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PhotoChannel Receives 80% Acceptance from Pixology plc ShareholdersExtends Offer for all Outstanding Shares until June 25VANCOUVER, BC – June 12 2007 – 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 two weeks.” Information concerning the extension of the offer follows. RECOMMENDED CASH OFFER by PHOTOCHANNEL NETWORKS INC. for PIXOLOGY PLC 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. Acceptances 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 received. 1533315.1 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. Enquiries: Nabarro Wells Richard Swindells / Marc Cramsie 020 7710 7400 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 1533315.1 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 bids. 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, Contact: Mr. Robert Chisholm Chief Financial Officer PhotoChannel Networks Inc. 604-893-8955 ext. 224 rchisholm@PhotoChannel.com Investor Information: (800) 261-6796 |
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