Hydrogen Group PLC - Recommended Proposal

RNS Number:2471M
Hydrogen Group PLC
22 January 2008

Hydrogen Group PLC
22 January 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

22 January 2008

Hydrogen Group Plc

Recommended proposals for the acquisition of Imprint plc ("Imprint") by Hydrogen
Group plc ("Hydrogen")

Proposed adjournment of Court Meetings and Imprint EGM to approve scheme of
arrangement

Hydrogen notes the announcement made today by Imprint relating to the
adjournment of the Imprint EGM and Court Meetings to consider Hydrogen's
recommended offer proposals for Imprint. Hydrogen, with the full support of 3i
QPE Limited, confirms that it remains firmly committed to acquiring Imprint and
that it requested the Imprint Board to adjourn the relevant scheme of
arrangement meetings in order that Hydrogen can hold further discussions with
Imprint shareholders and carefully review its options for achieving its
objective.

Based on the closing price of a Hydrogen ordinary share of 232.5 pence on 21
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 107 pence. The terms of the Basic Offer represent a premium
of approximately 28 per cent. to the closing price on 21 January 2008 of an
Imprint ordinary share of 84 pence and a premium of 50 per cent. to the implied
value per Imprint ordinary share of the offer by OPD Group plc of 71 pence on 21
January 2008.

As described in the Scheme Document, Hydrogen has received undertakings and
letters of intent from Imprint shareholders to vote in favour of the Hydrogen
recommended offer proposals for Imprint relating, in aggregate, to 12,978,409
Imprint shares representing approximately 33.9 per cent. of the existing issued
ordinary share capital of Imprint.

The Board of Imprint continues unanimously to recommend the Hydrogen Scheme over
the offer from OPD Group plc. The Board of Hydrogen continues to strongly
recommend that Imprint shareholders take no action with respect to the OPD
offer.

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

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 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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