Access Industries (UK) Limited MANDATORY FINAL CASH OFFER (7348T)

TIDMPER

RNS Number : 7348T

Access Industries (UK) Limited

08 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

8 October 2014

MANDATORY FINAL CASH OFFER

(the "Offer")

by

AI PG LLC (the "Purchaser")

(part of the ACCESS INDUSTRIES GROUP)

for

PERFORM GROUP PLC (the "Company")

Offer wholly unconditional

Background

On 1 September 2014, AI PG LLC (the "Purchaser"), part of the Access Industries Group, announced that it intended to make an offer to acquire the entire issued and to be issued shares in the capital of the Company not already owned by the Access Industries Group at a price of 260 pence per share (the "Offer"). The full terms and conditions of the Offer, together with the procedures for acceptance of the Offer, are set out in the offer document which was posted to Perform Shareholders on 9 September 2014 (the "Offer Document").

On 22 September 2014, the Purchaser announced that it had acquired one Perform Share and was accordingly obliged to amend the Offer in order to comply with Rule 9 of the Takeover Code. A letter setting out the revised terms of the Offer was posted to Perform Shareholders on 23 September 2014.

Level of acceptances and ownership

As at 1.00 p.m. (London time) on 7 October 2014, the Purchaser had received valid acceptances of the Offer which, together with Perform Shares acquired by the Purchaser, result in the Purchaser and those persons acting in concert with it holding Perform Shares carrying, in aggregate, 179,090,580 Perform Shares representing approximately 67.97 per cent. of the voting rights normally exercisable at a general meeting of Perform, comprised as follows:

 
 Valid acceptances of the offer     48,645,620   18.46% 
 Perform Shares held by: 
 The Purchaser                      17,322,331    6.57% 
 Premium TV Group Limited          112,052,464   42.53% 
 Lincoln Benet                         481,133    0.18% 
 Jorg Mohaupt                          568,620    0.22% 
 Thomas Harding                         20,412    0.01% 
 Total                             179,090,580   67.97% 
 

In addition, the Purchaser has unconditionally agreed to acquire a further 2,634,320 Perform Shares (1.00%), subject only to settlement.

The above figures do not include the single Perform Share acquired by the Purchaser on 22 September 2014, which may not be counted for the purposes of the acceptance condition of the Offer. No acceptances have been received from Perform Shareholders acting in concert with the Purchaser.

Offer unconditional and extension of the Offer

The Offer is now wholly unconditional.

The Purchaser announces that the Offer is being extended and will remain 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.

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.

Further Acceptance

Forms of Acceptance not yet returned should be completed and returned in accordance with the instructions set out in the Offer Document and in the Form of Acceptance so as to be received as soon as possible and, in any event, before 1.00 p.m. (London time) on 21 October 2014. Additional Forms of Acceptance are available from the Receiving Agent by telephoning 0871 664 0321 from within the UK or on + 44 20 8639 3399 if calling from outside the UK. If Perform Shares are held through CREST, acceptance should be made electronically.

Other information

Save as disclosed in this announcement, neither the Purchaser, nor any person acting in concert with the Purchaser, has an interest in or has any rights to subscribe for any relevant securities of the Company nor has any short position or any arrangement in relation to any relevant securities of the Company. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or option arrangement or right to require another person to purchase or take delivery of any relevant securities of the Company and any borrowing or lending of any relevant securities of the Company which have not been on-lent or sold and any outstanding irrevocable undertaking with respect to any relevant securities of the Company.

Save where defined in this announcement, terms defined in the Offer Document have the same meaning in this announcement.

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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