Source - LSE Regulatory
RNS Number : 2136A
Tibergest PTE Ltd
31 January 2022
 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:

Tibergest PTE Ltd.

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

     The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.

Tibergest PTE Ltd. is wholly-owned by Mr. Serge Crasnianski

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

Photo-Me International plc

(d) Is the discloser the offeror or the offeree?

OFFEROR

(e) Date position held:

     The latest practicable date prior to the disclosure

31 January 2022

(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

     If it is a cash offer or possible cash offer, state "N/A"

N/A

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:

 

Ordinary shares of 0.5 pence each

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

137,884,846

36.48

Nil

-

(2) Cash-settled derivatives:

 

Nil

-

Nil

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

-

Nil

-

 

     TOTAL:

137,884,846

36.48

Nil

-

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:

None

Details, including nature of the rights concerned and relevant percentages:

None

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

 

3(a) Interests held by directors of Tibergest PTE Ltd. and their close relatives and related trusts (excluding options set out below) in Photo-Me International plc ordinary shares

 

Name

Number of ordinary shares

Percentage of total issued ordinary share capital

Mr. Serge Crasnianski

63,750

0.02%

 

3(b) Options held by directors of Tibergest PTE Ltd. in Photo-Me International plc ordinary shares

 

The Photo-Me Executive Share Option Scheme (2014)

 

Name

Number of ordinary shares under option

Date of grant

Exercise price per ordinary share

Exercise period

Mr. Serge Crasnianski

816,509

27 August 2019

£1.0140

27 August 2022 - 26 August 2026

Mr. Serge Crasnianski

1,000,000

5 August 2021

£0.7750

5 August 2024 - 4 August 2028

 

3(c) Interests held by persons acting in concert with Tibergest PTE Ltd. in Photo-Me International plc ordinary shares

 

Name

Number of ordinary shares

Percentage of total issued ordinary share capital

Mr. Jean-Marc Janailhac

80,000

0.02%

 

3(d) Options held by persons acting in concert with Tibergest PTE Ltd. in Photo-Me International plc ordinary shares

 

The Photo-Me Executive Share Option Scheme (2014)

 

Name

Number of ordinary shares under option

Date of grant

Exercise price per ordinary share

Exercise period

Mr. Jean-Marc Janailhac

400,000

5 August 2021

£0.7750

5 August 2024 - 4 August 2028

Ms. Tania Crasnianski

96,774

5 August 2021

£0.7750

5 August 2024 - 4 August 2028

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

 

Mr. Jean-Marc Janailhac is acting as adviser to Mr. Serge Crasnianski and Bidco. In consideration for his role as adviser to Mr. Serge Crasnianski and Bidco, Mr. Jean-Marc Janailhac is entitled to compensation from Bidco in the form of Photo-Me Shares, payable when the Offer lapses or becomes unconditional (as applicable) as follows:

 

·      The level of compensation depends on the success of the Offer. If the Offer lapses, and Bidco is left only with the Photo-Me Shares acquired under the Acquisition, Mr. Jean-Marc Janailhac (or a company controlled by him) will be entitled to receive from Bidco 0.5 per cent. of the Photo-Me Shares acquired under the Acquisition, being 145,556 Photo-Me Shares (representing approximately 0.04 per cent. of Photo-Me's issued share capital).

 

·      If the Offer becomes unconditional, Mr. Jean-Marc Janailhac (or a company controlled by him) will be entitled to receive from Bidco 0.5 per cent. of the number of Photo-Me Shares that Bidco needs to acquire under the Acquisition and the Offer to allow Bidco to satisfy the Acceptance Condition of the Offer. Based on the current issued share capital of Photo-Me (and assuming no further Photo-Me Shares are issued), this would equate to 400,442 Photo-Me Shares (representing approximately 0.11 per cent. of Photo-Me's issued share capital).

 

(b)        Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i)  the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

 

None

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

31 January 2022

Contact name:

Holly Vaudry

Telephone number:

+44 207006 4295

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

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