RNS Number:9522N
OPD Group PLC
13 February 2008
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE IT
IS UNLAWFUL TO DO SO
13 February 2008
For release at 5pm
Increased Offer with Full Cash Alternative and Share Election Facility
by
OPD Group plc
for the entire issued and to be issued share capital of
Imprint plc
1. INTRODUCTION
Following its announcement on 11 February 2008, the Board of OPD is pleased to
announce an increase in the terms of its increased offer to be made by OPD for
the entire issued and to be issued share capital of Imprint not already owned by
the OPD Group. The key highlights are:
*Increased Offer of 5 OPD shares for every 14 Imprint shares plus 36.75
pence in cash representing a value of 95.41 pence per share based on closing
mid-market prices for OPD and Imprint shares on 12 February 2008.
*Full Cash Alternative of 93 pence for every Imprint Share.
*Share Election Facility to allow shareholders to take shares in lieu of
cash subject to equal and opposite elections for cash.
*The cash offer will be financed by a �32 million revolving credit
facility from Barclays Bank plc and a loan facility of �5 million from Mr
Peter Hearn, the chairman of OPD.
*Should all Imprint Shareholders choose to elect the Full Cash Alternative
the Acquisition will be significantly earnings enhancing (before
amortisation of intangible assets and one-off integration costs) in the
current year. *
The OPD Board believes the terms of the Increased Offer are compelling for both
OPD and Imprint Shareholders and allow Imprint Shareholders the option to
receive either cash in full on completion or participate in the future growth of
the Enlarged Group through electing to take New OPD Shares under the Share
Election Facility.
The Increased Offer Document and the New Form of Acceptance will be posted to
Imprint Shareholders (other than to overseas Imprint Shareholders in the
circumstances permitted under the City Code or in accordance with any
dispensation given by the Panel) as soon as reasonably practicable. As the
Increased Offer constitutes a material change to the terms of the Acquisition
under the Listing Rules OPD will be required to seek OPD Shareholders approval.
A Revised Circular will be dispatched to OPD Shareholders as soon as is
reasonably practicable.
* The statement that the Acquisition is expected to be significantly earnings
enhancing in the current year does not constitute a profit forecast and should
not be interpreted to mean that the earnings per share of OPD in the financial
year commencing 1 January 2008 or in any subsequent period will necessarily
match or be greater than those for the relevant preceding financial period.
2. SUMMARY OF THE TERMS OF THE INCREASED OFFER
The Increased Offer, which will be subject to the conditions and further terms
set out in the Offer Document save as otherwise set out in this Announcement and
the Increased Offer Document and New Form of Acceptance, will be made on the
following basis:
for every 14 Imprint Shares 5 New OPD Shares
together with a cash payment of 36.75 pence per Imprint Share
Fractions of New OPD Shares will not be allotted or issued to holders of Imprint
Shares who accept the Increased Offer (including such holders who are deemed to
accept the Increased Offer). Fractional entitlements to New OPD Shares will be
aggregated and sold in the market and the net proceeds of sale distributed pro
rata to the Imprint Shareholders entitled thereto, save that individual
entitlements to amounts of less than �5.00 will be retained for the benefit of
the Enlarged Group.
The Increased Offer values the entire issued share capital and in the money
share options of Imprint at approximately �37.5 million and represents:
* a premium of approximately 6.0 per cent. to the Closing Price of 90
pence per Imprint Share on 12 February 2008, being the latest practicable
date prior to the release of the Announcement;
* a premium of approximately 16.0 per cent. to the Closing Price of 82.25
pence per Imprint Share on 11 October 2007, being the day on which Imprint
announced that trading in September 2007 had been materially below the
Imprint Board's expectations; and
* a discount of approximately 41.6 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.
Assuming acceptance of the Increased Offer in full, the maximum number of New
OPD Shares that would be issued pursuant to the Increased Offer is 13,311,977,
representing approximately 33.39 per cent. of the Enlarged Issued Share Capital
(based on the existing issued ordinary share capital of OPD and the existing
issued ordinary share capital of Imprint as at the date of this Announcement,
and assuming the exercise of all outstanding options with an exercise price of
less than 95.41 pence per share under the Imprint Employee Share Schemes).
The New OPD Shares will rank pari passu with the existing OPD Shares, including
in respect of all dividends made, paid or declared from the time they are issued
and allotted.
The Imprint Shares will be acquired pursuant to the Increased Offer fully paid
and free from all liens, charges, equitable interests, encumbrances, rights of
pre-emption and any other third party rights or interests of any nature
whatsoever and together with all rights now and hereafter attaching to them,
including, without limitation, the right to receive in full and retain all
dividends and other distributions (if any) declared, made or paid in respect of
the Imprint Shares on or after 13 February 2008 .
Based on the Closing Price, on 12 February 2008, of 164.25 pence per OPD Share,
the Increased Offer values each Imprint Share at 95.41 pence and the existing
issued share capital and in the money share options of Imprint at approximately
�37.5 million in aggregate.
3. FULL CASH ALTERNATIVE
As an alternative to the basic entitlement under the Increased Offer, each
Imprint Shareholder will be entitled to elect to receive a Full Cash Alternative
of:
93 pence in cash for each Imprint Share
The Full Cash Alternative will be financed out of a revolving credit facility of
�32 million from Barclays Bank plc and a loan facility from Mr Peter Hearn, the
Chairman of OPD, of �5 million.
The full terms of the Full Cash Alternative will be set out in the Increased
Offer Document and in the New Form of Acceptance.
4. SHARE ELECTION FACILITY
Imprint Shareholders accepting the Increased Offer may elect to receive (subject
to the limitations below) New OPD Shares in lieu of all of the cash to which
they would otherwise be entitled.
Satisfaction of elections under the Share Election Facility will be effected on
the basis of one New OPD Share for 157.5 pence in cash (being the Closing Price
of an OPD Share on 8 February 2008).
The maximum number of New OPD Shares to be issued under the Increased Offer will
remain at 13,311,977 and will not be increased as a result of elections under
the Share Election Facility. Accordingly, satisfaction of elections made by
accepting Imprint Shareholders for New OPD Shares in lieu of cash under the
Share Election Facility will depend on the extent to which other accepting
Imprint Shareholders make equal and opposite elections. To the extent that
elections for New OPD Shares cannot be satisfied in full, they will be scaled
down on a pro rata basis.
As a result, Imprint Shareholders who make an election under the Share Election
Facility will not necessarily know the exact number of New OPD Shares (or the
amount of cash) which they will receive pursuant to the Increased Offer until
settlement of the consideration under the Increased Offer.
An Imprint Shareholder may elect to receive cash in respect of less than the
aggregate number of New OPD Shares to which it would otherwise be entitled under
the basic terms of the Increased Offer, in which case satisfaction of such
elections will be effected on the basis of 157.5 pence in cash (being the
Closing Price of an OPD Share on 8 February 2008) for each New OPD Share.
The Share Election Facility and Full Cash Alternative will remain open until 14
days following the posting of the Increased Offer Document, which is expected to
be posted on 15 February 2008. If the Increased Offer is not then unconditional
as to acceptances, OPD may extend the Share Election Facility and Full Cash
Alternative to a later date. If the Share Election Facility and Full Cash
Alternative have been closed, OPD reserves the right to reintroduce a Share
Election Facility and Full Cash Alternative, subject to the Code. The Share
Election Facility and Full Cash Alternative are conditional on the Increased
Offer becoming or being declared unconditional in all respects.
The full terms of the Share Election Facility and Full Cash Alternative will be
set out in the Increased Offer Document and in the New Form of Acceptance.
5. IRREVOCABLE UNDERTAKINGS TO ACCEPT THE INCREASED OFFER
OPD received irrevocable undertakings to accept, or procure acceptance of, the
Original Offer from the Imprint Directors who hold, in aggregate, 439,701
Imprint Shares representing approximately 1.14 per cent. of the existing issued
share capital of Imprint. Acceptances made pursuant to these undertakings will
be treated as acceptances of the Increased Offer. These undertakings will lapse
if the Original Offer (as revised from time to time, including by way of the
Increased Offer) is withdrawn or lapses.
Further details of these irrevocable undertakings are set out in Appendix I to
this Announcement.
6. IMPRINT EMPLOYEE SHARE SCHEMES
The Increased Offer will extend to any Imprint Shares unconditionally allotted
or issued fully paid (or credited as fully paid) whilst the Increased Offer
remains open for acceptance (or until such earlier date as, subject to the City
Code, OPD may decide, being not earlier than the date on which the Increased
Offer becomes or is declared unconditional as to acceptances, or if later, the
final closing date of the Increased Offer), including those allotted or issued
as a result of the exercise of options or awards under the Imprint Employee
Share Schemes.
OPD intends to make appropriate proposals to the holders of options and awards
under the Imprint Employee Share Schemes upon the Increased Offer becoming or
being declared unconditional in all respects, to the extent that such options
and awards have not by then been exercised.
7. INTERESTS IN IMPRINT SHARES
Prior to the Offer PSD Limited, a subsidiary of OPD, owned 2,000,000 Imprint
Shares. Save for these Imprint Shares, neither OPD nor any of its directors, nor
any member of the OPD Group, nor so far as they are aware, any person acting in
concert with OPD, owns or controls or has any interests in securities in any
Imprint Shares (including pursuant to any long exposure, whether conditional or
absolute, to changes in the prices of securities) or any rights to subscribe for
or purchase or any option to acquire or any obligation to take delivery of, any
Imprint Shares or has entered into any derivatives referenced to Imprint Shares
or which result in that person holding a long position in securities related to
Imprint Shares ("Relevant Imprint Securities") which remain outstanding, nor
does any such person hold any short positions in relation to Relevant Imprint
Securities (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
Relevant Imprint Securities. An "arrangement" includes any indemnity or option
arrangement and any agreement or understanding, formal or informal, of whatever
nature, relating to Relevant Imprint Securities which may be an inducement to
deal or refrain from dealing in such securities. Neither OPD nor, so far as they
are aware, any person acting in concert with OPD has borrowed or lent any
Relevant Imprint Securities.
8. FINANCING THE INCREASED OFFER AND THE FULL CASH ALTERNATIVE
Full acceptance of the Full Cash Alternative, assuming the exercise of all
outstanding options with an exercise price of less than 93 pence per Imprint
Share under the Imprint Employee Share Schemes and the acceptance of the
Increased Offer by all Imprint Shareholders before the Increased Offer closes,
will result in the payment to Imprint Shareholders of approximately �34.7
million in cash.
The cash consideration payable under the terms of the Increased Offer and the
Full Cash Alternative is to be financed out of a revolving credit facility of
�32 million from Barclays Bank plc and an unsecured loan facility on normal
commercial terms from Mr Peter Hearn, chairman of OPD, of �5 million. Herax,
financial adviser to OPD, is satisfied that sufficient financial resources are
available to OPD to satisfy the consideration payable as a result of full
acceptance of the Full Cash Alternative.
9. OPD SHAREHOLDER APPROVAL
As the Increased Offer constitutes a material change to the terms of the
Acquisition under the Listing Rules, OPD will be required to seek the approval
of the OPD Shareholders for the Acquisition. The Revised Circular will contain a
notice of extraordinary general meeting of OPD shareholders and will be sent to
OPD Shareholders as soon as is reasonably practicable. OPD Shareholders will
also be asked for authority to increase the authorised share capital of OPD to
the extent necessary to implement the Increased Offer and to grant the requisite
allotment authority. The Increased Offer will be conditional on, among other
things, the requisite resolutions being passed by the OPD Shareholders at the
OPD EGM.
The OPD Board have irrevocably undertaken to vote in favour of the resolution(s)
to be proposed at the OPD EGM in respect of their own beneficial holdings of, in
aggregate, 5,366,678 OPD Shares, and have agreed to procure that their connected
persons, who hold in aggregate 122,074 OPD Shares, shall vote in favour of such
resolution(s), which taken together represent approximately 20.67 per cent. of
the existing issued share capital of the Company as at 12 February 2008, being
the latest practicable date prior to the release of this Announcement.
The Offer Document and the Equivalent Information Document contain information
relating to the Enlarged Group and the New OPD Shares.
10. TERMS AND CONDITIONS OF THE INCREASED OFFER
The Increased Offer will be made on the terms and subject to the conditions of
the Original Offer set out in part 3 of the Offer Document save as set out in
this Announcement and in particular as set out below:
(a) references in such part 3 to the "Offer" shall be deemed to be references to
the "Increased Offer";
(b) except where the context requires otherwise, any references in such part 3
to "Form of Acceptance" means the New Form of Acceptance;
(c) the Increased Offer will not be subject to the condition set out in
paragraph (d) of section A of part 3 of the Offer Document and such condition
shall be deleted accordingly. This condition was (if required by OPD) the
passing of a resolution by Imprint Shareholders to approve the alteration of
Imprint's articles of association requiring any person who acquires Imprint
Shares pursuant to Imprint's unapproved share option scheme after the first date
of issue of squeeze out notices under Chapter 3 of Part 28 of the CA 2006 to be
deemed to have offered those shares to OPD for the consideration payable under
the Offer, such offer remaining capable of acceptance by OPD for 30 days;
(d) the Increased Offer will be conditional upon the passing at the OPD EGM (or
at any adjournment thereof) of all such resolutions as may be necessary to
approve, implement and effect the Increased Offer and the acquisition by OPD of
Imprint pursuant thereto, including (without limitation) such resolutions as may
be necessary to increase the authorised share capital of OPD and to grant to the
OPD Directors authority to allot the New OPD Shares, and the condition set out
in paragraph (c) of section A of part 3 of the Offer Document shall be amended
accordingly;
(e) the consideration to be paid to Imprint Shareholders pursuant to the
Increased Offer will be made on the terms set out in this Announcement, detailed
terms of which will be included in the Increased Offer Document;
(f) the Increased Offer will be open for acceptance until 14 days after the
posting of the Increased Offer Document, which is expected to be posted on 15
February 2008.
11. GENERAL
Save as set out in this Announcement, the Increased Offer will be made on the
same terms and subject to the same conditions as set out in the Offer Document.
The Increased Offer Document setting out the full terms of the Increased Offer
will be sent out to Imprint Shareholders (other than to overseas Imprint
Shareholders in the circumstances permitted under the City Code or in accordance
with any dispensation given by the Panel) as soon as reasonably practicable and
which is expected to be on 15 February 2008, together with the New Form of
Acceptance. In deciding whether or not to accept the Increased Offer, Imprint
Shareholders should rely solely on the information contained in, and follow the
procedures set out in, the Offer Document, the Increased Offer Document, the
Equivalent Information Document, the Form of Acceptance and the New Form of
Acceptance.
Imprint Shareholders who want to accept the Increased Offer should complete the
New Form of Acceptance which will be posted to Imprint Shareholders as soon as
reasonably practicable and send this together with their share certificates to
Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU, so as to be received as soon as possible. Imprint
shareholders who hold their shares in uncertificated form should ensure that an
electronic acceptance is made through CREST in accordance with the procedures
that will be set out in the Increased Offer Document. Imprint Shareholders will
be entitled to amend the proportions in which they receive cash and/or shares as
consideration under the terms of the Share Election Facility and Full Cash
Alternative up until the time at which the Increased Offer is declared
unconditional as to acceptances.
The bases and sources of certain financial information contained in this
Announcement are set out in Appendix I. Terms used in but not defined in this
Announcement shall have the same meaning given to them in the Offer Document.
Certain further terms used in this Announcement are defined in Appendix II.
Enquiries:
OPD
Francesca Robinson (Chief Executive Officer) Tel: +44 (0)20 7970 9661
Ian Moss (Finance Director)
Herax (Financial Adviser to OPD)
Angus MacPherson Tel: +44 (0)20 7355 9980
Investec (Broker to OPD)
Ben Poynter Tel: +44 (0)20 7597 4000
Bankside (Public Relations adviser to OPD)
Ian Seaton Tel: +44 (0)20 7367 8891
Simon Bloomfield Tel: +44 (0)20 7367 8861
Herax, which is authorised and regulated by the Financial Services Authority in
the United Kingdom, is acting exclusively for OPD and no one else in connection
with the Increased Offer and will not be responsible to anyone other than OPD
for providing the protections afforded to clients of Herax nor for providing
advice in relation to the Increased Offer, the content of this Announcement or
any other matter or arrangement referred to herein.
Investec, which is authorised and regulated by the Financial Services Authority
in the United Kingdom, is acting exclusively for OPD and no one else in
connection with the Increased Offer and will not be responsible to anyone other
than OPD for providing the protections afforded to clients of Investec nor for
providing advice in relation to the Increased Offer, the content of this
Announcement or any other matter or arrangement referred to herein.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES NOR THE SOLICITATION OF ANY VOTE OR
APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN
CONTRAVENTION OF ANY APPLICABLE LAW. THE INCREASED OFFER WILL BE MADE SOLELY BY
MEANS OF THE OFFER DOCUMENT, THE INCREASED OFFER DOCUMENT, THE FORM OF
ACCEPTANCE AND THE NEW FORM OF ACCEPTANCE.
OPD will prepare the Revised Circular which will be sent to OPD Shareholders as
soon as is reasonably practicable. OPD Shareholders may obtain a further free
copy of the Revised Circular, when it becomes available, from the offices of
Stephenson Harwood, One St Paul's Churchyard, London EC4M 8SH.
The OPD Directors accept responsibility for the information contained in this
Announcement. To the best of the knowledge and belief of the OPD Directors (who
have taken all reasonable care to ensure that such is the case), the information
contained in this Announcement for which they accept responsibility is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
Further Information on the Increased Offer
This Announcement has been prepared for the purposes of complying with English
law, the City Code and the Listing Rules and information disclosed may not be
the same as that which would have been disclosed if this Announcement had been
prepared in accordance with the laws of jurisdictions outside England.
The Increased Offer will be subject to the applicable rules and regulations of
the Financial Services Authority, the London Stock Exchange and the City Code.
Forward Looking Statements
This Announcement, including information included or incorporated by reference
in this Announcement, may contain "forward-looking statements" concerning
Imprint and OPD. Generally, the words "will", "may", "should", "continue",
"believes", "expects", "intends", "anticipates" or similar expressions identify
forward-looking statements. The forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the companies' abilities to
control or estimate precisely, such as future market conditions and the
behaviours of other market participants, and therefore undue reliance should not
be placed on such statements. OPD assumes no obligation and does not intend to
update these forward-looking statements, except as required pursuant to
applicable law.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1% or more of any class of "relevant
securities" of OPD or Imprint, all "dealings" in any "relevant securities" of
that company (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 3.30p.m. (London time) on the Business Day following the date of the
relevant transaction. This requirement will continue until the date on which the
Increased Offer becomes, or is declared, unconditional as to acceptances or is
otherwise withdrawn or on which the "offer period" otherwise ends. 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 OPD or
Imprint, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of OPD or Imprint by OPD or Imprint, 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 Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8 of the Code, you should contact an
independent financial adviser authorised under FSMA or consult the Panel's
website or contact the Panel on telephone number +44 (0)20 7638 0129.
OPD confirms that it has in issue 26,560,334 ordinary shares of 5 pence nominal
value each which are admitted to the Official List and admitted to trading on
the London Stock Exchange's main market for listed securities under the UK ISIN
code GB0007053944.
If the Increased Offer proceeds a further 13,311,977 OPD Shares will be issued,
giving a total of 39,872,311 OPD Shares in issue (assuming full acceptance of
the Increased Offer and that no elections are made under the Full Cash
Alternative and assuming the exercise of all outstanding options with an
exercise price of less than the Increased Offer Price under the Imprint Share
Option Schemes before the Increased Offer closes).
APPENDIX I
Bases, Sources and Irrevocable Undertakings
(a) References to the existing issued share capital of Imprint are
references to Imprint Shares in issue on 12 February 2008 (being the last
practicable Business Day prior to the release of this Announcement), being
38,323,538 Imprint Shares.
(b) References to the existing issued share capital of OPD are references to
OPD Shares in issue on 12 February 2008 (being the last practicable Business Day
prior to the release of this Announcement), being 26,560,334 OPD Shares.
(c) The value attributed to the existing issued and to be issued share
capital of Imprint is based upon the 38,323,538 Imprint Shares being in issue on
12 February 2008 (being the latest practicable date prior to the date of this
Announcement) and on all outstanding options and awards granted under the
Imprint Employee Share Schemes which have an exercise price per Imprint Share
lower than the Increased Offer Price having been exercised.
(d) Imprint Share prices and OPD Share prices represent the respective
Closing Price on the relevant date.
(e) The Imprint Directors have given irrevocable undertakings to accept or
procure the acceptance of the Original Offer in respect of the following Imprint
Shares owned by them or their connected persons:
Name Number of Imprint Percentage of existing issued share
Shares capital
Colin Webster 9,000 0.02 %
John Gordon 51,500 0.13%
John Hunter 4,000 0.01 %
Robert Thesiger 375,201 0.98%
Total 439,701 1.14%
Acceptances made pursuant to the undertakings referred to above will be treated
as acceptances of the Increased Offer. These undertakings will lapse if the
Original Offer (as revised from time to time, including by way of the Increased
Offer) is withdrawn or lapses. The undertakings referred to above would have
lapsed if, prior to 18 December 2007, the date on which the Imprint Directors
were required to accept the Original Offer, a third party had announced a firm
intention to make an offer under Rule 2.5 of the Code for the entire issued
share capital of Imprint, other than that which is already owned by the person
making such offer, if the value of the consideration available pursuant to such
competing offer represented an increase of 20 per cent. or more to the value of
the consideration offered under the Original Offer.
(f) Of those irrevocable undertakings to accept the Original Offer
referred to in (e) above, the following remain outstanding and have not been
assented to the Original Offer:
Name Number of Imprint Percentage of existing issued share
Shares capital
Robert Thesiger 375,201 0.98 %
APPENDIX II
Further definitions
The following definitions apply throughout this Announcement, unless the context
otherwise requires:
"Acquisition" the proposed acquisition of the whole of the issued and to be
issued share capital of Imprint by OPD by means of the
Increased Offer;
"Announcement" this announcement made by OPD under Rule 2.5 of the City Code
regarding the proposed acquisition of Imprint by means of the
Increased Offer;
"Enlarged Issued the issued share capital of OPD as enlarged by the issue of
Share Capital" the New OPD Shares (assuming full acceptance of the Increased
Offer and assuming the exercise of all outstanding options
with an exercise price of less than the Increased Offer Price
under the Imprint Share Option Schemes before the Increased
Offer closes);
"Equivalent the document issued to Imprint Shareholders on 4 December
Information 2007 containing information which is regarded by the FSA as
Document" being equivalent to that required to be contained in a
prospectus for the purposes of sub-sections 1.2.2(2) and
1.2.3(3) of the Prospectus Rules relating to OPD and the New
OPD Shares;
"Full Cash the facility under which an Imprint Shareholder (other than
Alternative" certain Overseas Shareholders) may elect to receive only cash
in respect of all of his Imprint Shares;
"Imprint" Imprint Plc (registered number 4119955) whose registered
address is at Wellington House, 152 Strand, London WC2R OAP;
"Increased Offer" the increased offer referred to in this Announcement to be
made by OPD to acquire the entire issued and to be issued
share capital of Imprint (other than Imprint Shares already
owned by the OPD Group) on the terms and subject to the
conditions set out in the Increased Offer Document, in the
case of Imprint Shares held in certificated form, the New
Form of Acceptance, and in this Announcement, and, where the
context so requires, any subsequent revision, variation,
extension or renewal thereof;
"Increased Offer the document to be sent to Imprint Shareholders shortly
Document" containing the Increased Offer;
"Increased Offer 95.41 pence per Imprint Share;
Price"
"New Form of the form of acceptance and authority relating to the
Acceptance" Increased Offer which will accompany the Increased Offer
Document;
"New OPD Shares" new ordinary shares of 5 pence each in the capital of OPD to
be allotted and issued, credited as fully paid, as
consideration under the Increased Offer;
"Offer Document" the document containing the Original Offer posted to Imprint
Shareholders on 4 December 2007;
"Offer Period" the period commencing on 9 August 2007 (being the date of the
announcement of the Alchemy Backed Approach) and ending on
the date which is the latest of (i) the first closing date of
the Increased Offer, (ii) the date on which the Increased
Offer becomes or is declared unconditional as to acceptances
and (iii) the date on which the Increased Offer lapses or is
withdrawn;
"OPD EGM" the extraordinary general meeting of OPD to be held at the
offices of Stephenson Harwood, One St Paul's Churchyard,
London EC4M 8SH to consider, and if thought fit, approve the
Acquisition and to authorise the OPD Directors to take all
necessary or appropriate steps and do all necessary or
appropriate things to approve, implement and effect the
Increased Offer and/or the Acquisition, including (without
limitation) such resolutions as may be necessary to increase
the authorised share capital of OPD, to grant the OPD
Directors authority to allot the New OPD Shares and to
disapply any relevant pre-emption rights;
"Original Offer" the recommended offer made by OPD on 4 December 2007 to
acquire the entire issued and to be issued share capital of
Imprint, on the terms and subject to the conditions set out
in the Offer Document and the Form of Acceptance;
"Original the document sent to OPD Shareholders on 4 December 2007
Circular" containing the notice of OPD's extraordinary general meeting
held on 27 December 2007 to approve, inter alia, the Original
Offer;
"Revised Circular" the document to be sent to OPD Shareholders containing the
notice of OPD's extraordinary general meeting to be held to
approve, inter alia, the Increased Offer; and
"Share Election the facility under which an Imprint Shareholder (other than
Facility" certain Overseas Shareholders) may elect to receive more New
OPD Shares or more cash in respect of his Imprint Shares than
he would receive absent such an election.
All references to legislation in this Announcement are to legislation of England
and Wales, unless the contrary is indicated. Any reference made to any provision
of any legislation includes any amendment, modification, re-enactment or
extension thereof.
The singular shall include the plural and vice versa, and words importing the
masculine gender shall include the feminine or neutral gender.
References to "�", "Sterling", "p", "penny" and "pence" are to the lawful
currency of the United Kingdom.
References to time are to London time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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