/NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR
INTO JAPAN, AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION/
Extends Offer for all Outstanding Shares until June 25
VANCOUVER, June 12 /CNW/ - PhotoChannel Networks Inc. (TSX-V: PN and
OTCBB: PNWIF) ("PhotoChannel Networks") has received over 80% acceptance from
Pixology plc ("Pixology") shareholders for its previously announced offer to
acquire all of the outstanding shares of Pixology. See our press release dated
April 25, 2007 for further details.
Commenting on the high acceptance levels from Pixology shareholders,
Peter Fitzgerald, Chairman, President and CEO of PhotoChannel Networks, said:
"The Board of PhotoChannel Networks is delighted to have received the support
for our offer from shareholders representing over 80 percent of the
outstanding Pixology Shares. With the recommendation of our offer by the Board
of Directors of Pixology, we are pleased to see such an overwhelming initial
response. Accordingly, we are pleased to extend our offer for an additional
Information concerning the extension of the offer follows.
RECOMMENDED CASH OFFER
PHOTOCHANNEL NETWORKS INC.
LEVEL OF ACCEPTANCES AND EXTENSION OF THE OFFER
PhotoChannel Networks announces that by 1:00 p.m. London time on
11 June 2007, being the first closing date of the Offer, PhotoChannel Networks
had received valid acceptances in respect of 16,411,003 Pixology Shares,
representing 80.94 percent of the entire issued share capital of Pixology. The
closing date for the Offer has been extended to 1:00 p.m. on 25 June 2007.
Included within these acceptances are acceptances in respect of
10,717,059 Pixology Shares, representing in aggregate 52.86 percent of the
entire issued share capital of Pixology, which were the subject of irrevocable
undertakings to accept the Offer from certain Pixology Shareholders.
There remain 409,246 Pixology Shares representing in aggregate
2.02 percent of the entire issued share capital of Pixology for which
irrevocable undertakings to accept the Offer have been received by
PhotoChannel Networks, but for which valid acceptances have not yet been
Save as disclosed above, neither PhotoChannel Networks nor any person
deemed to be acting in concert with PhotoChannel Networks for the purpose of
the Offer held any Pixology Shares (or rights over Pixology Shares or short
positions in Pixology Shares) immediately prior to the commencement of the
Offer Period, or has acquired or agreed to acquire any Pixology Shares (or
rights over Pixology Shares or short positions in Pixology Shares) since the
commencement of the Offer Period.
Acceptance of the Offer
Pixology Shareholders who have not yet accepted the Offer, and who wish
to do so, should accept the Offer as soon as possible and, in any event, by no
later than 1.00 p.m. on 25 June 2007. The procedures for acceptance of the
Offer are set out on pages 15 to 18 of the Offer Document and in the Form of
Acceptance. Additional copies of the Offer Document and Form of Acceptance can
be obtained from Capita Registrars (telephone 0870 162 3121, or +44 208 639
3399 if telephoning from outside the UK).
If you are in any doubt about the Offer, and/or any action you should
take, you are recommended to seek your own personal financial advice
immediately from your stockbroker, bank manager, accountant, solicitor or
other financial adviser duly authorized under the Financial Services and
Markets Act 2000, who specializes in advising upon investment in shares and
other securities if you are in the United Kingdom or, if not, from another
appropriately authorized financial adviser in your own jurisdiction.
Terms used in this announcement shall have the meaning given to them in
the Offer Document posted to Pixology Shareholders on 21 May 2007.
Nabarro Wells 020 7710 7400
Richard Swindells/Marc Cramsie
Nabarro Wells, which is authorized and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for PhotoChannel
Networks and no one else in connection with the Offer and will not be
responsible to any other person for providing the protections afforded to
clients of Nabarro Wells or for providing advice in relation to the Offer or
the contents of this announcement.
This announcement does not constitute an offer or invitation to purchase
any securities or the solicitation of an offer to buy any securities, pursuant
to the Offer or otherwise. The Offer is being made solely pursuant to the
Offer Document and the Form of Acceptance accompanying the Offer Document,
which will contain the full terms and conditions of the Offer, including
details of how the Offer may be accepted.
The availability of the Offer to Pixology Shareholders who are not
resident in United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Such
persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Further details in relation to
overseas shareholders are set out in the Offer Document.
The Offer is not being made, directly or indirectly, in or into, or by
use of the mails of, or by any means or instrumentality (including, without
limitation, facsimile transmission, electronic mail, telex or telephone) of
interstate or foreign commerce of, or any facilities of a national securities
exchange of Australia, Japan or any jurisdiction where to do so would violate
the laws in that jurisdiction and the Offer is not capable of acceptance by
any such use, means, instrumentality or facility, directly or indirectly from
or within Australia, Japan or any such jurisdiction. The Offer to Pixology
Shareholders in the United States or who are otherwise US persons under US
securities laws is being made on the basis that the Offer is exempt from
certain provisions of the Exchange Act that regulate tender offers. Acceptance
of the Offer by such Pixology Shareholders is conditional upon the Offer being
exempt from these requirements of the Exchange Act. The Offer to Pixology
Shareholders who are in Canada, if any, is being made pursuant to an exemption
from the provisions of securities legislation in Canada governing takeover
No regulatory authority has approved or disapproved the content of this
release. The TSX Venture Exchange does not accept responsibility for the
adequacy or accuracy of this release.
For further information:
For further information: Nabarro Wells, Richard Swindells, Marc Cramsie,
020 7710 7400; Mr. Robert Chisholm, Chief Financial Officer, PhotoChannel
Networks Inc., (604) 893-8955 ext. 224, rchisholm@PhotoChannel.com; Investor
Information: (800) 261-6796