29th Jan 2008 07:00
Hydrogen Group PLC29 January 2008 29 January 2008 Hydrogen Group Plc Recommended proposals for the acquisition of Imprint Plc ("Imprint") Additional shareholder support for Hydrogen Group Plc ("Hydrogen") On 22 January 2008, it was announced that the Imprint EGM and Court meeting toapprove the recommended proposals for the acquisition of Imprint by Hydrogenwould be adjourned until 29 February 2008 in order that Hydrogen could holdfurther discussions with Imprint shareholders and carefully review its optionsfor acquiring Imprint. Since then, Hydrogen has received additional letters of intent from Imprintshareholders relating, in aggregate, to 2,976,413 Imprint shares representingapproximately 7.77 per cent. of the existing issued ordinary share capital ofImprint to vote in favour of Hydrogen's recommended proposals for theacquisition of Imprint (the "Hydrogen Acquisition"). Further details of thesenew letters are outlined in Appendix I to this announcement. These additional letters mean that, as also outlined in Appendix I, Hydrogen hasnow received undertakings and letters of intent from Imprint shareholders tovote in favour of, the Hydrogen Acquisition relating, in aggregate, to15,954,822 Imprint shares representing approximately 41.63 per cent. of theexisting issued ordinary share capital of Imprint. In addition, Hydrogen has received letters of support for the HydrogenAcquisition from holders of long CFD positions in relation to Imprint Shares ("Imprint CFDs") relating, in aggregate, to 2,127,685 Imprint shares representingapproximately 5.55 per cent. of the existing issued ordinary share capital ofImprint. These letters of support indicate that the Imprint CFD holders arestrongly in favour of the Hydrogen Acquisition; that they have no currentintention of making arrangements to procure the acceptance of the offer from OPDGroup PLC (the "OPD Offer"); and that they reserve the right to makearrangements so as to enable them to vote or procure the vote in favour of theHydrogen Acquisition. Further details of these new letters are outlined inAppendix I to this announcement. In total and in addition to support from private individuals, Hydrogen hasreceived irrevocable undertakings, letters of intent or letters of support fromthe following institutional shareholders: Gartmore, Starlight Investments,Artemis, Morley, Universities Superannuation Scheme, Close Investments, Singer &Friedlander, New Star and Henderson Global Investors. Based on the closing price of a Hydrogen ordinary share of 224 pence on 28January 2008, the last business day prior to the date of this announcement,Hydrogen's basic all share offer (the "Basic Offer") values each Imprintordinary share at 103.3 pence. The terms of the Basic Offer represent a premiumof approximately 16.0 per cent. to the closing price on 28 January 2008 of anImprint ordinary share of 89 pence and a premium of 52.2 per cent. to theimplied value per Imprint ordinary share of the offer by OPD Group plc of 67.9pence on 28 January 2008. Assuming all Imprint shareholders elect for thePartial Cash Alternative in full, an Imprint Shareholder would receive 52.2pence in cash and 0.237 in New Hydrogen Shares, representing, in aggregate,105.3 pence per Imprint Share. The Board of Imprint has unanimously recommended the Hydrogen Acquisition overthe OPD Offer. The Board of Hydrogen continues to strongly recommend thatImprint shareholders take no action with respect to the OPD Offer. Imprint shareholders who have accepted the OPD Offer are reminded that they arenow entitled to withdraw such acceptance. Details of the procedure forwithdrawing an acceptance of the OPD offer are available from Capita Registrarson 0870 162 3121 (+44 20 8639 3399 if calling from outside the UK), between 9.00a.m. and 5.00 p.m. Monday to Friday (excluding bank or public holidays). Ian Temple, Executive Chairman of Hydrogen said: "We are delighted at the strongly supportive response we have received fromImprint investors to our proposal and we look forward to continuing to work withthem towards a successful completion of this transaction". Enquiries: Hydrogen Group Plc Telephone: 020 7845 4120Ian TempleTim Smeaton Dresdner Kleinwort (Financial adviser to Hydrogen) Telephone: 020 7623 8000Chris TrenemanRob Dawson Oriel Securities (NOMAD and broker to Hydrogen) Telephone: 020 7710 7600David ArchLuke Webster Hudson Sandler (Financial PR adviser to Hydrogen) Telephone: 020 7796 4133Andrew HayesKate Hough APPENDIX I IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT TO VOTE IN FAVOUR OF, AND LETTERSOF 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. 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 2,976,413 Imprint Shares in aggregate, representing approximately 7.77 per cent. of Imprint's entire existing issued ordinary share capital. Details of the letters of intent executed since the posting of the Scheme Document are as follows: 2.1 Close Investments Limited 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 700,000 Imprint Shares representing approximately 1.83 per cent. of Imprint's current issued ordinary share capital. 2.2 Singer & Friedlander Investment Management Limited 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 598,684 Imprint Shares representing approximately 1.56 per cent. of Imprint's current issued ordinary share capital. 2.3 Invesco Asset Management Limited 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 570,000 Imprint Shares representing approximately 1.49 per cent. of Imprint's current issued ordinary share capital. 2.4 Henderson Global Investors Limited 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 420,420 Imprint Shares representing approximately 1.10 per cent. of Imprint's current issued ordinary share capital. 2.5 Mr Shay Dalton 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 0.99 per cent. of Imprint's current issued ordinary share capital. 2.6 New Star Asset Management Group PLC 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 309,668 Imprint Shares representing approximately 0.81 per cent. of Imprint's current issued ordinary share capital. 3. Hydrogen has 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 below: 3.1 Starlight Investments Limited, which holds 1,851,506 Imprint CFDs representing approximately 4.83 per cent. of Imprint's current issued ordinary share capital, has signed a letter of support indicating that it is strongly in favour of the Hydrogen Acquisition; it has no current intention of making arrangements to accept or procure the acceptance of the OPD Offer and that it reserves the right to make arrangements so as to enable it to vote, or to procure the voting, in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM. 3.2 Pierce Casey, in addition to his 1,261,325 Imprint Shares for which he has already signed a letter of intent (as set out in the Scheme Document) holds 276,179 Imprint CFDs representing approximately 0.72 per cent. of Imprint's current issued ordinary share capital, and has signed a letter of support indicating that he is strongly in favour of the Hydrogen Acquisition; has no current intention of making arrangements to accept or procure the acceptance of the OPD Offer and that he reserves the right to make arrangements so as to enable him to vote, or to procure the voting, in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM. 4. 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 topurchase, any securities or the solicitation of any vote or approval in anyjurisdiction. Dresdner Kleinwort Limited and Oriel Securities Limited, who are authorised andregulated in the United Kingdom by the Financial Services Authority, are actingexclusively for Hydrogen and for no one else in connection with the mattersreferred to in this announcement and will not be responsible to anyone otherthan Hydrogen for providing the protections afforded to each of their customersin connection with the matters referred to in this announcement. Dealing disclosure requirements apply under the provisions of Rule 8.3 of theCity 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 orHydrogen, 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 3.30p.m. (London time) on the Business Day following the date of the relevanttransaction. This requirement will continue until the Effective Date (or suchlater date(s) as the Panel may specify). If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of Imprint or Hydrogen, they willbe 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 "relevantsecurities" of Imprint or Hydrogen by Imprint or Hydrogen, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the Business Day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to the application of Rule 8of the Code to you, please contact an independent financial adviser authorisedunder the Financial Services and Markets Act 2000, consult the Panel's websiteat 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 ExchangeRelated Shares:
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