Photo-me Share Discussion Threads

[targatarga] 09/2/2022 11:28

So basically these will average 75p for years unless matey finds a buyer for the whole company.

[capercaillie] 09/2/2022 10:15

Interesting that results have been put back at this particular juncture.

[tradertrev] 09/2/2022 09:08

Not many shares where your downside is pegged to less than 1% and your upside is substantial from a recovery in trading from the pandemic and subsequent growth.
This continues to look (to me at any rate) like Serge isn't trying to force people to sell at 75p. If you want to sell at 75p, you can. If you don't want to, then continue the journey, albeit with Serge as an even larger shareholder.

[2magpies] 09/2/2022 09:08

So, after this update, should holders accept the 75p offer?

I think we all know the answer to that.

[masurenguy] 09/2/2022 07:24

Q1 Trading Update & Update re Annual Results

Photo-Me International plc provides an update on trading during the first quarter of the financial year to 31 October 2022 ("FY22"). The Board also announces that it now intends to announce its results for the financial year ended 31 October 2021 in the second half of March 2022.

The Board reports that the previously described recovery in its key markets has continued through the first quarter of FY22, meaning the Group's trading performance has exceeded the Board's previous expectations for that period. This outperformance has been driven, in part, by the impact of the Group reorganisation undertaken by management over the past year, including the hiring of a number of new Senior Managers who have been successful in driving the commercial performance of the business.

Trading during the period to date is encouraging, although the Board notes that the first quarter is typically the quietest trading quarter in each financial year and hence is mindful that the Group's strongest seasonal trading periods are still to come. Further, there has been an improvement in the Group's trading environment following announcements regarding the progressive relaxation of COVID-19 restrictions in certain of the Group's key trading jurisdictions that were made over the course of January and February 2022. The Board therefore now considers it likely that the Group's performance for the year ending 31 October 2022 will exceed its previous expectations, assuming COVID-19 related restrictions are not reimposed. The Board looks forward to providing further guidance on full year FY22 expectations later in the financial year.

In addition to the above, following agreement with its auditor, Mazars LLP, the Group now intends to announce its results for the financial year ended 31 October 2021 in the second half of March 2022 (previously 23 February 2022). The change of date is due to the slowdown in both the financial year-end closing process and the audit of the 2021 Annual Report and Accounts due to COVID-19 related restrictions since the end of the financial year.

[lovewinshatelosses] 08/2/2022 20:06

Recommended in the Motley Fool today. No mention of the recent (fairly material, one might say!) news, which is strange...but yeah, agree about the long term potential here, which is why I do not want to sell up! Certainly not for a sub one quid ticket.

[red army] 01/2/2022 23:09

It's the sloppy nature of financial advisors and alike.

[31337 c0d3r] 01/2/2022 23:06

Previous PMDR notification on the 6th May stated Serge as having an interest in 108,837,410 shares.

Combined with the 29,111,186 purchased from the Dan Foundation on 21st Jan, this correlates with current figures, so we can safely say there has definitely not been an additional purchase announced after 21st Jan.

[31337 c0d3r] 01/2/2022 22:48

ali54fish, it's not very clear but it doesn't seem like this is an increase in holding.

The "date on which the threshold was crossed or reached" is stated as 21-Jan-2022, the same day the Mandatory Offer was announced.

It doesn't say how many shares were purchased, just reiterates the number of shares controlled. The figures match those shown in the Mandatory Offer.

Not sure why it's taken 10 days to report this. Especially during an offer period where reporting is supposed to be tighter.

[ali47fish] 01/2/2022 13:19

serge seems to have bought more 35000 shares or so? what does pitman for the takeover?

[capercaillie] 31/1/2022 19:59

Yes doubt there will be any reference to - bright and exciting future.

[red army] 31/1/2022 18:44

If I was him I would tone it down to justify the price. What a good chap I am offering this price per share for this under performance???

[capercaillie] 31/1/2022 16:14

Results due 23rd Feb. Not only the numbers but the tone will be very interesting.

[red army] 31/1/2022 08:35

A reminder:

Photo-Me International PLC

("Photo-Me" or the "Company")

Statement re Mandatory Offer

A committee of directors of Photo-Me (comprising all members of the board of directors of the Company excluding Mr Crasnianski, Tania Crasnianski and Jean-Marc Janailhac) (the "Independent Committee") wishes to draw the attention of shareholders to the announcement (the "Announcement") made earlier today by Tibergest PTE Ltd ("Bidco"). The Announcement sets out the terms of a mandatory cash offer (the "Mandatory Offer") to be made by Bidco to acquire all of the issued and to be issued ordinary shares of the Company ("Ordinary Shares") other than those shares held by Bidco.

Bidco is a vehicle wholly-owned by Mr Crasnianski. The Mandatory Offer is being made as a result of the acquisition today by Bidco of 29,111,186 Ordinary Shares, representing approximately 7.70% of Photo-Me's issued share capital, from the Dan David Foundation, Following this purchase, Bidco and persons acting in concert with it (including Mr Crasnianski, Tania Crasnianski and Jean-Marc Janailhac) became interested in 138,028,596 Ordinary Shares in aggregate, representing 36.51% of Photo-Me's issued share capital, thereby triggering the requirement under Rule 9 of the City Code on Takeovers and Mergers (the "Code") to make the Mandatory Offer.

The Mandatory Offer will be made in cash at a price of 75p per Ordinary Share (the "Offer Price").

Mr Crasnianski is the Chief Executive Officer and Deputy Chairman and Tania Crasnianski and Jean-Marc Janailhac are executive directors of the Company and have taken, and will take, no part in the consideration of the Mandatory Offer by the Independent Committee. The Independent Committee confirms that an application for clearance to deal was sought by, and granted to, Bidco and Mr Crasnianski to make this purchase from the Dan David Foundation and the subsequent Mandatory Offer in accordance with the rules of the Photo-Me's group-wide Dealing Code.

The Independent Committee notes that the Offer Price represents a very small discount to the closing price of a Photo-Me share on 20 January 2022 and therefore advises Photo-Me's shareholders to take no action before they have had the opportunity to consider the Independent Committee's full response to the Mandatory Offer. This response will be sent to Photo-Me's shareholders together with, or shortly after, the posting of the offer document with regard to the Mandatory Offer.

The attention of shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.

[tradertrev] 31/1/2022 08:22

31337 - If Tibergest get sufficient acceptances to take them over 50%, so what? You can only be forced to sell if Tibergest gain over 90% of the shares and perform a "squeeze out". There are plenty of cases of shares listed on LSE where there is a majority shareholder - BWNG for one. True, the presence of a majority shareholder can limit the upside, because it reduces the chances of a takeout premium, but the current situation shows that we're already in that position.

[masurenguy] 31/1/2022 07:53

What difference do you expect a few comments from some retail posters are going to make to the final outcome here. Get real !

[5cer] 31/1/2022 07:52

This is not a very popular bulletin board is it? WAKE UP SHAREHOLDERS AND VOICE YOUR OPINION ON HERE FFS!

[31337 c0d3r] 28/1/2022 16:46

Because it only takes 13.5% to vote in favour for the takeover to go ahead.

Then everyone will be forced to sell their shares at just 75p.

Serge may not intend to cancel the listing but that's exactly what the LSE does when there's only one shareholder and no trades.

[tradertrev] 28/1/2022 16:33

No one is forcing anyone to sell any shares. If you want to sell at 75p to Tibergest you can, if you want to hold on for better times and a higher share price you can.
Tibergest have said they don't intend cancelling the listing.
They are only buying the company on the cheap if you sell them your shares.
What is so hard to understand about this?

[capercaillie] 28/1/2022 16:06

I don’t hear of any other potential candidates where this business would make a fit.

[5cer] 28/1/2022 13:05

Looks to me that the company is going to be sold on the cheap. We need other bidders to provide a bidding war after all they are a very good company that has been weakened by covid and has attracted a swooping vulture.

[capercaillie] 28/1/2022 11:40

Yes reducing their holding. Wonder who is picking those up?

[red army] 28/1/2022 11:15

Looks like Schroders have been transacting shares then.

[tradertrev] 26/1/2022 08:25

Semantics maybe, but that is not the offer document, that is the offer announcement. However, in paragraph 7 it's there in black and white - "If the Offer becomes unconditional, Bidco does not intend to procure that Photo-Me makes an application to cancel trading in Photo-Me Shares on the London Stock Exchange or the listing of Photo-Me Shares on the Official List. However, the FCA has authority to cancel the listing of Photo-Me Shares in certain circumstances (for example, due to lack of free float in Photo-Me Shares as a result of the Offer)"

The shares will remain listed even if Serge gets to over 50%, so these shares will in all probability be trading in a year or so's time when the world has returned to normality (and in my view a lot higher than currently). In a lo-ball private equity-backed MBO, there is usually the threat of cancelling the listing - that is clearly not the case here. This supports the contention that this is purely an opportunistic attempt to buy shares cheaply - brought about by purchasing the Dan David stake very cheaply.

There is no need to accept the offer or take any other action, except perhaps to buy a few more!

[31337 c0d3r] 25/1/2022 23:59

tradertrev, the document I referred to came via RNS four days ago.