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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Imprint | LSE:IMP | London | Ordinary Share | GB0030417058 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 113.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:1112N Hydrogen Group PLC 01 February 2008 1 February 2008 Recommended proposals for the acquisition of Imprint Plc ("Imprint") Further shareholder support for Hydrogen Group plc ("Hydrogen") On 29 January 2008, Hydrogen announced increased levels of support for its recommended proposals for the acquisition of Imprint. Since then, Hydrogen has received additional letters of intent from Imprint shareholders relating, in aggregate, to 1,107,208 Imprint shares representing approximately 2.89 per cent. of the existing issued ordinary share capital of Imprint to vote in favour of Hydrogen's recommended proposals for the acquisition of Imprint (the "Hydrogen Acquisition"). Further details of these new letters are outlined in Appendix I to this announcement. The table below summaries the undertakings and letters of intent received by Hydrogen from Imprint shareholders to vote in favour of, the Hydrogen Acquisition and letters of support for the Hydrogen Acquisition from holders of long CFD positions in relation to Imprint Shares ("Imprint CFDs"): Number of shares Percentage Irrevocable Undertakings 9,530,069 24.87% Letter of Intent 7,532,454 19.65% Letters of support from Imprint CFD holders 2,127,685 5.55% Based on closing prices on 31 January 2008, the last business day prior to the date of this announcement, Hydrogen's basic all share offer (the "Basic Offer") values each Imprint ordinary share at 101 pence and the OPD Group plc offer values each Imprint ordinary share at 58.7 pence. Assuming all Imprint shareholders elect for the Partial Cash Alternative in full, an Imprint Shareholder would receive 52.2 pence in cash and 0.237 in New Hydrogen Shares, representing, in aggregate, 104.4 pence per Imprint Share. Imprint shareholders who have accepted the OPD Offer are reminded that they are now entitled to withdraw such acceptance. Details of the procedure for withdrawing an acceptance of the OPD offer are available from Capita Registrars on 0870 162 3121 (+44 20 8639 3399 if calling from outside the UK), between 9.00 a.m. and 5.00 p.m. Monday to Friday (excluding bank or public holidays). Enquiries: Hydrogen Group plc Telephone: 020 7845 4120 Ian Temple Tim Smeaton Dresdner Kleinwort (Financial adviser to Hydrogen) Telephone: 020 7623 8000 Chris Treneman Rob Dawson Oriel Securities (NOMAD and broker to Hydrogen) Telephone: 020 7710 7600 David Arch Luke Webster Hudson Sandler (Financial PR adviser to Hydrogen) Telephone: 020 7796 4133 Andrew Hayes Kate Hough APPENDIX I IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT TO VOTE IN FAVOUR OF, AND LETTERS OF SUPPORT FOR, THE SCHEME OF ARRANGEMENT PROPOSED BY HYDROGEN 1. On 20 December 2007, Hydrogen received irrevocable undertakings and letters of intent to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM from Imprint Shareholders in respect of 12,978,409 Imprint Shares in aggregate, representing approximately 33.87 per cent. of Imprint's entire existing issued ordinary share capital. Details of these are set out in the Scheme Document. 2. On 29 January 2008, Hydrogen announced it had received letters of intent to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM from Imprint Shareholders in respect of 2,976,413 Imprint Shares in aggregate, representing approximately 7.77 per cent. of Imprint's entire existing issued ordinary share capital. Details of these are set out in Appendix I to the announcement made by Hydrogen on 29 January 2008. 3. Hydrogen has now received additional letters of intent to vote (or to procure the vote) in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM from shareholders of Imprint in respect of 1,107,701 Imprint Shares in aggregate, representing approximately 2.89 per cent. of Imprint's entire existing issued ordinary share capital. Details of the letters of intent executed since the announcement on 29 January are as follows: 3.1 Guy Thomas has signed a letter of intent indicating he intends to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM in respect of 527,000 Imprint Shares representing approximately 1.38 per cent. of Imprint's current issued ordinary share capital. 3.2 Ronan Colleran has signed a letter of intent indicating he intends to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM in respect of 377,641 Imprint Shares representing approximately 0.53 per cent. of Imprint's current issued ordinary share capital. 3.3 Aberdeen Asset Managers has signed a letter of intent indicating it intends to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM in respect of 203,060 Imprint Shares representing approximately 0.53 per cent. of Imprint's current issued ordinary share capital. 4. On 29 January 2008 Hydrogen announced it had also now received letters of support for the Scheme from holders of Imprint CFDs in relation to 2,127,685 Imprint Shares, representing in aggregate approximately 5.55 per cent. of Imprint's entire existing issued ordinary share capital. Details of these are set out in Appendix I to the announcement made by Hydrogen on 29 January 2008. 5. Each of the above undertakings, letters of intent and letters of support applies whether the recommended proposals are effected by the Scheme or through a contractual offer. This announcement does not constitute an offer to sell, or an invitation to purchase, any securities or the solicitation of any vote or approval in any jurisdiction. Dresdner Kleinwort Limited and Oriel Securities Limited, who are authorised and regulated in the United Kingdom by the Financial Services Authority, are acting exclusively for Hydrogen and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Hydrogen for providing the protections afforded to each of their customers in connection with the matters referred to in this announcement. Dealing disclosure requirements apply under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of " relevant securities" of Imprint or Hydrogen, all "dealings" in any "relevant securities" of Imprint or Hydrogen (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the Effective Date (or such later date(s) as the Panel may specify). If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Imprint or Hydrogen, they will be deemed to be a single person for the purposes of Rule 8.3 of the City Code. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Imprint or Hydrogen by Imprint or Hydrogen, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to the application of Rule 8 of the Code to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 20 7382 9026; fax +44 (0) 20 7236 7005. This information is provided by RNS The company news service from the London Stock Exchange END MSCEAAAFESXPEFE
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