Posting of Scheme Document

RNS Number:9019R
Imprint Plc
08 April 2008


8 April 2008

Not for release, publication or distribution, in whole or in part, in, into or 
from the United States, Canada, Australia or Japan


Imprint Plc ("Imprint" or the "Company")

Posting of Scheme Document, current trading update and possible legal action

Imprint announces that, in relation to the proposed scheme of arrangement
pursuant to section 899 of the Companies Act 2006 (the "Act") between Imprint
and its shareholders to effect the recommended acquisition (the "Acquisition")
of the entire issued and to be issued share capital of Imprint by Sawbuck UK
Limited ("Premier UK"), as announced on 28 March 2008 (the "Scheme"), a Court
meeting (the "Court Meeting") and an extraordinary general meeting of Imprint
shareholders (the "Imprint EGM") have been convened for 2 May 2008.

A formal document containing, inter alia, the full terms and conditions of the
Scheme, an explanatory statement pursuant to section 897 of the Act, notices of
the Court Meeting and the Imprint EGM, a timetable of principal events and
details of the action to be taken by Imprint shareholders (the "Scheme
Document") is today, 8 April 2008, being posted to Imprint shareholders.

As described in the Scheme Document, the Scheme will require the approval of
Imprint shareholders at the Court Meeting and the passing of a special
resolution at the Imprint EGM. The Scheme, and the associated capital reduction,
will also require subsequent sanction and confirmation by the Court.

The Scheme Document contains the following section relating to Imprint's current
trading and prospects:

"On 17 March 2008, Imprint announced its audited results for the year ended 31
December 2007. The following outlook statement was included as part of the
results announcement:

"The Board is mindful of the significant uncertainty in the global economy, but
is encouraged by the Group's performance since the start of the year which is in
line with its expectations. We have experienced good activity levels in most of
the markets in which we operate, with the exception of certain parts of the
investment banking sector in Asia Pacific. However with a healthy balance sheet,
established trading brands and our management's track record of running
recruitment businesses against a backdrop of more challenging economic
conditions, the Board views the future with confidence."

Imprint Group trading since 17 March 2008 has continued in line with the
expectations of the Directors of Imprint.

Hydrogen threatened legal action

In relation to the Acquisition, lawyers representing Hydrogen have written to
the Company's lawyers alleging (i) breaches by the Company of the implementation
agreement and inducement fee agreement between the Company and Hydrogen dated 20
December 2007 and (ii) breaches of the irrevocable undertakings in favour of the
Hydrogen Offer given by the Directors of Imprint, and have indicated that
Hydrogen will be seeking substantial damages.

The Company and the Directors of Imprint deny the allegations and will resist
any such claim that is brought. The Directors of Imprint continue to promote the
interests of the Company and to seek the best result for Imprint Shareholders as
they have throughout the offer process and view the allegations by Hydrogen as
unwarranted and regrettable."

A copy of the Scheme Document will be available for inspection during normal
business hours at the offices of Nabarro, Lacon House, 84 Theobald's Road,
London WC1X 8RW. Pursuant to AIM Rule 20 and AIM Rule 26, an electronic copy of
the Scheme Document will also be available on the Company's website at:

www.imprintplc.com/shareholder-information.asp

Imprint shareholders will be kept informed of developments in due course.


Enquiries:

Maitland (PR adviser to Imprint)                       Telephone: 020 7379 5151
Neil Bennett
Tom Siveyer

The board of directors of Imprint (the "Board") accepts responsibility for the 
information contained in this announcement. To the best of the knowledge and 
belief of the Board (which has taken all reasonable care to ensure that such is 
the case), the information contained in this announcement is in accordance with 
the facts and does not omit anything likely to affect the import of such 
information.

Altium Capital Limited, which is authorised and regulated by the Financial 
Services Authority, is acting exclusively for Imprint and for no-one else in 
connection with the matters described in this announcement and will not be 
responsible to anyone other than Imprint for providing the protections afforded 
to customers of Altium Capital Limited or for providing advice in relation to 
any matters referred to herein.

The release, publication or distribution of this announcement in jurisdictions 
other than the United Kingdom may be restricted by law and therefore persons in 
such jurisdictions into which this announcement is released, published or 
distributed should inform themselves about, and observe, such restrictions. Any 
failure to comply with the restrictions may constitute a violation of the 
securities laws of any such jurisdiction.


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, all "dealings" in any "relevant securities" of
Imprint (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 date on which the
Scheme becomes effective, lapses or is otherwise withdrawn or on which the
"offer period" otherwise ends. 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, they will be deemed to be a
single person for the purpose 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 by Premier UK, 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 whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.



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

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