Access Industries (UK) Limited MANDATORY FINAL CASH OFFER (5208W)

TIDMPER

RNS Number : 5208W

Access Industries (UK) Limited

07 November 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

7 November 2014

MANDATORY FINAL CASH OFFER

(the "Offer")

by

AI PG LLC (the "Purchaser")

(part of the ACCESS INDUSTRIES GROUP)

for

PERFORM GROUP PLC ("Perform")

Notice of delisting

Delisting

The Purchaser has received valid acceptances of the Offer which, together with Perform Shares acquired by the Purchaser and those held by Premium TV Group Limited, result in the Purchaser and Premium TV Group Limited holding Perform Shares carrying, in aggregate, 203,092,806 Perform Shares representing approximately 77.08 per cent. of the voting rights normally exercisable at a general meeting of Perform.

Accordingly, the Purchaser hereby gives notice that it intends to procure that the Company makes applications to cancel the listing of Perform Shares on the Official List of the UK Listing Authority and their admission to trading on the London Stock Exchange's market for listed securities. Such cancellation will take place no earlier than 20 business days after the date of this announcement, being 5 December 2014.

Level of acceptances and ownership

As at 1.00 p.m. (London time) on 7 November 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, 204,142,559 Perform Shares representing approximately 77.48% per cent. of the voting rights normally exercisable at a general meeting of Perform, comprised as follows:

 
 Valid acceptances of the offer     71,083,690   26.98% 
 Perform Shares held by: 
 The Purchaser                      19,956,652    7.57% 
 Premium TV Group Limited          112,052,464   42.53% 
 Lincoln Benet                         481,133    0.18% 
 Jorg Mohaupt                          568,620    0.22% 
 Total                             204,142,559   77.48% 
 

Other information

Thomas Harding, who is acting in concert with the Purchaser, has accepted the Offer in relation to 20,412 Perform Shares. 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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