3i Quoted Private Equity (Hydrogen) - December 2007

Our client 3i Quoted Private Equity ("3i QPE") has reached an agreement with Hydrogen Group plc ("Hydrogen") (a listed UK recruitment company) on the terms upon which 3i QPE will make equity and convertible debt investments totalling £20.5mlion in Hydrogen and will simultaneously make a £10mlion recommended partial cash offer to existing Hydrogen shareholders.

These conditional investments have been made in order to support Hydrogen's £45.7mlion recommended share exchange offer (with a £20.5mlion partial cash alternative) for Imprint plc (another listed UK recruitment company) which is itself already the subject of a separate offer from OPD Group plc.

Other points worth noting on the deal were:

• 3i QPE investment is being effected via a partial offer, a subscription of new Hydrogen shares and also a subscription to convertible loan notes issued by Hydrogen
• A rule 9 whitewash approval was required (and obtained) as 3i QPE will hold c.34% in the enlarged Hydrogen group if its convertible loan notes are exercised
• 3i QPE will have two board seats following completion, with shareholder and relationship agreements in place with the founder shareholders of Hydrogen and the company respectively (including drag, tag, pre-emption and other rights normally associated with purer private equity investments)
• The acquisition by Hydrogen of Imprint constitutes a reverse takeover for Hydrogen under AIM Rules
• This is 3i QPE's first deal following its initial listing on AIM in the summer of 2007. This further builds on Canaccord Genuity's relationship with 3i and its associated companies, while strengthening our credentials to structure and advise on complex transactions.

Canaccord Genuity as sole financial advisor to 3i Quoted Private Equity.