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IMP Imprint

113.00
0.00 (0.00%)
22 Jul 2024 - Closed
Delayed by 15 minutes
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

Recommended Proposals

01/02/2008 1:02pm

UK Regulatory


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

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