IMP Imprint

RNS Number:6982T
Imprint Plc
02 May 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")


Recommended acquisition of Imprint by Sawbuck UK Limited ("Premier UK"), a
member of the Premier Group of companies ("Premier Group"), to be implemented by
means of a scheme of arrangement under section 899 of the Companies Act 2006
(the "Acquisition")


Results of Court Meeting and Imprint EGM

On 4 March 2008, Premier Group announced the terms of a cash offer for the
entire issued and to be issued share capital of Imprint at an offer price of 115
pence for every Imprint Share. On 12 March 2008, the Board of Imprint announced
that it intended to recommend the Acquisition and on 28 March 2008 the Boards of
Imprint and Premier UK announced that they had agreed that the Acquisition
should be implemented by way of a scheme of arrangement under section 899 of the
Companies Act 2006 (the "Scheme"). A circular (the "Scheme Document")
containing, inter alia, the terms and conditions of the Acquisition and notices
convening the Court meeting ("Court Meeting") and the Imprint extraordinary
general meeting (the "Imprint EGM"), was posted to Imprint Shareholders on 8
April 2008.


Imprint is pleased to announce that:

  * at the Court Meeting held earlier today to approve the Scheme between
    Imprint and the holders of Scheme Shares (as defined in the Scheme
    Document), a majority in number of the Scheme Shareholders present and
    voting on a poll (either in person or by proxy), representing not less than
    75 per cent. in value of all Scheme Shares, voted in favour of the
    resolution to approve the Scheme; and

  * at the Imprint EGM, also held earlier today, the special resolution
    proposed to Imprint Shareholders to approve amendments to Imprint's Articles
    of Association, and other actions necessary for the implementation of the
    Scheme was passed by the requisite majority on a poll.

The voting of those Imprint Shareholders who cast votes either in person or by
proxy at the Court Meeting and/or at the Imprint EGM is summarised below:

Votes cast either in person or by proxy at the Court Meeting

          Number of Imprint    % of Imprint    Number of Imprint   % of Imprint
        Shareholders voting    Shareholders         Shares voted   Shares voted
                                     voting
FOR                     79              100        19,034,939               100
AGAINST                nil              nil               nil               nil

Votes cast either in person or by proxy at the Imprint EGM


          Number of Imprint  % of Imprint    Number of Imprint     % of Imprint
        Shareholders voting  Shareholders         Shares voted     Shares voted
                                   voting
FOR                     79          97.47           19,220,417            99.78
AGAINST                  2           2.53               42,342             0.22

Completion of the Acquisition remains subject to the sanction of the Scheme by
the Court and the satisfaction or, where relevant, waiver of the Conditions set
out in the Scheme Document. A timetable of expected key dates is set out below.
The Acquisition is expected to become effective on 23 May 2008.


Expected timetable

Imprint currently expects key events to occur in accordance with the following
timetable*:

Date     Time  Event
(2008)
20 May     -     First Court Hearing to sanction the Scheme
21 May   6.00pm  Hearing Record Time
22 May     -     Second Court Hearing to confirm the Reduction of Capital
22 May     -     Last day of dealings in, and for registration of transfers of,
                 and disablement in CREST of, Imprint Shares
22 May   6.00pm  Scheme Record Time
23 May     -     Effective Date of the Scheme
23 May   7.00am  Cancellation of listing of Imprint Shares
6 June     -     Latest date for the despatch of cheques and settlement through
                 CREST in respect of the Cash Consideration

* These times and dates are indicative only and will depend on, amongst other
things, the date upon which the Conditions are satisfied or, where relevant,
waived, and the date on which the Court sanctions the Scheme and confirms the
associated Reduction of Capital as well as the date on which the Court Orders
are delivered to and registered by the Registrar of Companies.

Capitalised terms in this announcement have the same meaning as set out in the
Scheme Document unless the context requires otherwise.


Enquiries

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


The Directors of Imprint accept responsibility for the information contained in 
this announcement. To the best of the knowledge and belief of the Directors of 
Imprint (who have 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 by the Financial 
Services Authority, is acting exclusively for Imprint and for no-one else in 
connection with the matters described in this announcement 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 to 
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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