Auction proc. under Rule 32.5

RNS Number:1283S
Takeover Panel
10 April 2008

                                                                         2008/16
                                   OFFERS BY
                           (1) OPD GROUP PLC ("OPD"),
                      (2) HYDROGEN GROUP PLC ("HYDROGEN")
                                      AND
                       (3) SAWBUCK UK LIMITED ("PREMIER")
                                      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.  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.

On 13 February 2008, in the final round of an auction procedure introduced by
the Panel Executive to resolve the competitive situation which then existed
between OPD and Hydrogen (i) OPD announced a revised offer of 5 new OPD shares
for every 14 Imprint shares and 36.75 pence in cash together with a full cash
alternative of 93 pence for every Imprint share, and (ii) Hydrogen announced a
basic offer of 0.461 new Hydrogen shares for each Imprint share and a revised
partial cash alternative of 110 pence for each Imprint share (subject to an
aggregate maximum amount of cash payable under the partial cash alternative of
�37.3 million), with Imprint shareholders also being entitled to receive a
second interim dividend of 1 pence per Imprint share in addition to the
consideration due under Hydrogen's basic offer or its partial cash alternative
(as revised).

On 4 March, Premier announced a cash offer of 115 pence per Imprint share.  On
28 March, Premier and Imprint announced that Premier intended to implement its
offer by way of a scheme of arrangement and that meetings of Imprint
shareholders to approve the Premier scheme had been convened for 2 May.

On the basis that none of the offerors has declared its offer final, such that
any of the three offers 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 11 April.  If such is the case, none of the offerors 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 14 April and, if required, the second and third rounds
will take place on 15 and 16 April 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, any 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 only one offeror announced a revised offer in the first
round, that offeror shall not be permitted to announce a revised offer in the
second round.  If more than one offeror announces a revised offer in the first
round, any offeror shall be permitted to 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, any offeror may announce a revised offer
(irrespective of whether the offeror announced a revised offer in either the
first round or the second round).

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 any 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 any offeror during
the auction procedure to be on terms superior to, or more favourable than, the
terms of the offer announced by any 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
one or more of the other offerors 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 11 April and the end of the auction
procedure, none of the offerors nor any person acting in concert with any of
them may deal in relevant securities of OPD, Hydrogen, Premier 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, none of the offerors are
permitted to revise the terms of their respective offers (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.


10 April 2008



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