PHTM.L Regulatory News (PHTM)

24 Aug 2007 09:34

Photo-Me International PLC24 August 2007 Friday 24 August 2007 PHOTO-ME INTERNATIONAL PLC Board's response to EGM requisition Yesterday morning, Cycladic Capital LLP ("Cycladic") and Principle Capital FundManagers Limited ("Principle Capital") delivered to the Board of PMI (PHTM.L),the digital imaging company, a requisition to call an Extraordinary GeneralMeeting of PMI to allow shareholders to vote on resolutions authorising theimmediate removal of Vernon Sankey (Chairman) and Serge Crasnianski (ChiefExecutive Officer) as Directors of the Company. Immediately following receipt of the requisition, steps were taken to convene ameeting of the PMI Board. The Board meeting has now taken place. The Board believes that the EGMrequisition is not in the Company's best interests and is unnecessary: (i) The Board is striving to manage PMI's business in the interests of maximising value for all of PMI's shareholders. It believes that there is a sufficient level of interest for the Vending Division disposal process to move to its next phase and that a disposal would permit the return to shareholders of a significant amount of capital. (ii) The EGM requisition, if not shortly withdrawn, is likely to jeopardise the Vending Division disposal process and would be extremely disruptive and harmful to the operational management of PMI's business and to PMI's employees. (iii)Any disposal of the Vending Division would be subject to shareholder approval. (iv) As Cycladic and Principle Capital are aware, an AGM has already been convened for 17 October 2007, including a resolution for the re-election of Vernon Sankey as a Director. (v) Cycladic and Principle Capital are aware that, being aged 65, Serge Crasnianski proposes to retire in the next few months. The appointment of his successor as Chief Executive Officer needs to reflect whether or not the Group then includes the Vending Division, and whilst the search for a successor has been ongoing for some time, with a recruitment company appointed in May 2007, the Board had intended that the process would be scheduled in order to provide an orderly introduction and hand-over of responsibilities when the future shape of the Group was clear. The Board, however, notes the statement by Cycladic and Principle Capital thatthe making of their requisition also had the support of holders of, inaggregate, a substantial proportion of PMI's shares. Accordingly, with a view toagreeing an early solution and reducing damaging uncertainty, the Board makesthe following proposals, which it will be discussing with its principalshareholders, including Cycladic and Principle Capital: a) Vernon Sankey will not seek re-election as a Director at the AGM on 17 October 2007; b) Serge Crasnianski formally announces his intention to retire and will step down as Chief Executive Officer and as a Director as soon as the Vending Division disposal process reaches a conclusion and a successor is in place; c) a Committee of the Board, under the leadership of Roger Partington and including all the Independent Directors, will select a new Chairman and a new Chief Executive Officer; and d) a Committee of the Board, under the leadership of David Young and including all the Independent Directors, will oversee the Strategic Review process in the interim. On the above basis, the PMI Board unanimously believes that Cycladic andPrinciple Capital should withdraw their EGM requisition, in the interests of allof PMI shareholders and specifically in order to allow the Board to focus itsefforts on its succession planning and strategic review initiatives. Vernon Sankey, Chairman, stated "The Board is unanimous in its belief that thecontinuation of the Vending Division disposal process is the right one at themoment and that the succession issue must be smoothly managed to avoid furtherunnecessary and damaging disruption to the business. The actions we are takingare designed to do this in a sensible and timely way." Enquiries: Photo-Me International plc 01372-455 591Vernon Sankey (Chairman) Bankside Consultants Limited (analysts)Charles Ponsonby 020-7367 8851 Tulchan Communications (media) 020-7353 4200David AllchurchWendy Watherston This information is provided by RNS The company news service from the London Stock Exchange