IMP Imprint

RNS Number:5842N
Hydrogen Group PLC
08 February 2008

                                                                 8 February 2008


                               Hydrogen Group plc

      Recommended proposals for the acquisition of Imprint Plc ("Imprint")

     Share buy back for the benefit of Enlarged Hydrogen Group shareholders

On 20 December 2007, the Boards of Hydrogen Group plc ("Hydrogen") and Imprint
announced the terms of recommended proposals for Hydrogen to acquire the entire
issued and to be issued share capital of Imprint.

The Hydrogen board continues to believe that Hydrogen and Imprint are highly
complementary. The Hydrogen board believes the Hydrogen Group as enlarged by the
acquisition of Imprint ("Enlarged Hydrogen Group") would:

*    have a market leading proposition that would facilitate the attraction of 
     new staff and be well positioned to enhance its international presence;

*    have a leading senior management team within the UK recruitment sector;

*    be one of the largest professional recruitment businesses in the London 
     market in terms of headcount;

*    have an increased critical mass in the UK finance and accounting
     recruitment sector;

*    maintain a disciplined framework to grow further a broad range of market 
     leading brands;

*    be well placed to benefit from the combination of a sound balance sheet and 
     the involvement of 3i Quoted Private Equity Limited ("3i QPE") in growing 
     its business; and

*    be cash generative during 2008 with limited capital expenditure 
     requirements.


In addition, the Hydrogen board anticipates that, within the Enlarged Hydrogen
Group, there will be material potential for cost savings and synergies to be
realised over time.

In light of this, the Hydrogen board intends, in the 12 months following the
completion of, and conditional on, the acquisition of 100 per cent. of Imprint,
to implement a �7.5 million share buy back programme, equivalent to, at a
Hydrogen share price of 217.5 pence and assuming the partial cash alternative is
taken up in full by Imprint shareholders, 8.1 per cent. of Hydrogen's fully
diluted share capital following the acquisition. Implementation of this
programme would be subject to market conditions, the requirements of the
business from time to time and the need to ensure that any share purchase is
value enhancing. In the event that the Enlarged Hydrogen Group is not able to
effect such a proposed capital return through on-market share buy backs, the
Board of Hydrogen will consult with shareholders as to how, if appropriate, such
a capital return should be effected.

The Hydrogen board, its Founder Shareholders and 3i QPE have a high level of
confidence in the merits of the combination of Hydrogen and Imprint and
accordingly do not currently intend to participate in this on-market share buy
back programme. Accordingly, any on-market purchases effected by Hydrogen are
likely to be predominantly of new shares issued to Imprint shareholders in
connection with the acquisition of Imprint.


Assuming:    (i)   the proposed on-market share buy back was effected in full at 
                   a Hydrogen share price of 217.5 pence;

             (ii)  that Hydrogen's proposed �20.5 million partial cash 
                   alternative is taken up in full by Imprint shareholders; and

             (iii) that all shareholders in the Enlarged Hydrogen Group other 
                   than the Founder Shareholders and 3i QPE participate in the 
                   buy back,

the buy back would be equivalent to:

             (i)   27.6 per cent. of the Hydrogen shares owned by shareholders 
                   other than the Founder Shareholders and 3i QPE; and

             (ii)  60 pence per Hydrogen share (on a pro rata basis).

On the basis of the same assumptions and assuming full conversion of the
Convertible Notes to be issued to 3i QPE, the maximum percentage holdings of the
Founder Shareholders and 3i QPE in the Enlarged Hydrogen Group would be 39.7 per
cent. and 37.1 per cent. respectively.

The implementation of any on-market share buy back is conditional on, and would
only take place following, the acquisition of 100 per cent. of Imprint and would
be available to all Hydrogen shareholders. Therefore, the proposed Hydrogen
share buy back would have no impact on the consideration available to Imprint
shareholders under the terms of the Hydrogen proposals. There can also be no
certainty that the share buy back programme will be implemented in full or in
part.

The buy back would also be conditional upon the approval of Hydrogen
shareholders that such a buy back would not trigger an obligation for either the
Founder Shareholders or 3i QPE to make a mandatory offer under Rule 9 of the
City Code.


Ian Temple, Executive Chairman of Hydrogen, said:

"We firmly believe that the combined Hydrogen and Imprint businesses offer an
excellent strategic, operational and cultural fit. The combined Group will
represent a market leading proposition, supported by an experienced management
team and will be well placed to grow both in the UK and overseas. We are
therefore confident that this offer represents excellent value for both sets of
shareholders and that the ongoing benefits of the combination will enable us to
make this capital return. 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




Note 1

Assuming Full take up of the Partial Cash alternative by Imprint shareholders,

Hydrogen Issued share capital following acquisition of 100 per cent. of Imprint and    42,078,909
conversion of the Convertible Notes
Of which:    Hydrogen shares owned by 3i QPE and Founder Shareholders                  29,599,233
             Hydrogen shares owned by other shareholders (A)                           12,479,676

Number of Hydrogen shares purchased through a �7.5 million return at 217.5 pence       3,448,275
As a percentage of Hydrogen shares owned by other shareholders (A)                     27.6%
�7.5 million per Hydrogen shares owned by other shareholders (A)                       60 pence


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

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.

Cautionary note regarding forward-looking statements

This Announcement includes certain "forward-looking statements". These
statements are based on the respective current assumptions, assessments and
expectations of the management of Hydrogen and 3i QPE and are subject to risks,
uncertainty and changes in circumstances. The forward-looking statements
contained herein include statements about the expected effects on Hydrogen of
the Proposals. Forward-looking statements include, without limitation,
statements typically containing words such as "intend", " expect", "anticipate",
"target", "estimate", "plan", "goal", "believe", "will", "may", "should",
"would", "could" and words of similar meaning. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and depend
on circumstances that will occur in the future. There are a number of factors
that could cause actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These factors include,
but are not limited to, changes in economic conditions, changes in the level of
capital investment, success of business and operating initiatives and
restructuring objectives, customers' strategies and stability, changes in the
regulatory environment, fluctuations in interest and exchange rates, the outcome
of litigation, government actions and natural phenomena such as floods,
earthquakes and hurricanes. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the forward-looking
statements. Undue reliance should not therefore be placed on the forward-looking
statements. Neither of Hydrogen nor 3i QPE undertakes any obligation to update
publicly or revise forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent legally required.


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