Source - LSE Regulatory
RNS Number : 1205D
Tibergest PTE Ltd
01 March 2022
 

 

 

 

 

 

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

 

For immediate release

 

1 March 2022

 

UNRECOMMENDED MANDATORY CASH OFFER

 

for

 

PHOTO-ME INTERNATIONAL PLC ("PHOTO-ME")

 

by

 

TIBERGEST PTE LTD, A COMPANY WHOLLY-OWNED BY MR. SERGE CRASNIANSKI

 

 

ACCEPTANCE LEVEL UPDATE

 

1. Level of acceptances

 

On 21 January 2022, Tibergest PTE Ltd ("Bidco"), a company wholly-owned by Mr. Serge Crasnianski, announced its intention to make a mandatory cash offer for all of the issued and to be issued Photo-Me Shares not already held by Bidco (the "Offer"). On 15 February 2022, Bidco published and sent the offer document containing the full terms and conditions of the unrecommended Offer (the "Offer Document") to Photo-Me Shareholders.

 

In accordance with Rule 17 of the Takeover Code, Bidco is today providing an update on the level of acceptances received under the Offer.

 

As at 5.00 p.m. on 28 February 2022, Bidco had received valid acceptances of the Offer in respect of a total of 65,774 Photo-Me Shares which Bidco may count towards the satisfaction of the Acceptance Condition, representing approximately 0.01 per cent. of the issued share capital of Photo-Me.

 

So far as Bidco is aware, none of the acceptances have been received from persons in acting in concert with Bidco.

 

As at the close of business on 28 February 2022 (being the latest practicable time prior to the date of this announcement), Bidco and persons acting in concert with it hold, in aggregate, 138,028,596 Photo-Me Shares (representing 36.52 per cent. of the existing issued share capital of Photo-Me).

 

Therefore, taken together with the Photo-Me Shares that it already holds, Bidco and persons acting in concert with it have acquired or agreed to acquire, pursuant to the Offer or otherwise, 138,094,370 Photo-Me Shares (representing 36.53 per cent. of the existing issued share capital of Photo-Me).

 

Photo-Me Shareholders are reminded that, as a summary and subject to the fuller description in the Offer Document, the Acceptance Condition shall be satisfied if valid acceptances of the Offer have been received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the Unconditional Date (which is 8 March 2022 (unless Bidco has set aside the Acceleration Statement in accordance with the Takeover Code)) in respect of such number of Photo-Me Shares which, when aggregated with the Photo-Me Shares acquired or agreed to be acquired by Bidco or any person acting in concert with Bidco before such time, will result in Bidco or any person acting in concert with it holding Photo-Me Shares carrying more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Photo-Me.

 

2. Interest in securities

 

As at the close of business on 28 February 2022 (being the latest practicable time prior to the date of this announcement), the interests and rights to subscribe in respect of relevant securities of Photo-Me held by Bidco and persons acting in concert with Bidco were as follows:

 

Holdings in Photo-Me Shares

 

Name

Number of
Photo-Me Shares

Percentage of Photo-Me's existing share capital

Bidco

137,884,846

36.48

Mr. Serge Crasnianski

63,750

0.02

Mr. Jean-Marc Janailhac

80,000

0.02

 

 

Options under ESOS

 

 

 

 

 

 

Name

 

Number of Photo-Me Shares under option

Date of grant

Exercise price per Photo-Me Share (pence)

Exercise period/Vesting period

Mr. Serge Crasnianski

816,509

27 August 2019

101.4

27 August 2022 - 26 August 2026

Mr. Serge Crasnianski

1,000,000

5 August 2021

77.5

5 August 2024 - 4 August 2028

Mr. Jean-Marc Janailhac

400,000

5 August 2021

77.5

5 August 2024 - 4 August 2028

Ms. Tania Crasnianski

96,774

5 August 2021

77.5

5 August 2024 - 4 August 2028

 

As at close of business on 28 February 2022 (being the latest practicable time prior to the date of this announcement), and save as disclosed above, neither Bidco nor, so far as Bidco is aware, any person acting in concert with Bidco has:

 

·    any interest in, or right to subscribe in respect of, or any short position (whether conditional or absolute and whether in the money or otherwise) in relation to relevant securities of Photo-Me, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of relevant securities of Photo-Me;

 

·    any outstanding irrevocable commitment or letter of intent with respect to relevant securities of Photo-Me; nor

 

·    borrowed or lent any relevant securities of Photo-Me (including any financial collateral arrangements) save for any borrowed shares which have been either on-lent or sold.

 

3. Action to be taken

 

The Offer will be open for acceptances until 1.00 p.m. (London time) on the Unconditional Date, which is 8 March 2022 (unless Bidco has set aside the Acceleration Statement in accordance with the Takeover Code, as set out in paragraph 13 of Part 1 of the Offer Document).

 

To accept the Offer in respect of Photo-Me Shares in certificated form, you must complete and return the form of acceptance circulated on 22 February 2022 (the "Form of Acceptance") as soon as possible and, in any event, so as to be received by the Receiving Agent by no later than 1.00 p.m. (London time) on 8 March 2022. Acceptances in respect of Photo-Me Shares in uncertificated form should be made electronically through CREST so that the TTE instruction settles no later than 1.00 p.m. (London time) on 8 March 2022. Full details of the procedure for acceptance of the Offer are set out in Parts C and D of the Offer Document and, in respect of certificated Photo-Me Shares, as further described in the Form of Acceptance and the letter accompanying the Form of Acceptance.

 

Subject to certain restrictions relating to persons resident in a Restricted Jurisdiction, the Offer Document will be made available on Photo-Me's website at https://photo-me.com/investor-relations/mandatory-offer/ until the end of the Offer (including any related competition reference period). For the avoidance of doubt, the contents of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.

 

Any Photo-Me Shareholder requiring assistance, including if further copies of the Offer Document and/or the Form of Acceptance are required, may contact the Receiving Agent, Link Group, Corporate Actions on +44 (0)371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

 

4. General

 

This announcement should be read in conjunction with the full text of the Offer Document. Capitalised terms used but not defined in this announcement shall have the meanings given to them in the Offer Document.

 

The calculations in this announcement are based upon the issued share capital of Photo-Me as at close of business on 28 February 2022 being 378,011,637 Photo-Me Shares.

 

Enquiries:

 

Bidco

+35 196 979 6087



Fabien Penot




BNP Paribas (Financial Adviser to Bidco)

 

+44 20 7595 2000

Vladimir Ivanic


Andrew McNaught






 

Important notices relating to financial advisers

 

BNP Paribas is authorised and regulated by the European Central Bank and the Autorité de Contrôle Prudentiel et de Résolution, France. In the United Kingdom, BNP Paribas is deemed authorised by the PRA with deemed variation of permission, and is subject to regulation by the FCA and limited regulation by the PRA. Details of the Temporary Permissions Regime which allows EEA-based firms to operate in the UK for a limited period while seeking full authorisation are available on the FCA's website. BNP Paribas London Branch is registered in the UK under number FC13447 and UK establishment number BR000170 and its UK establishment office address is 10 Harewood Avenue, London NW1 6AA. BNP Paribas is acting exclusively for Bidco and Mr. Serge Crasnianski and no one else in connection with the matters referred to in this announcement or the Offer Document and will not be responsible to anyone other than Bidco and Mr. Serge Crasnianski for providing the protections afforded to clients of BNP Paribas nor for giving advice in connection with matters referred to in this announcement or the Offer Document. Neither BNP Paribas nor any of its subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BNP Paribas in connection with this announcement, the Offer Document or any matter referred to herein.

 

 

Further information

 

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise.

 

The Offer is governed by English law and is subject to the jurisdiction of the English Courts. It complies with the applicable rules and regulations of the Takeover Code, the London Stock Exchange and the Listing Rules.

 

The Offer is being made solely by the Offer Document (together with, in the case of Photo-Me Shares in certificated form, the Form of Acceptance), which contains the full terms and the condition of the Offer, including details of how the Offer may be accepted. Photo-Me Shareholders should carefully read the Offer Document (and, if they hold their Photo-Me Shares in certificated form, the Form of Acceptance and the letter accompanying the Form of Acceptance) in its entirety before making a decision with respect to the Offer.

 

Overseas Shareholders

 

This announcement and the Offer Document have been prepared in accordance with English law and regulation (including the Takeover Code, the Market Abuse Regulation and the Disclosure and Transparency Rules) and information disclosed may not be the same as that which would have been disclosed if this announcement and the Offer Document had been prepared in accordance with the laws of jurisdictions outside of England and Wales.

 

The release, publication or distribution of the Offer Document in, and the availability of the Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restriction by any person.

 

Unless otherwise determined by Bidco or required by the Takeover Code and permitted by applicable law and regulation, the Offer is not being, and will not be, made available, directly or indirectly, in or into, or by use of mails of, or by any other means or instrumentality (including, but not limited to, by mail, telephonically or electronically by way of internet, facsimile, telex or otherwise) of interstate or foreign commerce of, or any facilities of a national, state or other securities exchange of any Restricted Jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or otherwise or from within any such Restricted Jurisdiction.

 

Accordingly, unless otherwise determined by Bidco or required by the Takeover Code and permitted by applicable law and regulation, copies of the Offer Document and formal documents relating to the Offer will not be, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving the Offer Document (including, without limitation, agents, custodians, nominees and trustees) must not, directly or indirectly, mail or otherwise forward, distribute or send it in, into or from such jurisdiction. Any person (including, without limitation, any agent, custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward the Offer Document and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

 

Further information for Overseas Shareholders is set out in paragraph ‎12 of Part 1 of the Offer Document. Any person (including, without limitation, any agent, custodian, nominee or trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to forward the Offer Document, together with the accompanying Form of Acceptance, to any jurisdiction outside the United Kingdom should read that paragraph.

 

Important Notice to US holders of Photo-Me Shares

 

The Offer relates to the shares of an English company and is being made by means of a contractual takeover offer under the Takeover Code and under the laws of England and Wales. The Offer is made in the United States pursuant to all applicable laws and regulations, including, to the extent applicable, Section 14(e) and Regulation 14E under the US Exchange Act and otherwise in accordance with the requirements of the Takeover Code. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. The Offer is made in the United States by Bidco and no one else.

 

Furthermore, the payment and settlement procedures with respect to the Offer comply with the relevant United Kingdom rules, which differ from US payment and settlement procedures, particularly with regard to the date of payment of consideration.

 

In accordance with, and to the extent permitted by, the Takeover Code and normal UK market practice, BNP Paribas and their respective affiliates may continue to act as exempt principal traders or exempt market makers in Photo-Me Shares on the London Stock Exchange and will engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, as permitted by Rule 14e-5(b)(9) under the US Exchange Act.

 

In addition, Bidco, its affiliates, their advisers, and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Photo-Me outside the Offer, such as in open market purchases or privately negotiated purchases, during the period in which the Offer remains open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the US and would comply with applicable law, including United Kingdom laws and the US Exchange Act. Any such purchases by Bidco or its affiliates will not be made at prices higher than the price of the Offer provided in the Offer Document unless the price of the Offer is increased accordingly. Any information about such purchases or arrangements to purchase shall be disclosed as required under United Kingdom laws and will be available to all investors (including US investors) via the Regulatory Information Service on www.londonstockexchange.com. To the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, this information will, as applicable, also be publicly disclosed in the United States.

 

The financial statements and all financial information included in the Offer Document have been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial statements and information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US ("US GAAP"). US GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom. None of the financial information in the Offer Document has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).

 

Neither the Offer nor the Offer Document have been approved or disapproved by the Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in the Offer Document or the merits of this Offer. Any representation to the contrary is a criminal offence in the US.

 

The receipt of cash by a US holder as consideration for the transfer of its Photo-Me Shares pursuant to the Offer will likely be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US holder of Photo-Me Shares is urged to consult their independent professional adviser immediately regarding the tax consequences of the Offer applicable to him or her.

 

Disclosure requirements of the Takeover Code

 

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

Publication on a website

 

Pursuant to Rule 26.1 of the Code, a copy of this announcement will, subject to certain restrictions, be available for inspection on Photo-Me's website at https://photo-me.com/investor-relations/mandatory-offer/ no later than 12 noon on the business day following this announcement. The contents of the websites referred to in this announcement are not incorporated into, and do not form part of, this announcement.

 

Requesting hard copy documents

 

Pursuant to Rule 30.3 of the Code, a person so entitled may request a copy of the Offer Document in hard copy form by contacting Link on 0371 664 0300 if calling from within the UK or on +44 371 664 0300 if calling from outside the UK. Lines are open from 9.00 a.m. to 5.30 p.m. Monday to Friday excluding public holidays in England and Wales. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones. Please note that Link cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Offer should be in hard copy form.

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