Photo-Me International Plc – Proposed listing of Max Sight Group Holdings Ltd

Max Sight is a leading automatic ID photo booth operator in Hong Kong, operating two iconic brands “Max Sight Photo” and “Fullwise Photo”, for ID photo booths in Hong Kong and the Guangdong Province in China, respectively.

Photo-Me has a business relationship with Max Sight of more than 24 years, beginning in 1993 when Max Sight began procuring photo booths from the Group for its business operation in Hong Kong.

 

On 9 July 2017, Photo-Me and Max Sight entered into a Master Supply Agreement, pursuant to which, Photo-Me agreed to supply at standard market terms photo booths and their respective consumables and spare parts to Max Sight, effective from the date of the Master Supply Agreement to 31 December 2019.

 

Max Sight intends for the majority of the proceeds from the Share Offer to be used to fund the long-term development of Max Sight in the Guangdong Province, with the vast majority of the proceeds to be used to expand and upgrade Max Sight's network of photo booths. The net proceeds of the Share Offer are expected to amount to approximately HK$39 million, based on the mid-point of the indicative offer price range of the Share Offer.

 

Following the completion of the share offer, Photo-Me will hold approximately 13.75% of the total issued share capital and voting rights of Max Sight, as 200 million new shares are expected to be issued, hence it will remain a substantial shareholder of Max Sight. Photo-Me will not sell any of its shareholding at the time of the Listing and has committed to retain its shareholding for at least six months following the completion of the Share Offer.

 

In preparation for the Share Offer, Photo-Me's interests in Max Sight Ltd and Fullwise Ltd were combined with certain other companies to form an enlarged group which is Max Sight. The accounting of the resulting reduction in the percentage of shareholding held by Photo-Me in Max Sight gave rise to an immaterial profit in Photo-Me accounts. The revaluation of the carrying value of the Max Sight investment in the Group's consolidated balance sheet based on the mid-point of the indicative offer price range of the Share Offer, to £3.3 million, would lead to an unrealised revaluation gain of £3.0 million, which will be marked to market at every subsequent reporting date. Going forward, the Group has opted to recognise fair value revaluation gains and losses through the Profit and Loss statement.

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