RNS Number:8586N
Hydrogen Group PLC
12 February 2008
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
For release at 5pm 12 February 2008
Increased Proposal for the acquisition by Hydrogen Group plc ("Hydrogen") of
Imprint Plc ("Imprint")
The Board of Hydrogen is pleased to announce the terms of its increased
proposals to acquire Imprint (the "Increased Proposal") under which Imprint
Shareholders will receive a second interim dividend of 1 pence in cash per
Imprint Share (the "Second Interim Dividend") in addition to the Basic Offer of
0.461 New Hydrogen Shares per Imprint Share, and its announced Partial Cash
Alternative.
Details of the terms of the original proposals, which were recommended by the
Board of Imprint, were set out in the scheme document posted to Imprint
Shareholders on 16 January 2008 (the "Scheme Document").
Defined terms in this announcement have the same meaning as in the Scheme
Document.
1 Terms of the Increased Proposal
Under the terms of the Increased Proposal, Imprint shareholders will be entitled
to receive a Basic Offer of 0.461 New Hydrogen Shares plus the Second Interim
Dividend of 1 pence in cash (payable by Imprint) for each Imprint Share (the "
Revised Basic Offer").
Alternatively, under the terms of the Increased Proposal, through the Partial
Cash Alternative, each Imprint Shareholder will be able to elect to receive the
Second Interim Dividend of 1 pence plus 110 pence in cash for each Imprint
Share, in lieu of some or all of the New Hydrogen Shares to which they would
otherwise have become entitled under the Basic Offer, subject to an aggregate
maximum amount of cash payable under the Partial Cash Alternative of �20.5
million.
The basic terms of the Increased Proposal value the entire existing issued and
to be issued share capital of Imprint at approximately �39.3 million. The
Revised Basic Offer represents:
* a premium of approximately 11.5 per cent. to the Closing Price of 89.75
pence per Imprint Share on 11 February 2008, being the last business
day Immediately prior to this announcement; and
* a discount of approximately 38.7 per cent. to the Closing Price of 163.25
pence per Imprint Share on 8 August 2007, being the last Business Day
prior to commencement of the offer period relating to discussions between
the Independent Imprint Directors and the Imprint Management Team relating
to the Alchemy Backed Approach. These discussions were terminated on 7
September 2007.
The terms of the Increased Proposal described in this announcement remain
subject to the Conditions and do not affect Hydrogen's intentions regarding the
business of Imprint, its management, employees and locations, nor the proposals
relating to the Imprint Share Schemes, each as described more fully in the
Scheme Document.
Imprint Shareholders will receive the Second Interim Dividend of 1 pence per
Imprint Share payable by Imprint subject to the Scheme becoming effective. The
Second Interim Dividend will be paid within 14 days of the Effective Date to
Imprint Shareholders on the register at 4.59 pm (London Time) on the date on
which the Scheme Court Order is delivered to the Registrar of Companies for
registration (being the time immediately prior to the Reorganisation Record
Time).
Subject to their continued recommendation by the Board of Imprint at the end of
the ongoing auction process, further details of the Increased Proposal will be
contained in a supplementary circular which would be posted by Imprint to
Imprint Shareholders as soon as reasonably practicable and in any event in
advance of the EGM and Court Meeting.
2 Financing
The cash payable by Hydrogen under the Partial Cash Alternative will be financed
by the investments to be made by 3i QPE in Hydrogen under the 3i QPE
Arrangements as described in Appendix IV of the Scheme Document.
Dresdner Kleinwort has confirmed that it is satisfied that sufficient resources
are available to Hydrogen to satisfy the cash consideration payable under the
Proposals in full.
3 Hydrogen Shareholder approval
The Acquisition constitutes a reverse takeover for Hydrogen under the AIM Rules
and the Proposals are therefore conditional on approval of the Acquisition (and
certain other resolutions) by the requisite majority of Hydrogen Shareholders at
the Hydrogen EGM. The directors of Hydrogen and the other Founder Hydrogen
Shareholders have given irrevocable undertakings to vote (or procure the vote)
in favour of the resolutions at the Hydrogen EGM in respect of their own legal
and beneficial holdings of Hydrogen Shares, which in aggregate amount to
19,344,900 Hydrogen Shares representing approximately 85.12 per cent. of the
existing issued ordinary share capital of Hydrogen. In addition, undertakings to
vote (or procure the vote) in favour of the resolutions at the Hydrogen EGM have
been received from other Hydrogen Shareholders representing approximately 7.6
per cent. of Hydrogen's existing issued ordinary share capital.
4 Irrevocable undertakings, letters of intent and letters of support.
The table below summarises the undertakings and letters of intent received by
Hydrogen from Imprint shareholders to vote in favour of, the Hydrogen
Acquisition and letters of support for the Acquisition from holders of long CFD
positions in relation to Imprint Shares ("Imprint CFDs"):
Number of shares Percentage
Irrevocable Undertakings 9,530,069 24.87%
Letter of Intent 7,532,454 19.65%
Letters of support from Imprint CFD holders 2,127,685 5.55%
Further details of these irrevocable undertakings are set out in Appendix I to
this announcement.
5 Implementation Agreement and Inducement Fee
The Implementation Agreement as described in the Scheme Document remains in
effect.
6 Disclosure of interests in Imprint Shares
Save as disclosed below, as at 11 February 2008, being the last Business Day
prior to this Announcement, neither Hydrogen nor any of its directors, nor any
member of the Hydrogen Group nor, so far as Hydrogen is aware, any person acting
in concert with Hydrogen, owned or controlled or had an interest in (including
pursuant to any long exposure, whether conditional or absolute, to changes in
the prices of securities), or right to subscribe for or purchase or option to
acquire, or had borrowed or lent, relevant securities of Imprint or had any
short position in relation to the relevant securities of Imprint (whether
conditional or absolute and whether in the money or otherwise), including any
short position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take delivery of
any relevant securities of Imprint.
Tim Smeaton (who is a director of Hydrogen) currently holds 5,878 Imprint
Shares. Dan Church and Barnaby Parker (each of whom are Founder Hydrogen
Shareholders) hold 3,807 and 8,958 Imprint Shares respectively.
7 General
Save as set out above, in all other respects, including the terms of the Partial
Cash Alternative, the Increased Proposal will be subject to the Conditions and
on the same terms set out in the Scheme Document.
Enquiries:
Hydrogen Group plc Telephone: 020 7240 2500
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
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. The Increased Proposal are made solely through the Scheme Document
(and the supplementary circular to be posted to Imprint Shareholders as soon as
reasonably practicable) which, along with the letter to Imprint Shareholders
from the Chairman of Imprint dated 23 January 2008, will contain the full
details, terms and conditions of the Increased Proposal, including details of
how to vote in respect of the Scheme. Imprint Shareholders are advised to read
carefully the formal documentation relating to the Increased Proposal. The
Partial Offer will be made solely through the Partial Offer Document which will
contain the full details, terms and conditions of the Partial Offer, including
details of how to accept the Partial Offer. Hydrogen Shareholders are advised to
read carefully the formal documentation relating to the Partial Offer once it
has been despatched.
Dresdner Kleinwort, which is authorised and regulated by the Financial Services
Authority, is acting exclusively for Hydrogen and for no one else in connection
with the Increased Proposal and the Partial Offer and will not be responsible to
anyone other than Hydrogen for providing the protections afforded to clients of
Dresdner Kleinwort or for providing advice in relation to the Increased
Proposal, the Partial Offer or any other matters referred to in this
Announcement.
Oriel Securities, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Hydrogen and no one else
in connection with the Increased Proposal and will not be responsible to anyone
other than Hydrogen for providing the protections afforded to clients of Oriel
Securities nor for providing advice in relation to the Increased Proposal or any
other matters referred to in this Announcement.
Imprint Shareholders in overseas jurisdictions
The availability of the Increased Proposal and the release, publication or
distribution of this Announcement to Imprint Shareholders who are not resident
in and citizens of the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are located or of which they are citizens.
Such persons should inform themselves of, and observe, any applicable legal or
regulatory requirements. Further details in relation to Overseas Shareholders
are contained in the Scheme Document. Any failure to comply with such applicable
requirements may constitute a violation of the securities laws of any such
jurisdictions.
In particular, this Announcement is not an offer of securities for sale in the
United States and the New Hydrogen Shares, which will be issued in connection
with the Proposals, have not been, and will not be, registered under the US
Securities Act or under the securities law of any state, district or other
jurisdiction of the United States, Australia, Canada or Japan and no regulatory
clearance in respect of the New Hydrogen Shares has been, or will be, applied
for in any jurisdiction other than the UK. Accordingly, the New Hydrogen Shares
are not being and may not be (unless an exemption under relevant securities laws
is applicable) offered, sold, resold or delivered, directly or indirectly, in or
into the United States, Australia, Canada or Japan or any other jurisdiction if
to do so would constitute a violation of the relevant laws of, or require
registration thereof in, such jurisdiction or to, or for the account or benefit
of, any United States, Australian, Canadian or Japanese person. In the United
States, the New Hydrogen Shares will be issued in reliance upon the exemption
from the registration requirements of the US Securities Act provided by Section
3(a)(10) thereof.
Cautionary note regarding forward-looking statements
This Announcement includes certain "forward-looking statements". These
statements are based on the current assumptions, assessments and expectations of
the management of Imprint, Hydrogen and 3i QPE and are naturally subject to
risks, uncertainty and changes in circumstances. The forward-looking statements
contained herein include statements about the expected effects on Hydrogen of
the Increased Proposal, the expected timing and scope of the Increased Proposal
and the Partial Offer, strategic options and all other statements in this
Announcement other than historical facts. 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, the satisfaction of the
conditions to the Increased Proposal, as well as additional factors, such as
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. None of
Imprint, Hydrogen and 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.
Dealing disclosure requirements
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 Code.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Imprint or Hydrogen by Imprint, Hydrogen or 3i QPE, 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.
APPENDIX I
DETAILS OF IRREVOCABLE UNDERTAKINGS, LETTERS OF INTENT AND LETTERS OF SUPPORT
1 Hydrogen has received irrevocable undertakings 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 the directors of Imprint in respect of 439,701
Imprint Shares in aggregate, representing approximately 1.15 per cent. of
Imprint's current issued ordinary share capital. These undertakings are
conditional on the current offer by OPD for Imprint lapsing or being withdrawn
or the directors of Imprint otherwise being released from similar undertakings
already given to OPD in respect of their holdings of Imprint Shares. Details of
these irrevocable undertakings are as follows:
1.1 John Gordon has given an irrevocable undertaking to vote in favour of
the Scheme at the Court Meeting and the resolutions to be proposed at the
Imprint EGM in respect of a total of 51,500 Imprint Shares representing
approximately 0.13 per cent. of Imprint's current issued share capital;
1.2 John Hunter has given an irrevocable undertaking to vote in favour of
the Scheme at the Court Meeting and the resolutions to be proposed at the
Imprint EGM in respect of a total of 4,000 Imprint Shares representing
approximately 0.01 per cent. of Imprint's current issued share capital;
1.3 Robert Thesiger has given an irrevocable undertaking to vote in
favour of the Scheme at the Court Meeting and the resolutions to be proposed at
the Imprint EGM in respect of a total of 375,201 Imprint Shares representing
approximately 0.98 per cent. of Imprint's current issued share capital; and
1.4 Colin Webster has given an irrevocable undertaking to vote in favour
of the Scheme at the Court Meeting and the resolutions to be proposed at the
Imprint EGM in respect of a total of 9,000 Imprint Shares representing
approximately 0.02 per cent. of Imprint's current issued share capital.
2.0 The undertakings referred to in paragraph 1 above will cease to be
binding if a firm announcement of a competing offer for Imprint is made, the
value of which, in Altium's reasonable opinion, exceeds the value of the
consideration offered by Hydrogen pursuant to the Acquisition calculated as at
the date of such announcement by 20 per cent. or more.
3 Hydrogen has received irrevocable undertakings 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 other Imprint Shareholders in respect of
9,090,368 Imprint Shares in aggregate, representing approximately 23.72 per
cent. of Imprint's entire existing issued ordinary share capital. Details of the
irrevocable undertakings are as follows:
3.1 Artemis Investment Management Limited has irrevocably undertaken to
vote in favour of the Scheme at the Court Meeting and the resolutions to be
proposed at the Imprint EGM in respect of 1,205,000 Imprint Shares representing
approximately 3.14 per cent. of Imprint's current issued ordinary share capital.
3.2 Gartmore Investment Limited has irrevocably undertaken to vote in
favour of the Scheme at the Court Meeting and the resolutions to be proposed at
the Imprint EGM in respect of 3,101,010 Imprint Shares representing
approximately 8.09 per cent. of Imprint's current issued ordinary share capital.
3.3 Baycliffe Limited has irrevocably undertaken to vote in favour of the
Scheme at the Court Meeting and the resolutions to be proposed at the Imprint
EGM in respect of 2,325,358 Imprint Shares representing approximately 6.07 per
cent. of Imprint's current issued ordinary share capital.
3.4 Brian Hamill has irrevocably undertaken to vote in favour of the
Scheme at the Court Meeting and the resolutions to be proposed at the Imprint
EGM in respect of 2,459,000 Imprint Shares representing approximately 6.42 per
cent. of Imprint's current issued ordinary share capital.
4 The undertakings referred to in paragraph 3 above will cease to be
binding if the Scheme lapses (unless Hydrogen then makes a takeover offer for
Imprint within 14 days). The undertakings will, in certain circumstances, also
cease to be binding if a competing offer is made for Imprint which exceeds the
value of the consideration offered by Hydrogen pursuant to the Acquisition by
more than 10 per cent..
5 Hydrogen has received 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 non-director shareholders of Imprint in respect
of 7,532,454 Imprint Shares in aggregate, representing approximately 19.65 per
cent. of Imprint's entire existing issued ordinary share capital. Details of the
letters of intent are as follows:
5.1 Pierce Casey has signed a letter of intent indicating he
intends intend to vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the Imprint EGM in respect of 1,261,325 Imprint
Shares representing approximately 3.29 per cent. of Imprint's current issued
ordinary share capital.
5.2 Morley Fund Management Limited has signed a letter of intent
indicating they intend to vote in favour of the Scheme at the Court Meeting and
the resolutions to be proposed at the Imprint EGM in respect of 1,100,000
Imprint Shares representing approximately 2.87 per cent. of Imprint's current
issued ordinary share capital.
5.3 University Superannuation Scheme Limited has signed a letter
of intent indicating they intend to vote in favour of the Scheme at the Court
Meeting and the resolutions to be proposed at the Imprint EGM in respect of
1,087,015 Imprint Shares representing approximately 2.84 per cent. of Imprint's
current issued ordinary share capital.
5.4 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.
5.1 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.
5.2 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.
5.3 Guy Thomas 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 527,000 Imprint Shares representing
approximately 1.38 per cent. of Imprint's current issued ordinary share capital.
5.4 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.
5.5 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.
5.6 Ronan Colleran 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.
5.7 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.
5.8 Aberdeen Asset Managers 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 203,060 Imprint
Shares representing approximately 0.53 per cent. of Imprint's current issued
ordinary share capital.
6 Hydrogen has 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:
6.1 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.
6.2 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.
This information is provided by RNS
The company news service from the London Stock Exchange
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