Access Industries (UK) Limited Mandatory Final Cash Offer (0584U)

TIDMPER

RNS Number : 0584U

Access Industries (UK) Limited

10 October 2014

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

10 October 2014

MANDATORY FINAL CASH OFFER

(the "Offer")

by

AI PG LLC (the "Purchaser")

(part of the ACCESS INDUSTRIES GROUP)

for

PERFORM GROUP PLC ("Perform")

Offer update

The Purchaser announces that, given the likelihood of the eventual delisting of Perform, it is currently giving consideration to extending certain limited corporate governance protections, including mechanisms for a future exit, to the remaining minority shareholders in Perform.

Accordingly, the Purchaser announces that the Offer will stay open until further notice and it will make information on its intentions in respect of any such protections available in due course to allow shareholders and the Independent Directors of Perform to consider their position. Prior to this announcement, the Offer was open for acceptance until 1.00 p.m. (London time) on 21 October 2014, or such later date(s) as may be announced from time to time by or on behalf of the Purchaser.

Perform Shareholders should note that the Purchaser is not giving any commitment to implement any such protections and accordingly there is no certainty any such protections will ultimately be put in place.

If, at any time when the Offer remains open for acceptance, there are valid acceptances of the Offer which, together with Perform Shares acquired or agreed to be acquired by the Purchaser and/or held by Premium TV Group Limited, result in the Purchaser and Premium TV Group Limited together holding Perform Shares carrying, in aggregate, 75 per cent. or more of the voting rights then normally exercisable at a general meeting of Perform, the Purchaser will announce that fact. Following any such announcement, the Offer will remain open for acceptance for at least a further seven days.

ENQUIRIES:

For further information contact:

The Purchaser / PTV

Lincoln Benet

Jorg Mohaupt

Thomas Harding

   Phone:   [phone] 

Brunswick Group (Press agent for Purchaser and PTV)

Ben Fry

[e-mail]

Andrew Garfield

[e-mail]

   Phone:   [phone] 

Credit Suisse (Financial adviser to Purchaser)

David Wheeler

Stuart Upcraft

Stuart Field

Joe Hannon

   Phone:   [phone] 

IMPORTANT NOTICES

The release, publication or distribution of this announcement in, into or from jurisdictions other than the United Kingdom, and the availability of the revised Offer to Perform Shareholders who are not resident in the United Kingdom, may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by law, the Purchaser disclaims any responsibility or liability for the violation of such restrictions by such persons.

Credit Suisse, which is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to the Purchaser and for no one else in connection with the revised Offer and will not be responsible to any person other than the Purchaser for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the revised Offer, the content of this announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this revised Offer, any statement contained herein or otherwise.

In accordance with normal United Kingdom market practice and subject to applicable regulatory requirements, the Purchaser or its affiliates or its nominees or its brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Perform Shares outside the United States, other than pursuant to the revised Offer, before or during the period in which the revised Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. These purchases, or arrangements to purchase, shall comply with applicable rules in the United Kingdom, including the City Code on Takeovers and Mergers and the rules of the London Stock Exchange and applicable US securities laws (except to the extent of any exemptive relief granted by the US Securities and Exchange Commission). Any information about such purchases will be disclosed as required in the United Kingdom and communicated in the United States in accordance with and under applicable regulatory requirements (including applicable US securities laws).

This information is provided by RNS

The company news service from the London Stock Exchange

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