Recommended Proposals
January 29 2008 - 2:02AM
UK Regulatory
RNS Number:7206M
Hydrogen Group PLC
29 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 to
approve the recommended proposals for the acquisition of Imprint by Hydrogen
would be adjourned until 29 February 2008 in order that Hydrogen could hold
further discussions with Imprint shareholders and carefully review its options
for acquiring Imprint.
Since then, Hydrogen has received additional letters of intent from Imprint
shareholders relating, in aggregate, to 2,976,413 Imprint shares representing
approximately 7.77 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.
These additional letters mean that, as also outlined in Appendix I, Hydrogen has
now received undertakings and letters of intent from Imprint shareholders to
vote in favour of, the Hydrogen Acquisition relating, in aggregate, to
15,954,822 Imprint shares representing approximately 41.63 per cent. of the
existing issued ordinary share capital of Imprint.
In addition, Hydrogen has received letters of support for the Hydrogen
Acquisition from holders of long CFD positions in relation to Imprint Shares ("
Imprint CFDs") relating, in aggregate, to 2,127,685 Imprint shares representing
approximately 5.55 per cent. of the existing issued ordinary share capital of
Imprint. These letters of support indicate that the Imprint CFD holders are
strongly in favour of the Hydrogen Acquisition; that they have no current
intention of making arrangements to procure the acceptance of the offer from OPD
Group PLC (the "OPD Offer"); and that they reserve the right to make
arrangements so as to enable them to vote or procure the vote in favour of the
Hydrogen Acquisition. Further details of these new letters are outlined in
Appendix I to this announcement.
In total and in addition to support from private individuals, Hydrogen has
received irrevocable undertakings, letters of intent or letters of support from
the 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 28
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 103.3 pence. The terms of the Basic Offer represent a premium
of approximately 16.0 per cent. to the closing price on 28 January 2008 of an
Imprint ordinary share of 89 pence and a premium of 52.2 per cent. to the
implied value per Imprint ordinary share of the offer by OPD Group plc of 67.9
pence on 28 January 2008. 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,
105.3 pence per Imprint Share.
The Board of Imprint has unanimously recommended the Hydrogen Acquisition over
the OPD Offer. The Board of Hydrogen continues to strongly recommend that
Imprint shareholders take no action with respect to the OPD Offer.
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).
Ian Temple, Executive Chairman of Hydrogen said:
"We are delighted at the strongly supportive response we have received from
Imprint investors to our proposal and we look forward to continuing to work with
them towards a successful completion of this transaction".
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. 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 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
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