Takeover Offers
NOTICE OF MANDATORY CASH OFFER FOR PHOTO-ME INTERNATIONAL PLC ("PHOTO-ME") BY TIBERGEST PTE LTD ("BIDCO"), A COMPANY WHOLLY-OWNED BY PHOTO-ME'S CHIEF EXECUTIVE OFFICER, SERGE CRASNIANSKI, PURSUANT TO SECTION 978(1)(C)(II) OF THE COMPANIES ACT 2006
Notice is hereby given, in accordance with section 978(1)(c)(ii) of the Companies Act 2006, that:
(a) by means of an offer document dated and posted on 15 February 2022 (the "Offer Document"), Bidco has made a mandatory cash offer for the entire issued and to be issued share capital of Photo-Me not otherwise held by Bidco (the "Offer"). The Offer was required under Rule 9 of the Takeover Code following the agreement by Bidco to purchase 29,111,186 Photo-Me Shares from Dan David Foundation, which completed on 26 January 2022. Subject to valid acceptances of the Offer being received (and not, where permitted, withdrawn) in respect of such number of Photo-Me Shares which, when aggregated with the Photo-Me Shares acquired or agreed to be acquired by Bidco (or any person acting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 it) before such time, will result in Bidco and persons 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at a general meeting of Photo-Me, each Photo-Me Shareholder who validly accepts the Offer (and has not validly withdrawn their acceptance) will receive 75 pence in cash for each Photo-Me Share; and
(b) a copy of the Offer Document and the Form of Acceptance relating to the Offer can be inspected on and Photo-Me's website at https://photo-me.com/investor-relations/financial-information/#results_reports_presentations.
This notice alone does not constitute, or form part of, any offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Offer or otherwise. 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) in its entirety before making a decision with respect to the Offer.
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 the use of the 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 any other 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 reading this notice or 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 this notice, 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.
The Offer relates to shares of a UK company and is being effected by means of a contractual takeover offer under the Takeover Code and under the laws of England and Wales. The Offer will be 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 Securities and Exchange Act of 1934 (the "US Exchange Act") and otherwise in accordance with the requirements of the Takeover Code. Accordingly, the Offer will be 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 being made in the United States by Bidco and no one else.
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 advisors, 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 this announcement 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.
Neither the Offer nor this announcement have been approved or disapproved by the SEC, 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 this announcement or the merits of this Offer. Any representation to the contrary is a criminal offence in the US.
The Offer is made by means of the Offer Document and is made in respect of all issued Photo-Me Shares, including those held by persons to whom the Offer Document is not being despatched. The Offer is, by means of this notice, being notified to all persons to whom the Offer Document may not be despatched who hold, or who are entitled to have allotted or issued to them, Photo-Me Shares. Subject to the restrictions set out above, such persons may request hard copies of the Offer Document and Form of Acceptance by contacting the Receiving Agent, Link Group Corporate Actions, on 0371 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.
Terms defined in the Offer Document have the same meaning in this notice.
Tibergest PTE LTD
15 February 2022