PHTM.L Regulatory News (PHTM)

5 Jul 2007 07:03

Principle Capital Holdings S.A.05 July 2007 PRINCIPLE CAPITAL HOLDINGS S.A. UPDATE ON REQUISITION OF SHAREHOLDER MEETING - PHOTO-ME INTERNATIONAL PLC Principle Capital Holdings S.A. makes the following announcement on behalf ofits subsidiary company, Principle Capital Fund Managers Limited: "Further to the preliminary results announcement by Photo-Me International Plc(the "Company") on 2nd July 2007, Principle Capital Fund Managers Limited("Principle Capital") welcomes the progress that the Company has made inrestructuring its Board to meet the requirements of the Combined Codeand in commencing a meaningful share buy-back programme. Concerns surrounding the strategic review Further to Principle Capital's announcement on 25th June 2007 with regard to thestrategic review, Principle Capital had three main concerns focused on theproposed sale of the vending division: i) without an independent board, shareholders could not be confident that the disposal process was being conducted in the interest of all shareholders; ii) the potential value realised in a sale might not meet shareholder expectations; and iii) given that the initial strategic review was started in June 2006, the disposal process could continue interminably with a negative impact on any sale value achieved, significant disruption to the operations of the business and no progress being made to address the management issues of both divisions. The greatest risk to shareholder value from points ii) and iii) was that theCompany might pursue the disposal process for a further extended period, only topresent a transaction which is rejected by shareholders. Current Position The Company's recent improvements to the composition of the board havealleviated Principle Capital's first concern. Further, Principle Capital is ledto believe that the Company's advisers are in a position to begin gatheringindicative offers for the vending business in the near future. Indeed, theChairman suggested at the preliminary results presentation that this processwill be completed by late July/early August this year. As a result, following discussions with a number of the major shareholders ofthe Company and with due regard to the Company's recent history of brokenassurances and failures to meet agreed deadlines, Principle Capital will notenforce its demand for an EGM provided that the Company publicly commits to makean announcement no later than August 15th 2007 as to whether or not the disposalprocess will continue. This announcement is to be made after the full, newlyindependent, board has had the opportunity to decide whether the indicativeoffers received for the vending division will meet shareholders' expectations.Principle Capital communicated this position to the Company yesterday. In order to allow the board to make an informed decision and avoid the risk thatshareholders ultimately reject any transaction that is proposed, we wouldencourage all shareholders to communicate their views on the valuation of thevending division to the independent directors." - Ends - For further information, shareholders should contact: Principle Capital Chris Vincent t: +44 207 240 3222 Bell Pottinger Olly Scott t: +44 78 12345 205e: oscott@bell-pottinger.co.uk This information is provided by RNS The company news service from the London Stock Exchange