Perform Group PLC Offer from AI PG LLC (0586U)

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RNS Number : 0586U

Perform Group PLC

10 October 2014

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

10 October 2014

Perform Group plc ("Perform" or the "Company")

Offer from AI PG LLC, part of the Access Industries Group ("Access Industries") (the "Offer").

Update

The independent directors of Perform ("Independent Directors") note the announcement by Access Industries on 10 October 2014 that, 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 and that accordingly the Offer will stay open until further notice.

The Independent Directors welcome the extension of the Offer and look forward to further information becoming available regarding these proposals.

Possible delisting

On 8 October 2014, Access Industries announced that: as at 1.00 p.m. (London time) on 7 October 2014, it had received valid acceptances of the Offer which, together with Perform Shares acquired by it, resulted in Access Industries and those persons acting in concert with it holding, in aggregate, 179,090,580 Perform Shares, representing approximately 67.97 per cent. of the voting rights of Perform ("Access Industries' Holding in Perform"); and the Offer had become wholly unconditional. In addition to the above, Access Industries stated it had unconditionally agreed to acquire a further 2,634,320 Perform Shares representing approximately 1 per cent. of the voting rights of Perform subject only to settlement.

The Independent Directors recognise that Access Industries (together with its concert parties) has an interest in such number of Perform Shares that the number of Perform Shares held in public hands (which under the UK Listing Authority's definition excludes the Perform Shares held by Directors) means that the company's free float has fallen below the UK Listing Authority's listing eligibility threshold of a free float of 25 per cent. Accordingly, it may not be possible to avoid the cancellation of the listing of Perform Shares on the premium listing segment of the Official List and the admission to trading of Perform Shares on the London Stock Exchange's main market for listed securities (together, the "Listing").

Additionally, Access Industries may, in due course, become interested in 75% or more of the voting rights of Perform. Access Industries has stated that once it reaches this level it will take steps to cancel the Listing.

Cancellation of the Listing will significantly reduce the liquidity and marketability of Perform Shares and the value of Perform Shares may be significantly adversely affected as a consequence.

Future closing dates

As above, the Offer has been extended until further notice. To close the Offer, Access Industries must give at least 14 days' notice of a closing date under Rule 31.2 of the Code.

If, at any time when the Offer remains open for acceptance, Access Industries' Holding in Perform reaches 75 per cent. or more, Access Industries will announce that fact. If at the time of such announcement Access Industries has already given the 14 days' notice under Rule 31.2 to close its Offer, the Offer will remain open for acceptance for at least a further seven days.

A further announcement will be made as and when appropriate.

Enquiries

Tulchan Group:

Giles Kernick

Martin Pengelley

[phone]

Perform:

Polly Elvin

[phone]

Rothschild:

Warner Mandel

[phone]

Directors' Responsibility Statement

The Directors of Perform (excluding Jorg Mohaupt who, as an appointee director of the Access Industries group, has not taken any part in the Board's deliberations in relation to the Offer) accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors, who have taken all reasonable care to ensure such is the case, the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Notes to Editor

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

A copy of this announcement will be available on Perform's website at www.performgroup.co.uk from today. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

N.M. Rothschild & Sons Limited ("Rothschild"), which is authorised by the Prudential Regulatory Authority and regulated by the Financial Conduct Authority and the Prudential Regulatory Authority is acting as financial adviser to Perform and no one else in connection with the matters described in this announcement. In connection with such matters, Rothschild, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

This information is provided by RNS

The company news service from the London Stock Exchange

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