EGM Requisition Response
Photo-Me International PLC
24 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 Fund
Managers Limited ('Principle Capital') delivered to the Board of PMI (PHTM.L),
the digital imaging company, a requisition to call an Extraordinary General
Meeting of PMI to allow shareholders to vote on resolutions authorising the
immediate removal of Vernon Sankey (Chairman) and Serge Crasnianski (Chief
Executive Officer) as Directors of the Company.
Immediately following receipt of the requisition, steps were taken to convene a
meeting of the PMI Board.
The Board meeting has now taken place. The Board believes that the EGM
requisition 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(ii) The EGM requisition, if not shortly withdrawn, is likely to jeopardise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 that
the making of their requisition also had the support of holders of, in
aggregate, a substantial proportion of PMI's shares. Accordingly, with a view to
agreeing an early solution and reducing damaging uncertainty, the Board makes
the following proposals, which it will be discussing with its principal
shareholders, 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 and
Principle Capital should withdraw their EGM requisition, in the interests of all
of PMI shareholders and specifically in order to allow the Board to focus its
efforts on its succession planning and strategic review initiatives.
Vernon Sankey, Chairman, stated 'The Board is unanimous in its belief that the
continuation of the Vending Division disposal process is the right one at the
moment and that the succession issue must be smoothly managed to avoid further
unnecessary and damaging disruption to the business. The actions we are taking
are designed to do this in a sensible and timely way.'
Enquiries:
Photo-Me International plc 01372-455 591
Vernon Sankey (Chairman)
Bankside Consultants Limited (analysts)
Charles Ponsonby 020-7367 8851
Tulchan Communications (media) 020-7353 4200
David Allchurch
Wendy Watherston
This information is provided by RNS
The company news service from the London Stock Exchange
Latest directors dealings
- 9 hours ago Savannah Energy
- 10 hours ago Buccaneer Energy PLC
- 10 hours ago Savannah Energy
- 11 hours ago Carclo
- 11 hours ago Schroder Japan Growth Fund