IMP Imprint

RNS Number:6490N
Takeover Panel
08 February 2008

                                                                          2008/6



                                   OFFERS BY
                             OPD Group plc ("opd")
                                      AND
                        hydrogen GROUP plc ("HYDROGEN")
                                      FOR
                            IMPRINT PLC ("IMPRINT")


On 7 November 2007, OPD announced a recommended offer for Imprint of 5 new OPD
shares for every 14 Imprint shares together with a cash payment of 10 pence per
Imprint share.  The OPD offer document was posted on 4 December.  On 20
December, Hydrogen announced a recommended offer for Imprint of 0.461 new
Hydrogen shares for each Imprint share to be implemented by way of a scheme of
arrangement. The Hydrogen scheme document was posted on 16 January 2008 and
meetings of Imprint shareholders to approve the Hydrogen scheme have been
convened for 29 February.

On the basis that neither offeror has declared its offer final, such that either
offer may be increased or otherwise revised, a competitive situation continues
to exist for the purposes of Rule 32.5 of the Takeover Code ("the Code").  In
order to provide an orderly framework for the resolution of this competitive
situation, and in accordance with Rule 32.5 of the Code, the Panel Executive
has, after discussions with the parties, established an auction procedure which
will take place if a competitive situation continues to exist as at 4.30 p.m.
(London time) on 8 February.  If such is the case, neither offeror may
thereafter announce a revised offer for Imprint other than in accordance with
the auction procedure summarised below.

There will be a maximum of three rounds in the auction procedure.  The first
round will take place on 11 February and, if required, the second and third
rounds will take place on 12 and 13 February respectively.  In each round, if an
offeror wishes to announce a revised offer, it must do so by means of an
announcement made via a Regulatory Information Service and released after the
close of trading hours on the London Stock Exchange on the relevant day.

In the first round, either offeror may announce a revised offer.

If one or more revised offers is announced in the first round, a second round
shall take place.  If both offerors announced a revised offer in the first
round, both offerors may announce a revised offer in the second round.  If only
one offeror announces a revised offer in the first round, only the other offeror
may announce a revised offer in the second round.

If one or more revised offers is announced in the second round, a third round
will take place.  In the third round, either offeror may announce a revised
offer.

If in any round no revised offer is announced, the auction procedure shall then
end. Following the end of the auction procedure, the Panel Executive will make
an announcement confirming that the auction has ended.

There is no requirement for a revised offer announced by either offeror during
the auction procedure to be in any particular specie or to be subject to any
minimum increment above the level of the offer previously announced by that
offeror. There is also no requirement for a revised offer announced by either
offeror during the auction procedure to be on terms superior to, or more
favourable than, the terms of the offer announced by the other offeror.  No
formula or conditional bids are allowed save that, in the third round, each
offeror may stipulate to the Panel Executive that it will only announce a
revised offer in that round if the other offeror also announces a revised offer
in that round.

The announcement of a switch from a scheme of arrangement to an offer or vice
versa will not of itself be treated as the announcement of a revised offer in
any round.

For the avoidance of doubt, the auction procedure may conclude in circumstances
where the revised offers announced by the offerors include offers of similar
values.

Between 4.30 p.m. (London time) on 8 February and the end of the auction
procedure, neither offeror nor any person acting in concert with it may deal in
relevant securities of OPD, Hydrogen or Imprint or take any steps to procure,
amend or renew any irrevocable commitment or letter of intent in relation to its
or any other offeror's offer.

The Panel Executive reserves the discretion to amend the terms of the auction
procedure as appropriate.  In particular, the times and dates referred to above
are subject to change, depending on the circumstances at the time.

Following the conclusion of the auction procedure, neither offeror is permitted
to revise the terms of its offer (including any alternative offer) for Imprint
from that announced by it at the end of the auction procedure, or to introduce
any new alternative offer (unless, under the normal provisions of the Code, a
third party announces a firm intention to make an offer for Imprint).

Each of the parties has agreed to the rules of the auction procedure and to this
announcement.


8 February 2008




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