Tender Offer

4imprint Group PLC 07 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 will today post a Tender Offer Document to Shareholders detailing the terms of the Tender Offer to return up to £10 million to Shareholders. Accompanying the Tender Offer Document is a Tender Form. At the Company's Annual General Meeting held on 6 April 2005, the special resolution to grant the Company authority to implement the Tender Offer was duly passed. 1. Introduction On 21 February 2005, the Board of 4imprint announced that it intended to return up to £10 million of capital to Shareholders. This is being effected by way of the Tender Offer, further details of which are set out below. 2. Background The Board intends that substantial growth of shareholder value shall be the key objective in the strategic development of the Group. The Board has considered carefully the forward cash generation of the Group, its needs for cash to support 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. The Board has now decided to implement the Tender Offer to return up to £10 million to Shareholders. Following the return of capital, 4imprint will, the Board believes, retain a strong balance sheet with sufficient cash resources to continue its existing dividend policy. 3. The Tender Offer The Board is proposing to return up to £10 million of capital through the purchase by the Company of existing Ordinary Shares for cancellation. This return of capital is to be effected by Panmure Gordon purchasing existing Ordinary Shares from Shareholders as principal for a total purchase price of up to £10 million and then selling such Ordinary Shares on the London Stock Exchange 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 the Tender Offer Document) are as follows: (a) Panmure Gordon is inviting Shareholders to tender Ordinary Shares (subject to the overall maximum number indicated below) at any price (expressed in whole pence per Ordinary Share) within the Price Range of 230 pence to 270 pence per Ordinary Share; (b) Panmure Gordon will purchase, as principal, existing Ordinary Shares for a total purchase price of up to £10 million and then sell such Ordinary Shares, on the London Stock Exchange, to the Company for cancellation; (c) the maximum number of Ordinary Shares to be purchased by Panmure Gordon under the Tender Offer is 4,314,412, representing just less than 15 per cent. of the Company's issued share capital as at 31 December 2004; (d) all Shareholders (other than certain Overseas Shareholders) on the Register on the Record Date are being given the opportunity to participate in the Tender Offer; (e) all Ordinary Shares which are successfully tendered will be purchased at the same price (the 'Strike Price'), which will be determined at the conclusion of the Tender Offer on the basis of the prices at which Ordinary Shares have been tendered. The Strike Price will be the lowest price per Ordinary Share (within the Price Range) which will allow Panmure Gordon to purchase Ordinary Shares with an aggregate purchase value not exceeding £10 million, or such lesser amount as the Board, in consultation with Panmure Gordon, may in its absolute discretion, decide and in accordance with the order of priority detailed below; (f) Shareholders are entitled to tender Ordinary Shares for sale at different prices within the Price Range, but all Ordinary Shares purchased by Panmure Gordon will be purchased at the Strike Price. Any Ordinary Shares tendered at a price or prices above the Strike Price will not be purchased under the Tender Offer; (g) all or part of a registered holding of Ordinary Shares may be tendered, but only one tender may be made in respect of any single share; (h) Shareholders may tender any number of Ordinary Shares that are registered in their 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, tenders from 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 Price Range, the Company could repurchase up to 4,314,412 Ordinary Shares, representing approximately 15 per cent. of its current issued share capital. If the Strike Price were to be 270 pence, being the top end of the Price Range, the Company could repurchase up to 3,703,703 Ordinary Shares, representing approximately 13 per cent. of its current issued share capital. In exercising their discretion to set an amount for the return of capital under the Tender Offer, the matters to which the Board and Panmure Gordon will have regard will include the value being delivered to the remaining Shareholders through enhanced earnings per share, whilst at the same time ensuring an effective capital structuring of the Group. To the extent that the aggregate amount returned to Shareholders under the Tender Offer falls short of £10 million, the Company will consider utilising the authority to make market purchases 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 per cent. in aggregate of the existing issued ordinary share capital of 4imprint is tendered. Shareholders do not have to tender any Ordinary Shares but, once submitted, a Tender Form is irrevocable and cannot be withdrawn. Shareholders should note that, once tendered, Ordinary Shares may not be sold, transferred, charged or otherwise disposed of. 4. Repurchase Agreement Under the terms of the Repurchase Agreement the Company will acquire, through an on-market repurchase, all of the Ordinary Shares acquired by Panmure Gordon pursuant to the Tender Offer, at a price per Ordinary Share equal to the Strike Price. 5. Directors None of the Directors intends to tender any Ordinary Shares held by them pursuant 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 the relevant provisions of the Tender Form. It is the responsibility of all Overseas Shareholders to satisfy themselves as to the observance of any legal requirements in their jurisdiction, including, without limitation, any relevant requirements in relation to the ability of such Shareholders to complete and return a Tender Form. The Tender Offer is not being made, directly or indirectly in or into the United States, Canada, Australia, Japan, South Africa or the Republic of Ireland and the 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 any related documents are not being and must not be mailed or otherwise distributed or sent in, into or from the United States, Canada, Australia, Japan, South Africa or the Republic of Ireland including to Shareholders with registered addresses in the United States, Canada, Australia, Japan, South Africa or the Republic of Ireland or to persons who are custodians, nominees or trustees holding shares for persons in the United States, Canada, Australia, Japan, South Africa or the Republic of Ireland. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not distribute, send or 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 any related purported acceptance of the Tender Offer. Envelopes containing Tender Forms must not be postmarked in the United States, Canada, Australia, Japan, South Africa or the Republic of Ireland or otherwise despatched from the United States, Canada, Australia, Japan, South Africa or the Republic of Ireland and all accepting Shareholders must provide addresses outside the United States, Canada, Australia, Japan, South Africa or the Republic of Ireland for the remittance of cash or return of Tender Forms and any other documents. Failure to observe these requirements will render invalid any purported acceptance of the Tender Offer. 7. Recommendation The Board is making no recommendation as to whether or at what price Shareholders should tender Ordinary Shares under the Tender Offer. Shareholders are recommended to consult their duly authorised independent financial advisers authorised under the Financial Services and Markets Act 2000 in making their decision. 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 2005 holdings of Ordinary Shares Despatch of cheques for Tender Offer proceeds in respect of 27 April 2005 certificated Ordinary Shares Despatch of balance share certificates in respect of any 27 April 2005 unsold Ordinary Shares and share certificates in respect of unsuccessful 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 by announcement through a Regulatory Information Service. DEFINITIONS The following definitions apply throughout this announcement unless the context otherwise requires: '4imprint' or 4imprint Group plc the '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 pursuant Rules' to Part VI of the Financial Services and Markets Act 2000 'London Stock London Stock Exchange plc Exchange' 'Ordinary ordinary shares of 38 6/13p each in the capital of the Shares' Company 'Overseas a Shareholder who is resident in, or a citizen of, a Shareholder' jurisdiction outside the United Kingdom 'Panmure Panmure Gordon & Co., Limited Gordon' '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 for Information the purposes of the Listing Rules for the dissemination of Service' 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 and Agreement' 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 and Ireland' all areas subject to its jurisdiction and any political subdivision thereof 'Restricted United States, Canada, Australia, Japan, South Africa and the Territories' 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 Price Tender' '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 Company Document' containing details of the Tender Offer 'UK Listing the Financial Services Authority as the competent authority for Authority' 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 Ireland or '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 relevant resolutions passed at the AGM have today been filed with the UK Listing Authority. These will be available shortly through the Document Viewing Facility. 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 Services Authority, is acting for 4imprint and for no-one else in connection with the Tender Offer and will not be responsible to anyone other than 4imprint for providing the protections afforded to customers of Panmure Gordon or for providing advice in connection with the matters set out in this announcement or any transaction or arrangement referred to herein. This information is provided by RNS The company news service from the London Stock Exchange
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