Circulars and printer's imprints

A brief look at the requirement for offer documents to contain a printers imprint.

According to press reports, some offer documents issued recently have been in breach of the law by not containing a printer's imprint.

If you are wondering how you managed to miss this particular trap for the unwary the last time you looked through the Takeover Code, the answer is that it dates back to a statute passed in 1869 to avoid anonymous libellous pamphlets being circulated (the Newspapers, Printers and Reading Rooms Repeal Act 1869, re-enacting the Printers and Publishers Act 1839).

The penalties for missing the imprint are potentially severe. The printer, and every person who publishes or disperses, or assists in publishing or dispersing (which would certainly include the company, and possibly its professional advisers) an offending document is liable to have committed a criminal offence which is punishable with a fine not exceeding £50 for each copy of the document. (Work that one out on British Telecom's share register). The printer has the added indignity of not being able to sue 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 the printer. It should appear on:

  • The front side of a one sided document.
  • The first or last side of every printed document of more than one side.

(Section 2, Schedule 2 of the Newspapers, Printers and Reading Rooms Repeal Act 1869)

The imprint does not have to appear on all documents. The document (by the Printers Imprint Act 1961) only needs an imprint if it comprises:

  • Words grouped together to form a message, other than those calculated to convey only a greeting, invitation or message in a conventional form.
  • A drawing, illustration or picture (except certain types of pictures and registered trade marks).

There are also other exemptions in the original Act for letterheads 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, the offer document is the contractual agreement between the accepting shareholder and the bidder.

But circulars and other documents sent to shareholders are not even arguably within the exception - given that the point is hardly likely to be contentious it is probably best next time you are looking through a document to shareholders to check that it contains the imprint.

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