4imprint Group PLC
04 March 2005
4imprint Group plc ('4imprint' or the 'Company')
Further Information on Share Buy Back
4imprint announced on 21 February 2005 that the Board had decided to undertake a
share buy back programme, returning up to £10 million to shareholders. This
programme will take the form of a tender offer, details of which are set out
below:
Tender Offer
The Directors are proposing a tender offer ('Tender Offer') as the method of
returning capital as it will allow shareholders to be treated equitably, while
offering them the choice as to whether participate in a return of capital. The
principal terms of the Tender Offer (which will be set out in more detail in a
document expected to be sent to shareholders before the Annual General Meeting
to be held on 6 April 2005) are as follows:
• The Company's brokers, Panmure Gordon, will invite
shareholders to tender ordinary shares at any price within a tender price range
(such range to be determined by Panmure Gordon and the Board shortly before the
commencement of the Tender Offer and falling within the minimum and maximum
levels indicated below);
• Panmure Gordon will purchase, as principal and on market,
existing issued ordinary shares for a total purchase price of up to £10 million,
and then sell such shares to the Company for cancellation;
• All shareholders on the Company's register of members on a
specified date (other than certain overseas shareholders) will be given the
opportunity to participate in the Tender Offer;
• All ordinary shares which are successfully tendered will be
purchased at the same price (the 'Strike Price'), which will be determined at
the conclusion of the Tender Offer on the basis of the prices at which ordinary
shares have been tendered. The Strike Price will be the lowest price per
ordinary share (within the price range specified in the Tender Offer document)
which will allow Panmure Gordon to purchase ordinary shares with an aggregate
purchase value not exceeding £10 million;
• The potential range for the Strike Price will be set within
the following minimum and maximum levels: (i) the minimum price which will be
paid for any ordinary share will be the nominal value of an ordinary share,
being 38 6/13 pence; (ii) the maximum price which will be paid for any ordinary
share will be not more than 30 per cent. above the average of the middle market
quotation for an ordinary share (as derived from the Daily Official List of the
London Stock Exchange plc) for the ten business days ending on the business day
prior to the publication of the document containing the formal terms of the
Tender Offer;
• Shareholders will be informed of the tender price range in
the document containing the formal terms and conditions of the Tender Offer.
Shareholders will be entitled to tender ordinary shares for sale at different
prices within the tender price range but all ordinary shares purchased by
Panmure Gordon will be purchased at the Strike Price and ordinary shares
tendered at a price or prices above the Strike Price will not be purchased under
the Tender Offer.
The notice of Annual General Meeting will contain details of the formal
proposals which will enable these arrangements to be implemented.
Enquiries
4imprint Group plc
Ken Minton, Chairman 0161 272 4000
Panmure Gordon
Dominic Morley 020 7187 2000
This information is provided by RNS
The company news service from the London Stock Exchange
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