EGM requisition
4imprint Group PLC
23 September 2003
Press Release 23 September 2003
4imprint Group plc
('4imprint' or 'the Company')
EGM requisition
The Board announces that it has received a notice requisitioning an
extraordinary general meeting to be held by no later than 10th November 2003
from three shareholders representing 40% of the issued share capital of the
Company.
The notice includes resolutions to remove all the current non-executive
directors of the Company, namely Rodger Booth, Peter Evans, Michael Potter and
Nick Temple, and for them to be replaced by Antony Lee, Edward Bramson and
Matthew Peacock. Messrs Bramson and Peacock are representatives of Hanover
Investment Partners IV Incorporated ('HIP-IV'), which recently acquired a 26.6%
interest in the Company.
The Company has held a number of meetings with HIP-IV in the last few weeks. At
these meetings HIP-IV expressed its belief that substantial changes to the Board
were required. The Company listened to these views and sought to accommodate
HIP-IV's position as a significant shareholder, whilst ensuring that the
interests of all Shareholders were considered and control of the Board would not
be passed to a minority shareholder. In this respect the Board proposed to
HIP-IV that the following changes be made to the Company's Board:
- two new non-executive directors be appointed, both of whom would be
nominated by HIP-IV;
- Nick Temple and Peter Evans would remain as non-executive directors of
the Company;
- Nick Temple would become chairman as soon as practicable;
- Rodger Booth and Michael Potter would resign from the Board as soon as
practicable; and
- the two executive directors would retain their current roles.
Against this background the Board is extremely disappointed that HIP-IV has
decided to take the course of action that it has.
The Board will shortly be writing to Shareholders explaining its position, at
which point the necessary EGM will be convened.
- Ends -
For further information, please contact:
4imprint Group plc
Dick Nelson, CEO Tel: 00 1 920 236 7270
Email: dnelson@4imprint.com
Media enquiries:
Bankside
Henry Harrison-Topham Tel: +44 (0) 20 7444 4140
Email: henry.ht@bankside.com www.bankside.com
Notes to editors:
4imprint Group plc is a leading international group of wholly owned companies in
the highly fragmented $30 billion promotional products industry. Globally, the
Company is the largest direct marketer of imprinted promotional products, and
the fourth largest distributor. The Company's blue-chip roster of clients
includes ABB, Amec, Barclays, BT, BMW, British Airways, Cessna, DaimlerChrysler
UK, Hitachi Data Systems, IBM, JCB, Microsoft, Raytheon, Sikorsky Aircraft
Corporation, Trinity Healthcare and Union Pacific and other leading companies
who use promotional products to build their brand and increase customer loyalty.
The Company operates in four distribution channels: Direct Marketing,
Corporate Programmes, Premiums and Partner Services.
The Group headquarters is in Whitefield with other UK facilities in Manchester,
London and Bristol. The 4imprint US offices are located in Oshkosh, Wisconsin
and Quincy, Massachusetts. In addition, 4imprint has operations in France,
Germany, and Hong Kong.
4imprint has worked closely with clients for over 25 years in the use of branded
promotional products to support customers' marketing and branding efforts. The
Company offers the only global solution in the industry in the areas of product
sourcing and services.
The Company has developed proprietary systems that provide the easiest way to
order imprinted promotional products. Its full e-commerce enabled online
solutions provide customers with 24/7 access. 4imprint has 700 highly trained
employees and currently provides services to more than 200,000 customers,
including all of the Fortune 100(R) companies.
4imprint is traded on the London Stock Exchange under the symbol FOUR. The
Company has established an American Depositary Receipts (ADR) programme in the
US for US-based investors.
Website: www.4imprint.com
www.4imprint.co.uk
www.4imprint.com/canada
This information is provided by RNS
The company news service from the London Stock Exchange