Tender Offer
4imprint Group PLC
07 April 2005
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN,
SOUTH AFRICA OR THE REPUBLIC OF IRELAND
4imprint Group plc ('4imprint' or the 'Company')
(Registered Number: 177991)
Tender Offer
Following the announcement on 4 March 2005, 4imprint announces that it will
today post a Tender Offer Document to Shareholders detailing the terms of the
Tender Offer to return up to £10 million to Shareholders. Accompanying the
Tender Offer Document is a Tender Form.
At the Company's Annual General Meeting held on 6 April 2005, the special
resolution to grant the Company authority to implement the Tender Offer was duly
passed.
1. Introduction
On 21 February 2005, the Board of 4imprint announced that it intended to return
up to £10 million of capital to Shareholders. This is being effected by way of
the Tender Offer, further details of which are set out below.
2. Background
The Board intends that substantial growth of shareholder value shall be the key
objective in the strategic development of the Group. The Board has considered
carefully the forward cash generation of the Group, its needs for cash to
support its growth, and its responsibility for pensions and other requirements.
As at 31 December 2004, the Group had a net cash balance of £12.7 million. The
Board has now decided to implement the Tender Offer to return up to £10 million
to Shareholders. Following the return of capital, 4imprint will, the Board
believes, retain a strong balance sheet with sufficient cash resources to
continue its existing dividend policy.
3. The Tender Offer
The Board is proposing to return up to £10 million of capital through the
purchase by the Company of existing Ordinary Shares for cancellation. This
return of capital is to be effected by Panmure Gordon purchasing existing
Ordinary Shares from Shareholders as principal for a total purchase price of up
to £10 million and then selling such Ordinary Shares on the London Stock
Exchange to the Company for cancellation pursuant to the Repurchase Agreement.
The principal terms of the Tender Offer (which are set out in more detail in the
Tender Offer Document) are as follows:
(a) Panmure Gordon is inviting Shareholders to tender Ordinary Shares (subject
to the overall maximum number indicated below) at any price (expressed in whole
pence per Ordinary Share) within the Price Range of 230 pence to 270 pence per
Ordinary Share;
(b) Panmure Gordon will purchase, as principal, existing Ordinary Shares for a
total purchase price of up to £10 million and then sell such Ordinary Shares, on
the London Stock Exchange, to the Company for cancellation;
(c) the maximum number of Ordinary Shares to be purchased by Panmure Gordon
under the Tender Offer is 4,314,412, representing just less than 15 per cent. of
the Company's issued share capital as at 31 December 2004;
(d) all Shareholders (other than certain Overseas Shareholders) on the Register
on the Record Date are being given the opportunity to participate in the Tender
Offer;
(e) 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) which will allow Panmure Gordon to purchase Ordinary Shares
with an aggregate purchase value not exceeding £10 million, or such lesser
amount as the Board, in consultation with Panmure Gordon, may in its absolute
discretion, decide and in accordance with the order of priority detailed below;
(f) Shareholders are entitled to tender Ordinary Shares for sale at different
prices within the Price Range, but all Ordinary Shares purchased by Panmure
Gordon will be purchased at the Strike Price. Any Ordinary Shares tendered at a
price or prices above the Strike Price will not be purchased under the Tender
Offer;
(g) all or part of a registered holding of Ordinary Shares may be tendered, but
only one tender may be made in respect of any single share;
(h) Shareholders may tender any number of Ordinary Shares that are registered in
their names on the Record Date in two ways:
(i) tenders may be made at fixed prices, in which case they will only be
accepted if the price at which the tender is made is at or below
the Strike Price; or
(ii) tenders may be expressed to be made at the Strike Price, rather than at a
fixed price in pence, in which case the Shareholder will be treated as
having tendered at the price at which the Strike Price is ultimately set;
(i) Subject to the Tender Offer becoming unconditional and not lapsing, tenders
from Shareholders will be accepted in the following order of priority:
(i) first, tenders by Shareholders below the Strike Price will
be accepted; and
(ii) secondly, tenders at the Strike Price or at a fixed price
equal to the Strike Price will be accepted, and may be scaled back
pro rata to ensure that (a) the consideration paid to Shareholders does
not exceed £10 million or such lesser amount as the Board and Panmure Gordon
may, in their absolute discretion, decide and (b) that the number of
Ordinary Shares to be purchased by Panmure Gordon under the Tender Offer
does not exceed 4,314,412.
If the Strike Price were to be 230 pence, being the bottom end of the Price
Range, the Company could repurchase up to 4,314,412 Ordinary Shares,
representing approximately 15 per cent. of its current issued share capital. If
the Strike Price were to be 270 pence, being the top end of the Price Range, the
Company could repurchase up to 3,703,703 Ordinary Shares, representing
approximately 13 per cent. of its current issued share capital.
In exercising their discretion to set an amount for the return of capital under
the Tender Offer, the matters to which the Board and Panmure Gordon will have
regard will include the value being delivered to the remaining Shareholders
through enhanced earnings per share, whilst at the same time ensuring an
effective capital structuring of the Group. To the extent that the aggregate
amount returned to Shareholders under the Tender Offer falls short of £10
million, the Company will consider utilising the authority to make market
purchases of up to 1,438,137 Ordinary Shares which was obtained at the AGM.
Shareholders should note that the Tender Offer will lapse if less than one per
cent. in aggregate of the existing issued ordinary share capital of 4imprint is
tendered.
Shareholders do not have to tender any Ordinary Shares but, once submitted, a
Tender Form is irrevocable and cannot be withdrawn. Shareholders should note
that, once tendered, Ordinary Shares may not be sold, transferred, charged or
otherwise disposed of.
4. Repurchase Agreement
Under the terms of the Repurchase Agreement the Company will acquire, through an
on-market repurchase, all of the Ordinary Shares acquired by Panmure Gordon
pursuant to the Tender Offer, at a price per Ordinary Share equal to the Strike
Price.
5. Directors
None of the Directors intends to tender any Ordinary Shares held by them
pursuant to the Tender Offer.
6. Overseas Shareholders
The attention of all Overseas Shareholders is drawn to the section entitled
'Overseas Shareholders' in Part II of the Tender Offer Document and to the
relevant provisions of the Tender Form. It is the responsibility of all Overseas
Shareholders to satisfy themselves as to the observance of any legal
requirements in their jurisdiction, including, without limitation, any relevant
requirements in relation to the ability of such Shareholders to complete and
return a Tender Form.
The Tender Offer is not being made, directly or indirectly in or into the United
States, Canada, Australia, Japan, South Africa or the Republic of Ireland and
the Tender Offer cannot be accepted from within the United States, Canada,
Australia, Japan, South Africa or the Republic of Ireland.
Accordingly, copies of the Tender Offer Document, the Tender Forms and any
related documents are not being and must not be mailed or otherwise distributed
or sent in, into or from the United States, Canada, Australia, Japan, South
Africa or the Republic of Ireland including to Shareholders with registered
addresses in the United States, Canada, Australia, Japan, South Africa or the
Republic of Ireland or to persons who are custodians, nominees or trustees
holding shares for persons in the United States, Canada, Australia, Japan, South
Africa or the Republic of Ireland. Persons receiving such documents (including,
without limitation, custodians, nominees and trustees) must not distribute, send
or mail them in, into or from the United States, Canada, Australia or Japan,
South Africa or the Republic of Ireland and so doing will render invalid any
related purported acceptance of the Tender Offer. Envelopes containing Tender
Forms must not be postmarked in the United States, Canada, Australia, Japan,
South Africa or the Republic of Ireland or otherwise despatched from the United
States, Canada, Australia, Japan, South Africa or the Republic of Ireland and
all accepting Shareholders must provide addresses outside the United States,
Canada, Australia, Japan, South Africa or the Republic of Ireland for the
remittance of cash or return of Tender Forms and any other documents. Failure to
observe these requirements will render invalid any purported acceptance of the
Tender Offer.
7. Recommendation
The Board is making no recommendation as to whether or at what price
Shareholders should tender Ordinary Shares under the Tender Offer. Shareholders
are recommended to consult their duly authorised independent financial advisers
authorised under the Financial Services and Markets Act 2000 in making their
decision.
EXPECTED TIMETABLE
Tender Offer commences 8.00 a.m. on 8 April 2005
Latest time and date for receipt of Tender Forms 3.00 p.m. on 21 April 2005
Record Date for Tender Offer 5.00 p.m. on 21 April 2005
Tender Offer trade date 22 April 2005
Announcement of take-up level under the Tender Offer By 8.00 a.m. on 22 April 2005
CREST accounts credited with Tender Offer proceeds and revised 27 April 2005
holdings of Ordinary Shares
Despatch of cheques for Tender Offer proceeds in respect of 27 April 2005
certificated Ordinary Shares
Despatch of balance share certificates in respect of any 27 April 2005
unsold Ordinary Shares and share certificates in respect of
unsuccessful tenders
The above times are all UK times. If any of the above times and/or dates change,
the revised time(s) and/or date(s) will be notified to Shareholders by
announcement through a Regulatory Information Service.
DEFINITIONS
The following definitions apply throughout this announcement unless the context
otherwise requires:
'4imprint' or 4imprint Group plc
the 'Company'
'Act' the Companies Act 1985, as amended
'AGM' the annual general meeting of Shareholders of the Company
convened on 6 April 2005
'Australia' the Commonwealth of Australia, its states, territories and
possessions
'Board' or the the board of directors of 4imprint as at the date of this
'Directors' announcement
'Canada' Canada, its provinces and territories and all areas subject to
its jurisdiction and any political subdivision thereof
'Group' the Company and its subsidiary undertakings
'Japan' Japan, its possessions and territories and all areas subject to
its jurisdiction and any political subdivision thereof
'Listing the listing rules issued by the UK Listing Authority pursuant
Rules' to Part VI of the Financial Services and Markets Act 2000
'London Stock London Stock Exchange plc
Exchange'
'Ordinary ordinary shares of 38 6/13p each in the capital of the
Shares' Company
'Overseas a Shareholder who is resident in, or a citizen of, a
Shareholder' jurisdiction outside the United Kingdom
'Panmure Panmure Gordon & Co., Limited
Gordon'
'Price Range' the range of prices within which Ordinary Shares may be
purchased by Panmure Gordon pursuant to the terms of the Tender
Offer, being 230 pence to 270 pence per Ordinary Share
'Record Date' 5.00 p.m. (UK time) on 21 April 2005
'Register' the register of members of 4imprint
'Regulatory any of the services approved by the UK Listing Authority for
Information the purposes of the Listing Rules for the dissemination of
Service' regulatory information, such approved services being set out in
schedule 12 of the Listing Rules
'Repurchase the agreement dated 6 April 2005 between the Company and
Agreement' Panmure Gordon for the repurchase by the Company as an on
market purchase (as defined in the Act), on the London Stock
Exchange, of the Ordinary Shares purchased by Panmure Gordon
pursuant to the Tender Offer
'Republic of the Republic of Ireland, its possessions and territories and
Ireland' all areas subject to its jurisdiction and any political
subdivision thereof
'Restricted United States, Canada, Australia, Japan, South Africa and the
Territories' Republic of Ireland
'Shareholders' holders of Ordinary Shares resident in, or citizens of, a
jurisdiction outside the Restricted Territories
'South Africa' the Republic of South Africa, its possessions and territories
and all areas subject to its jurisdiction and any political
subdivision thereof
'Strike Price' the price at which Panmure Gordon will purchase Ordinary Shares
pursuant to the Tender Offer, which will be determined in
accordance with the provisions set out in the Tender Offer
Document
'Strike Price a tender of Ordinary Shares for sale at the Strike Price
Tender'
'Tender Form' the tender form accompanying the Tender Offer Document for use
by Shareholders in connection with the Tender Offer
'Tender Offer' the invitation by Panmure Gordon to Shareholders (other than
certain Overseas Shareholders) to tender Ordinary Shares on the
terms and subject to the conditions set out in the Tender Offer
Document and the Tender Form
'Tender Offer the tender offer document posted today by the Company
Document' containing details of the Tender Offer
'UK Listing the Financial Services Authority as the competent authority for
Authority' listing in the United Kingdom under Part VI of the Financial
Services and Markets Act 2000
'United Kingdom' The United Kingdom of Great Britain and Northern Ireland
or 'UK'
'United States' The United States of America, its territories and possessions,
or 'US' any state of the United States and other areas subject to its
jurisdiction and the District of Columbia
TENDER OFFER DOCUMENT
Copies of the Tender Offer Document and the full text of the relevant
resolutions passed at the AGM have today been filed with the UK Listing
Authority. These will be available shortly through the Document Viewing
Facility.
ENQUIRIES
4imprint Group plc
Ken Minton, Executive Chairman 0161 272 4000
Panmure Gordon
Dominic Morley 020 7187 2000
Panmure Gordon, which is regulated in United Kingdom by the Financial Services
Authority, is acting for 4imprint and for no-one else in connection with the
Tender Offer and will not be responsible to anyone other than 4imprint for
providing the protections afforded to customers of Panmure Gordon or for
providing advice in connection with the matters set out in this announcement or
any transaction or arrangement referred to herein.
This information is provided by RNS
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