7th Apr 2005 07:00
4imprint Group PLC07 April 2005 NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR THE REPUBLIC OF IRELAND 4imprint Group plc ("4imprint" or the "Company") (Registered Number: 177991) Tender Offer Following the announcement on 4 March 2005, 4imprint announces that it willtoday post a Tender Offer Document to Shareholders detailing the terms of theTender Offer to return up to £10 million to Shareholders. Accompanying theTender Offer Document is a Tender Form. At the Company's Annual General Meeting held on 6 April 2005, the specialresolution to grant the Company authority to implement the Tender Offer was dulypassed. 1. Introduction On 21 February 2005, the Board of 4imprint announced that it intended to returnup to £10 million of capital to Shareholders. This is being effected by way ofthe Tender Offer, further details of which are set out below. 2. Background The Board intends that substantial growth of shareholder value shall be the keyobjective in the strategic development of the Group. The Board has consideredcarefully the forward cash generation of the Group, its needs for cash tosupport its growth, and its responsibility for pensions and other requirements.As at 31 December 2004, the Group had a net cash balance of £12.7 million. TheBoard has now decided to implement the Tender Offer to return up to £10 millionto Shareholders. Following the return of capital, 4imprint will, the Boardbelieves, retain a strong balance sheet with sufficient cash resources tocontinue its existing dividend policy. 3. The Tender Offer The Board is proposing to return up to £10 million of capital through thepurchase by the Company of existing Ordinary Shares for cancellation. Thisreturn of capital is to be effected by Panmure Gordon purchasing existingOrdinary Shares from Shareholders as principal for a total purchase price of upto £10 million and then selling such Ordinary Shares on the London StockExchange to the Company for cancellation pursuant to the Repurchase Agreement. The principal terms of the Tender Offer (which are set out in more detail in theTender Offer Document) are as follows: (a) Panmure Gordon is inviting Shareholders to tender Ordinary Shares (subjectto the overall maximum number indicated below) at any price (expressed in wholepence per Ordinary Share) within the Price Range of 230 pence to 270 pence perOrdinary Share; (b) Panmure Gordon will purchase, as principal, existing Ordinary Shares for atotal purchase price of up to £10 million and then sell such Ordinary Shares, onthe London Stock Exchange, to the Company for cancellation; (c) the maximum number of Ordinary Shares to be purchased by Panmure Gordonunder the Tender Offer is 4,314,412, representing just less than 15 per cent. ofthe Company's issued share capital as at 31 December 2004; (d) all Shareholders (other than certain Overseas Shareholders) on the Registeron the Record Date are being given the opportunity to participate in the TenderOffer; (e) all Ordinary Shares which are successfully tendered will be purchased at thesame price (the "Strike Price"), which will be determined at the conclusion ofthe Tender Offer on the basis of the prices at which Ordinary Shares have beentendered. The Strike Price will be the lowest price per Ordinary Share (withinthe Price Range) which will allow Panmure Gordon to purchase Ordinary Shareswith an aggregate purchase value not exceeding £10 million, or such lesseramount as the Board, in consultation with Panmure Gordon, may in its absolutediscretion, decide and in accordance with the order of priority detailed below; (f) Shareholders are entitled to tender Ordinary Shares for sale at differentprices within the Price Range, but all Ordinary Shares purchased by PanmureGordon will be purchased at the Strike Price. Any Ordinary Shares tendered at aprice or prices above the Strike Price will not be purchased under the TenderOffer; (g) all or part of a registered holding of Ordinary Shares may be tendered, butonly one tender may be made in respect of any single share; (h) Shareholders may tender any number of Ordinary Shares that are registered intheir names on the Record Date in two ways: (i) tenders may be made at fixed prices, in which case they will only be accepted if the price at which the tender is made is at or below the Strike Price; or (ii) tenders may be expressed to be made at the Strike Price, rather than at a fixed price in pence, in which case the Shareholder will be treated as having tendered at the price at which the Strike Price is ultimately set; (i) Subject to the Tender Offer becoming unconditional and not lapsing, tendersfrom Shareholders will be accepted in the following order of priority: (i) first, tenders by Shareholders below the Strike Price will be accepted; and (ii) secondly, tenders at the Strike Price or at a fixed price equal to the Strike Price will be accepted, and may be scaled back pro rata to ensure that (a) the consideration paid to Shareholders does not exceed £10 million or such lesser amount as the Board and Panmure Gordon may, in their absolute discretion, decide and (b) that the number of Ordinary Shares to be purchased by Panmure Gordon under the Tender Offer does not exceed 4,314,412. If the Strike Price were to be 230 pence, being the bottom end of the PriceRange, the Company could repurchase up to 4,314,412 Ordinary Shares,representing approximately 15 per cent. of its current issued share capital. Ifthe Strike Price were to be 270 pence, being the top end of the Price Range, theCompany could repurchase up to 3,703,703 Ordinary Shares, representingapproximately 13 per cent. of its current issued share capital. In exercising their discretion to set an amount for the return of capital underthe Tender Offer, the matters to which the Board and Panmure Gordon will haveregard will include the value being delivered to the remaining Shareholdersthrough enhanced earnings per share, whilst at the same time ensuring aneffective capital structuring of the Group. To the extent that the aggregateamount returned to Shareholders under the Tender Offer falls short of £10million, the Company will consider utilising the authority to make marketpurchases of up to 1,438,137 Ordinary Shares which was obtained at the AGM. Shareholders should note that the Tender Offer will lapse if less than one percent. in aggregate of the existing issued ordinary share capital of 4imprint istendered. Shareholders do not have to tender any Ordinary Shares but, once submitted, aTender Form is irrevocable and cannot be withdrawn. Shareholders should notethat, once tendered, Ordinary Shares may not be sold, transferred, charged orotherwise disposed of. 4. Repurchase Agreement Under the terms of the Repurchase Agreement the Company will acquire, through anon-market repurchase, all of the Ordinary Shares acquired by Panmure Gordonpursuant to the Tender Offer, at a price per Ordinary Share equal to the StrikePrice. 5. Directors None of the Directors intends to tender any Ordinary Shares held by thempursuant to the Tender Offer. 6. Overseas Shareholders The attention of all Overseas Shareholders is drawn to the section entitled"Overseas Shareholders" in Part II of the Tender Offer Document and to therelevant provisions of the Tender Form. It is the responsibility of all OverseasShareholders to satisfy themselves as to the observance of any legalrequirements in their jurisdiction, including, without limitation, any relevantrequirements in relation to the ability of such Shareholders to complete andreturn a Tender Form. The Tender Offer is not being made, directly or indirectly in or into the UnitedStates, Canada, Australia, Japan, South Africa or the Republic of Ireland andthe Tender Offer cannot be accepted from within the United States, Canada,Australia, Japan, South Africa or the Republic of Ireland. Accordingly, copies of the Tender Offer Document, the Tender Forms and anyrelated documents are not being and must not be mailed or otherwise distributedor sent in, into or from the United States, Canada, Australia, Japan, SouthAfrica or the Republic of Ireland including to Shareholders with registeredaddresses in the United States, Canada, Australia, Japan, South Africa or theRepublic of Ireland or to persons who are custodians, nominees or trusteesholding shares for persons in the United States, Canada, Australia, Japan, SouthAfrica or the Republic of Ireland. Persons receiving such documents (including,without limitation, custodians, nominees and trustees) must not distribute, sendor mail them in, into or from the United States, Canada, Australia or Japan,South Africa or the Republic of Ireland and so doing will render invalid anyrelated purported acceptance of the Tender Offer. Envelopes containing TenderForms must not be postmarked in the United States, Canada, Australia, Japan,South Africa or the Republic of Ireland or otherwise despatched from the UnitedStates, Canada, Australia, Japan, South Africa or the Republic of Ireland andall accepting Shareholders must provide addresses outside the United States,Canada, Australia, Japan, South Africa or the Republic of Ireland for theremittance of cash or return of Tender Forms and any other documents. Failure toobserve these requirements will render invalid any purported acceptance of theTender Offer. 7. Recommendation The Board is making no recommendation as to whether or at what priceShareholders should tender Ordinary Shares under the Tender Offer. Shareholdersare recommended to consult their duly authorised independent financial advisersauthorised under the Financial Services and Markets Act 2000 in making theirdecision. EXPECTED TIMETABLE Tender Offer commences 8.00 a.m. on 8 April 2005 Latest time and date for receipt of Tender Forms 3.00 p.m. on 21 April 2005 Record Date for Tender Offer 5.00 p.m. on 21 April 2005 Tender Offer trade date 22 April 2005 Announcement of take-up level under the Tender Offer By 8.00 a.m. on 22 April 2005 CREST accounts credited with Tender Offer proceeds and revised 27 April 2005holdings of Ordinary Shares Despatch of cheques for Tender Offer proceeds in respect of 27 April 2005certificated Ordinary Shares Despatch of balance share certificates in respect of any 27 April 2005unsold Ordinary Shares and share certificates in respect ofunsuccessful tenders The above times are all UK times. If any of the above times and/or dates change,the revised time(s) and/or date(s) will be notified to Shareholders byannouncement through a Regulatory Information Service. DEFINITIONS The following definitions apply throughout this announcement unless the contextotherwise requires: "4imprint" or 4imprint Group plcthe "Company" "Act" the Companies Act 1985, as amended "AGM" the annual general meeting of Shareholders of the Company convened on 6 April 2005 "Australia" the Commonwealth of Australia, its states, territories and possessions "Board" or the the board of directors of 4imprint as at the date of this"Directors" announcement "Canada" Canada, its provinces and territories and all areas subject to its jurisdiction and any political subdivision thereof "Group" the Company and its subsidiary undertakings "Japan" Japan, its possessions and territories and all areas subject to its jurisdiction and any political subdivision thereof "Listing the listing rules issued by the UK Listing Authority pursuantRules" to Part VI of the Financial Services and Markets Act 2000 "London Stock London Stock Exchange plcExchange" "Ordinary ordinary shares of 38 6/13p each in the capital of theShares" Company "Overseas a Shareholder who is resident in, or a citizen of, aShareholder" jurisdiction outside the United Kingdom "Panmure Panmure Gordon & Co., LimitedGordon" "Price Range" the range of prices within which Ordinary Shares may be purchased by Panmure Gordon pursuant to the terms of the Tender Offer, being 230 pence to 270 pence per Ordinary Share "Record Date" 5.00 p.m. (UK time) on 21 April 2005 "Register" the register of members of 4imprint "Regulatory any of the services approved by the UK Listing Authority forInformation the purposes of the Listing Rules for the dissemination ofService" regulatory information, such approved services being set out in schedule 12 of the Listing Rules "Repurchase the agreement dated 6 April 2005 between the Company andAgreement" Panmure Gordon for the repurchase by the Company as an on market purchase (as defined in the Act), on the London Stock Exchange, of the Ordinary Shares purchased by Panmure Gordon pursuant to the Tender Offer "Republic of the Republic of Ireland, its possessions and territories andIreland" all areas subject to its jurisdiction and any political subdivision thereof "Restricted United States, Canada, Australia, Japan, South Africa and theTerritories" Republic of Ireland "Shareholders" holders of Ordinary Shares resident in, or citizens of, a jurisdiction outside the Restricted Territories "South Africa" the Republic of South Africa, its possessions and territories and all areas subject to its jurisdiction and any political subdivision thereof "Strike Price" the price at which Panmure Gordon will purchase Ordinary Shares pursuant to the Tender Offer, which will be determined in accordance with the provisions set out in the Tender Offer Document "Strike Price a tender of Ordinary Shares for sale at the Strike PriceTender" "Tender Form" the tender form accompanying the Tender Offer Document for use by Shareholders in connection with the Tender Offer "Tender Offer" the invitation by Panmure Gordon to Shareholders (other than certain Overseas Shareholders) to tender Ordinary Shares on the terms and subject to the conditions set out in the Tender Offer Document and the Tender Form "Tender Offer the tender offer document posted today by the CompanyDocument" containing details of the Tender Offer "UK Listing the Financial Services Authority as the competent authority forAuthority" listing in the United Kingdom under Part VI of the Financial Services and Markets Act 2000 "United Kingdom" The United Kingdom of Great Britain and Northern Irelandor "UK" "United States" The United States of America, its territories and possessions,or "US" any state of the United States and other areas subject to its jurisdiction and the District of Columbia TENDER OFFER DOCUMENT Copies of the Tender Offer Document and the full text of the relevantresolutions passed at the AGM have today been filed with the UK ListingAuthority. These will be available shortly through the Document ViewingFacility. ENQUIRIES 4imprint Group plc Ken Minton, Executive Chairman 0161 272 4000 Panmure Gordon Dominic Morley 020 7187 2000 Panmure Gordon, which is regulated in United Kingdom by the Financial ServicesAuthority, is acting for 4imprint and for no-one else in connection with theTender Offer and will not be responsible to anyone other than 4imprint forproviding the protections afforded to customers of Panmure Gordon or forproviding advice in connection with the matters set out in this announcement orany transaction or arrangement referred to herein. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
4Imprint