A brief look at the requirement for offer documents to contain a printers imprint.
According to press reports, some offer documents issued recentlyhave been in breach of the law by not containing a printer'simprint.
If you are wondering how you managed to miss this particulartrap for the unwary the last time you looked through the TakeoverCode, the answer is that it dates back to a statute passed in 1869to avoid anonymous libellous pamphlets being circulated (theNewspapers, Printers and Reading Rooms Repeal Act 1869, re-enactingthe Printers and Publishers Act 1839).
The penalties for missing the imprint are potentially severe.The printer, and every person who publishes or disperses, orassists in publishing or dispersing (which would certainly includethe company, and possibly its professional advisers) an offendingdocument is liable to have committed a criminal offence which ispunishable with a fine not exceeding £50 for each copy ofthe document. (Work that one out on British Telecom's shareregister). The printer has the added indignity of not being able tosue for the price of the materials and the labour expended(Bensley v Bignold (1822) 5 B&Ald 335).
Where should it go?
The printer's imprint is the name and usual address of theprinter. It should appear on:
The front side of a one sided document.
The first or last side of every printed document of more thanone side.
(Section 2, Schedule 2 of the Newspapers, Printers andReading Rooms Repeal Act 1869)
The imprint does not have to appear on all documents. Thedocument (by the Printers Imprint Act 1961) only needs animprint if it comprises:
Words grouped together to form a message, other than thosecalculated to convey only a greeting, invitation or message in aconventional form.
A drawing, illustration or picture (except certain types ofpictures and registered trade marks).
There are also other exemptions in the original Act forletterheads and a number of other documents, including banknotes,bonds, insurance policies and deeds.
One of these miscellaneous exceptions is for "agreements".Arguably offer documents could fall within this - after all, theoffer document is the contractual agreement between the acceptingshareholder and the bidder.
But circulars and other documents sent to shareholders are noteven arguably within the exception - given that the point is hardlylikely to be contentious it is probably best next time you arelooking through a document to shareholders to check that itcontains the imprint.
