PHTM.L Regulatory News (PHTM)

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

8 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

LAPSE OF OFFER

1. Introduction

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.

As at the date of this announcement, Bidco and persons acting in concert with it hold, in aggregate, 138,028,596 Photo-Me Shares (representing approximately 36.51 per cent. of the existing issued share capital of Photo-Me).

2. Acceptance Levels

In accordance with Rule 31.7 of the Takeover Code, Bidco announces that, as at 1.00 pm (London time) on 8 March 2022 (being the Unconditional Date), Bidco had received valid acceptances of the Offer in respect of 32,566,316 Photo-Me Shares, representing approximately 8.61 per cent. of the issued ordinary share capital of Photo-Me, which Bidco may count towards the satisfaction of the Acceptance Condition. So far as Bidco is aware, none of these acceptances have been received from persons acting in concert with Bidco.

Accordingly, Bidco and persons acting in concert with it either hold, or have received valid acceptances of the Offer in respect of, a total of 170,594,912 Photo-Me Shares, representing approximately 45.12 per cent. of the issued ordinary share capital of Photo-Me.

Photo-Me Shareholders are reminded that the Offer was conditional only upon valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) today in respect of such number of Photo-Me Shares which, together with Photo-Me Shares acquired or agreed to be acquired by Bidco or any person acting in concert with Bidco at such time, would result in Bidco and any person acting in concert with it, holding, in aggregate, Photo-Me Shares carrying more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Photo-Me.

As such, the Acceptance Condition has not been satisfied and the Offer has now lapsed.

3. Interests in securities

As at 1.00 p.m. (London time) on 8 March 2022, 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

Options under ESOS

As at 1.00 p.m. (London time) on 8 March 2022, 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.

4. Further Information

As the Offer has now lapsed, it is no longer open to acceptances and any accepting Photo-Me Shareholders cease to be bound by their acceptances.

In the case of Photo-Me Shares held in certificated form, the form(s) of acceptance sent to Link Group, the Receiving Agent to accept the offer (the "Form(s) of Acceptance"), share certificate(s) and/or other document(s) of title will be returned by post (or such other method as may be approved by the Panel) within seven days of the Offer lapsing, to the person or agent whose name and address (outside any Restricted Jurisdiction) is set out in the Form(s) of Acceptance or, if none is set out, to the first-named or sole holder at his/her registered address (provided that no such documents will be sent to an address in a Restricted Jurisdiction).

In the case of Photo-Me Shares held in uncertificated form, Link Group, the Receiving Agent, will, immediately (or within such longer period, not exceeding seven calendar days after the lapsing of the Offer, as the Panel may approve), give instructions to Euroclear to transfer all relevant Photo-Me Shares held in escrow balances in CREST and in relation to which it is the receiving agent for the purposes of the Offer to the original available balances of the Photo-Me Shareholders concerned.

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 1.00 p.m. (London time) on 8 March 2022, being 378,011,637 Photo-Me Shares.

Enquiries:

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.

Rounding

Certain figures and percentages included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.