TIDMPER
RNS Number : 4482W
Perform Group PLC
07 November 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
7 November 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 6 November 2014
updating shareholders on the proposed corporate governance
protections referred to in its announcement of 10 October 2014.
On 6 November 2014, Access Industries announced that: as at 1.00
p.m. (London time) on 5 November 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, 193,690,114
Perform Shares, representing approximately 73.51% per cent. of the
voting rights of Perform.
As Access Industries has now updated shareholders on the
proposed corporate governance arrangements and given notice of its
intention to close the offer following posting of proposals to
participants in the Perform Performance Share Plan and to seek a
cancellation of the Listing (as defined below), the Independent
Directors consider Perform Shareholders should consider the factors
set out below in deciding whether or not to now accept the
Offer.
Factors for consideration by Perform Shareholders
Price
The Independent Directors of Perform continue to believe that
Access Industries' final offer undervalues Perform and its
prospects.
Possible delisting
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 Perform's free
float has fallen significantly 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.
The Independent Directors also note that even if sufficient
acceptances of the Offer are not received as described above,
Access Industries still intends to request that Perform convenes a
general meeting of Perform Shareholders as soon as reasonably
practicable at which a resolution will be proposed to approve
cancellation of the Listing and that at that general meeting
further resolutions will be proposed to (i) convert Perform into a
private company and (ii) change its articles of association.
Risks associated with the cancellation of the Listing
Consequently, there is a very high likelihood that the Listing
will be cancelled, in which case Perform Shareholders who do not
accept the Offer before the Offer closes will no longer be provided
with the protections available to them under the Listing Rules and
will own shares in an unlisted company controlled by Access
Industries.
Cancellation of the Listing will significantly reduce the
liquidity and marketability of the Perform Shares and the value of
Perform Shares may be significantly adversely affected as a
consequence.
Access Industries will also be free to increase its shareholding
through individual acquisitions from shareholders without any
obligation to make a further offer to all shareholders. This may
further adversely affect the liquidity of Perform shares.
Proposed amendments to Perform's articles of association
Shareholders' attention is drawn to the summary of the proposed
amendments to the articles of association of Perform attached to
Access's announcement of 6 November 2014. These amendments extend
certain limited corporate governance protections, including
mechanisms for a future exit as described in that summary, to the
remaining minority shareholders in Perform who do not accept the
Offer before it closes.
Recommendation
The Independent Directors believe that Perform Shareholders
should consider carefully the risks outlined above, namely of:
-- the very high likelihood that the Listing will be cancelled;
-- the associated loss of liquidity and marketability;
-- the loss of protections under the Listing Rules;
-- Access Industries' ability to acquire further shares without making a new offer; and
-- the lack of certainty around any future exit.
However, it is important that Perform Shareholders also
understand that:
-- the Independent Directors continue to believe that Access
Industries' final Offer undervalues Perform; and
-- the proposed amendment to Perform's articles of association
outlined above may mitigate some of the risks of remaining
shareholders in Perform following cancellation of the Listing.
For some Perform shareholders the risks associated with the
potential cancellation of the Listing may be acceptable in the
context of the possible benefits of continuing to hold their
Perform Shares.
The Independent Directors advised shareholders on 3 September
2014 not to accept the Offer. However, having considered the
current circumstances facing Perform Shareholders as set out in
this announcement (and the announcement made by Access Industries)
and the arguments for accepting and for not accepting the Offer,
the Independent Directors, who have been so advised by Rothschild,
are no longer recommending shareholders do not accept the Offer and
do not believe they are able to provide Perform Shareholders with a
definitive recommendation. Accordingly, they consider that Perform
Shareholders should have regard to their personal circumstances and
the matters set out in this announcement (and the announcement made
by Access Industries) when considering whether to accept or not to
accept the Offer. In providing advice to the Independent Directors,
Rothschild has taken into account the commercial assessments of the
Independent Directors.
Closing date of the Offer
The Offer remains open for acceptance. However, once proposals
are posted to participants in the Perform Performance Share Plan,
Access Industries intends to notify Perform Shareholders who have
not accepted the Offer of a date on which the Offer will close.
That closing date will not be less than 21 days after the date on
which those proposals are posted.
Enquiries
Tulchan Group:
Giles Kernick
Martin Pengelley
+44 (0)207 353 420
Perform:
Polly Elvin
+44 (0)203 372 0600
Rothschild:
Warner Mandel
+44 (0)207 280 5000
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.
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
END
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