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Imprint Plc (IMP)

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Tuesday 15 April, 2008

Imprint Plc

Offer Update

Imprint Plc
15 April 2008





Not for release, publication or distribution, in whole or in part, in, into or 
from the United States, Canada, Australia or Japan


Imprint Plc ("Imprint" or the "Company")
Offer Update


Introduction

On 10 April 2008, the Executive of the Panel on Takeovers and Mergers (the
"Panel") announced that, in accordance with Rule 32.5 of the City Code, it had
established an auction procedure in order to provide an orderly framework for
the resolution of the competitive situation in relation to Imprint.

None of Sawbuck UK Limited ("Premier"), Hydrogen Group PLC ("Hydrogen") or OPD
Group PLC ("OPD") (together the "Offerors") announced a revised proposal in
accordance with the auction procedures and on 14 April 2008 the Panel announced
that the auction procedure had concluded. Consequently, none of the Offerors are
permitted to revise the terms of their respective offers for Imprint or to
introduce any new alternative offer unless, under the normal provisions of the
Code, a new offeror announces a firm intention to make an offer for Imprint.


Summary of the Proposals

Set out below is a summary comparison of the Offerors' proposals (together the
"Proposals") based on the closing mid market prices of a Hydrogen ordinary share
(215.0 pence) and an OPD ordinary share (168.5 pence) on 14 April 2008, the last
practicable date prior to this announcement. Further details of the Proposals
were contained in the separate announcements made by Premier on 28 March 2008
and by Hydrogen and OPD on 13 February 2008:

                                           Premier          Hydrogen     OPD
                                           Scheme           Scheme       Offer
                                         ----------       ---------- ----------

(i) Basic offer
      Share element                            n/a            99.1p       60.2p
      Cash element                          115.0p             1.0p       36.8p
                                         ----------       ----------  ----------
Total value per Imprint share               115.0p           100.1p       96.9p
                                         ----------       ----------  ----------

(ii) Partial cash alternative
      Share element                            n/a            13.6p         n/a
      Cash element                             n/a            96.0p         n/a
                                         ----------       ----------  ----------
Total value per Imprint share                  n/a           109.5p         n/a
                                         ----------       ----------  ----------

(iii) Full cash alternative                    n/a             n/a        93.0p
                                         ----------       ----------  ----------
Total value per Imprint share                  n/a             n/a        93.0p
                                         ----------       ----------  ----------

All figures rounded to one decimal place


Notes:

1. The aggregate value of the cash and share elements of Hydrogen's
partial cash alternative has been calculated on the basis of a full take up of
the Hydrogen partial cash alternative by Imprint shareholders.

2. Under the terms of the Hydrogen Scheme, Imprint shareholders would
receive a second interim dividend of 1 pence per Imprint share (the "Second
Interim Dividend") payable by Imprint subject to the Hydrogen proposal becoming
effective. The value of the Second Interim Dividend has been included in both
the Hydrogen basic offer and the Hydrogen partial cash alternative in the
comparison shown above.

3. The aggregate amount of cash payable pursuant to the Hydrogen partial
cash alternative may not exceed £37.3 million. Accordingly, the extent to which
elections for the partial cash alternative are satisfied will be dependent upon
the extent to which elections for the partial cash alternative are not made by
other Imprint shareholders. If such maximum cash amount is insufficient to
satisfy all elections for the partial cash alternative, those elections will be
scaled down as nearly as is practicable on a pro rata basis to the elections,
with the balance of entitlements being satisfied through the Hydrogen Basic
Offer. If less than 86.3 per cent. of Imprint shareholders elect to receive the
partial cash alternative in full, the full cash election can be satisfied and
accordingly each such Imprint shareholder electing for the partial cash
alternative will receive 110 pence in cash per Imprint share.

4. Imprint shareholders accepting the OPD basic offer may elect to
receive new OPD shares in lieu of the cash to which they would otherwise be
entitled. The satisfaction of elections made by accepting Imprint shareholders
for new OPD shares in lieu of cash will depend on the extent to which other
accepting Imprint shareholders make equal and opposite elections for cash. To
the extent that elections for new OPD shares cannot be satisfied in full, they
will be scaled down on a pro rata basis.


The recommendations of the Imprint Board

The Imprint Board (the "Board") remains of the opinion that the Premier Scheme
is superior to the proposals made by Hydrogen and OPD. In addition, the Board,
which has been so advised by Altium, considers the Premier Scheme to be fair and
reasonable. Accordingly, the Board continues unanimously to recommend that
Imprint shareholders vote in favour of the Premier Scheme. In providing its
advice, Altium has taken into account the Board's commercial assessment.

The Board continues to recommend that Imprint shareholders do not accept the OPD
Offer. Imprint shareholders who have already accepted the OPD Offer are
recommended to withdraw their acceptances.

The Board withdrew its recommendation of the Hydrogen Scheme on 7 March 2008 and
adjourned indefinitely the meetings relating to the Hydrogen Scheme on 12 March
2008. Whilst Imprint shareholders are not required to take any further action in
respect of forms of proxy they may have returned in relation to the Hydrogen
Scheme they should note that forms of proxy previously returned in respect of
the Hydrogen Scheme will not apply to the Premier Scheme. Accordingly, any
Imprint shareholder who wishes to vote in respect of the Premier Scheme is
required to return the forms of proxy enclosed with the Premier scheme document,
which was posted to Imprint shareholders on 8 April 2008, irrespective of
whether or not they have previously voted on the Hydrogen Scheme.


Consequences of votes and acceptances

Imprint shareholders should note that, if they do not vote in favour of the
Premier Scheme in sufficient numbers at the Court meeting (the "Court Meeting")
and the Imprint extraordinary general meeting (the "Imprint EGM"), both convened
for 2 May 2008, the Premier Scheme will lapse.

The Board notes that it is technically possible for Imprint shareholders both to
vote in favour of the Premier Scheme at the Court Meeting and the resolution to
be proposed at the Imprint EGM and to accept the OPD Offer. However, if a
sufficient number of Imprint shareholders were to take this course of action, it
is possible that the OPD Offer could become or be declared unconditional before
the Premier Scheme is capable of becoming effective. As the Board considers that
the Premier Scheme is the superior proposal, it does not believe that this
result would be in the best interests of Imprint shareholders.

As a result, in order to maximise the likelihood of the Premier Scheme being
successful, the Board unanimously recommends that Imprint shareholders should
vote in favour of the Premier Scheme at the Court Meeting and the resolution to
be proposed at the Imprint EGM and that they should not accept the OPD Offer.
Those Imprint shareholders who have accepted the OPD Offer are recommended to
withdraw their acceptances.

Enquiries:

Imprint
John Gordon (Chairman)                                 Telephone: 07860 622 631
Rob Thesiger (Chief Executive Officer)                 Telephone: 020 7438 3100
Colin Webster (Chief Financial Officer)

Altium (Rule 3 adviser and broker to Imprint)          Telephone: 020 7484 4040
Ben Thorne
Tim Richardson

Maitland (PR adviser to Imprint)                       Telephone: 020 7379 5151
Neil Bennett
Tom Siveyer

The Board accepts responsibility for the information contained in this 
announcement.  To the best of the knowledge and belief of the Board (which has 
taken all reasonable care to ensure that such is the case), the information 
contained in this announcement is in accordance with the facts and does not 
omit anything likely to affect the import of such information.

Altium Capital Limited, which is authorised and regulated in the United Kingdom 
by the Financial Services Authority, is acting exclusively for Imprint and for 
no-one else in connection with the Proposals and will not be responsible to 
anyone other than Imprint for providing the protections afforded to customers 
of Altium Capital Limited or for providing advice in relation thereto or any 
matters referred to herein.

The release, publication or distribution of this announcement in jurisdictions 
other than the United Kingdom may be restricted by law and therefore persons in 
such jurisdictions into which this announcement is released, published or 
distributed should inform themselves about, and observe, such restrictions.  
Any failure to comply with the restrictions may constitute a violation of the 
securities laws of any such jurisdiction.




                      This information is provided by RNS
            The company news service from the London Stock Exchange

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