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: +44 207 368 4100
Brunswick Group (Press agent for Purchaser and PTV)
Ben Fry
bfry@brunswickgroup.com
Andrew Garfield
agarfield@brunswickgroup.com
Phone: +44 207 404 5959
Credit Suisse (Financial adviser to Purchaser)
David Wheeler
Stuart Upcraft
Stuart Field
Joe Hannon
Phone: +44 207 888 8888
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
END
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