Perform : Response to offer from AI PG LLC

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.