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

1 September 2014

FINAL CASH OFFER

by

AI PG LLC (the "Purchaser")

(part of the ACCESS INDUSTRIES GROUP)

for

PERFORM GROUP PLC (the "Company")

1          introduction

AI PG LLC (the "Purchaser"), part of the Access Industries Group, announces its intention to make an offer to acquire all the shares in the Company not already owned by the Access Industries Group at a price of 260 pence per share.  The Offer is final and will not be increased.

PTV, which is also part of the Access Industries Group, currently holds 112,052,464 shares in the Company representing approximately 42.5 per cent. of the existing issued share capital of the Company.

2          The Offer

Under the terms of the Offer, Perform Shareholders will be entitled to receive 260 pence in cash for each Perform Share they hold, valuing the Company's issued and to be issued share capital (excluding PTV's shareholding in the Company) at approximately £410.3 million and the entire issued and to be issued share capital of the Company at approximately £701.6 million

The Offer of 260 pence for each Perform Share represents:

o  a premium of approximately 27.6 per cent. over the Closing Price of 203.8 pence per Perform Share on 29 August 2014, being the last business day prior to the date of this announcement; and

o  a premium of approximately 21.7 per cent. over the average Closing Price of 213.6 pence per Perform Share over the last one month prior to the date of this announcement.

The Offer Price of 260 pence for each Perform Share is final and will not be increased.

Information on the terms and conditions to which the Offer will be subject are set out in Appendix 1 and will be set out in the Offer Document, which the Purchaser intends to despatch to shareholders of the Company as soon as practicable.

3          background to and rationale for the offer

The Perform Group was created in September 2007 through the merger of two businesses: Premium TV, a provider of web and mobile solutions to the sports sector, and Inform, a digital sports rights agency. Immediately following the merger, the Company was majority-owned by PTV. The Company completed an initial public offering in April 2011 (the "IPO"), pursuant to which its shares were listed and admitted to trading on the UKLA's Official List.  On completion of the IPO, PTV retained approximately 45.2 per cent. of the issued share capital of the Company.

Since the IPO, PTV has demonstrated its commitment to the Company by subscribing for its full percentage allocation of Perform Shares in the placing to fund the Opta acquisition in July 2013.  PTV has not sold any Perform Shares other than those sold at IPO as advised by the underwriters for the creation of an adequate free-float and to facilitate stabilisation.

The Purchaser and PTV believe in the long-term potential of the Company and intend to continue to support the Company, its management and their strategy.  The Purchaser's desired outcome of the Offer is to provide liquidity to any Perform Shareholder who wishes to sell at the Offer Price and to increase the aggregate shareholding of the Purchaser to more than 50% of the issued share capital of the Company.

4          Information on ACCESS INDUSTRIES, THE Purchaser and PTV

Access Industries

The Access Industries Group is a privately-held industrial group with holdings worldwide, whose Chairman and founder is Len Blavatnik, its controlling beneficial owner.  The Access Industries Group focuses on investments in natural resources, chemicals, media, telecommunications and real estate.  Access Industries Group's holdings include an investment in UC RUSAL (the world's largest vertically integrated aluminium producer).  Access Industries Group also owns a significant stake in LyondellBasell Industries (the world's third-largest independent chemical company with major production facilities in Europe and the United States) and Warner Music Group, one of the world's leading music companies.

Purchaser

The Purchaser is a holding company which is a wholly-owned member of the Access Industries Group. The Purchaser is a limited liability company formed in the state of Delaware, USA.

PTV

PTV is also a wholly-owned member of the Access Industries Group and is the holding company through which the Access Industries Group holds its current interest in the Company.

5          Information on the company

The Company's business is focused on the commercialisation of multimedia sports content across multiple platforms. It owns one of the largest portfolios of digital sports rights in the world, through contracts relating to more than 200 sports leagues, tournaments and events.  The Company's core activities include content distribution, subscription, sales of advertising and sponsorship and the provision of technology and production services to various stakeholders in the digital sports rights industry.

The Company has over 1400 employees and is headquartered in the United Kingdom. It has regional offices in the United Kingdom, Spain, Italy, France, Germany, the Netherlands, Australia, New Zealand, the United States, Singapore, Japan, Poland, Turkey and India.

6          Management and employees

The Purchaser attaches great importance to the skills, expertise and experience of the existing management and employees of the Perform Group.

The Purchaser's plans for the Company do not involve any material change in the conditions of employment of the Company's employees.  The Purchaser has no plans to change the location of the Company's place of business.

Currently there are no arrangements or understandings between the Purchaser and/or PTV and the management or Directors of the Company regarding any form of incentivisation arrangements.

7          PERFORM Share Option Schemes

The Offer will extend to any Perform Shares which are issued or unconditionally allotted and fully paid (or credited as fully paid) while the Offer remains open for acceptance (or, subject to the City Code, by such earlier date as the Purchaser may decide), including Perform Shares issued pursuant to awards or the exercise of options granted under the Perform Share Incentive Schemes or otherwise.

If the Offer becomes or is declared unconditional in all respects, to the extent that options remain unexercised, the Purchaser intends to make appropriate proposals to Perform Optionholders.

8          Disclosure of interests in perform shares

Other than as set out in the table below, neither the Purchaser nor, so far as the Purchaser is aware, any person acting in concert with the Purchaser for the purposes of the Offer, has an interest in or right to subscribe for, or has any arrangement in relation to, Perform Shares or securities convertible or exchangeable into Perform Shares, or had any short position in relation to the relevant securities of the Company, whether conditional or absolute and whether in the money or otherwise, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery  of the relevant securities.  For these purposes, "arrangement" includes any indemnity or option arrangement, and any agreement or understanding, formal or informal, of whatever nature, relating to Perform Shares which may be an inducement to deal or refrain from dealing in such shares.  In view of the requirement for confidentiality, neither the Purchaser nor PTV has made any enquiries in this respect of certain parties who may be deemed by the Panel to be acting in concert with either of them for the purposes of the Offer.

Access Industries Management, LLC is the sole manager of the Purchaser and of various other companies in the Access Industries Group.  The Purchaser does not have directors.

The Purchaser confirms that it is on the date of this announcement disclosing the details required to be disclosed by Rule 8.1(a) of the City Code.  A further disclosure containing details of the interests (if any) of other persons acting in concert with the Purchaser and/or PTV of whom enquiries have not yet been made will be made as soon as possible.

9          Financing the Offer

The Purchaser will fund the Offer entirely out of existing cash resources. Credit Suisse, financial adviser to the Purchaser, is satisfied that sufficient resources are available to the Purchaser to satisfy in full the cash consideration payable to shareholders in the Company under the terms of the Offer.

10         Delisting, cancellation oF trading, compulsory acquisition and re-registration

If the Offer becomes or is declared unconditional in all respects, and sufficient acceptances under the Offer are received, PTV and the Purchaser intend to procure that the Company makes applications to cancel the listing of Perform Shares from the UKLA's Official List and to cancel admission to trading in Perform Shares on the London Stock Exchange's market for listed securities.  Such de-listing would significantly reduce the liquidity and marketability of any Perform Shares not assented to the Offer at that time. 

If the Purchaser receives acceptances under the Offer in respect of, or otherwise acquires, 90 per cent. or more of Perform Shares to which the Offer relates and not less than 90 per cent. of the voting rights carried by those shares, the Purchaser intends to exercise its rights pursuant to the provisions of sections 979 to 982 (inclusive) of the 2006 Act to acquire compulsorily the remaining Perform Shares in respect of which the Offer has not been accepted on the same terms as the Offer.

It is anticipated, subject to the level of acceptances received for the Offer, that cancellation of listing on the Official List and of admission to trading on the London Stock Exchange will take effect at least 20 business days after the earlier of either: (i) the date on which the Access Industries Group has, by virtue of its shareholdings and acceptances of the Offer, acquired or agreed to acquire issued share capital carrying 75 per cent. of the voting rights of the Company; or (ii) the first date of issue of compulsory acquisition notices under section 980 of the 2006 Act.  The Purchaser will notify Perform Shareholders when the required 75 per cent. has been attained and confirm that the notice period has commenced and the anticipated date of cancellation.

11         Overseas Shareholders

The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions.  Such persons should inform themselves about and observe any applicable requirements.  Further details in relation to Overseas Shareholders will be contained in the Offer Document.

12         DOCUMENTS ON DISPLAY

Copies of this announcement will be made available, subject to certain restrictions relating to persons resident in the United States, Australia, Canada or Japan or any jurisdiction where to make it so available would constitute a breach of securities laws in that jurisdiction, on the Access Industries Group's website at www.accessindustries.com by no later than 12 noon (London time) on the day following the date of this announcement until the end of the Offer Period.

13         General

Further information on the terms and conditions to which the Offer will be subject is set out in Appendix 1 and will be set out in the Offer Document which the Purchaser intends to despatch to shareholders in the Company as soon as practicable. The Offer Document will include be accompanied by a Form of Acceptance.

Appendix 2 of this announcement contains the sources and bases of certain information used in this announcement.  Appendix 3 of this announcement contains definitions of certain terms used throughout this announcement.

14         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 the Purchaser)

David Wheeler

Stuart Upcraft

Stuart Field

Joe Hannon

Phone:   +44 207 888 8888

This announcement is for informational purposes and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise.  The Offer Document and Form of Acceptance will be made available to all shareholders of the Company at no cost to them.  Shareholders are advised to read the Offer Document and the accompanying Form of Acceptance when they are sent to them because they will contain important information.

The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions.  Such persons should inform themselves about and observe any applicable requirements.  Further details in relation to Overseas Shareholders will be contained in the Offer Document.

This announcement has been prepared for the purposes of complying with English law, the City Code and the Listing Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The Offer will be subject to the applicable rules and regulations of the UK Listing Authority, the London Stock Exchange and the City Code.

Unless otherwise determined by the Purchaser or required by the City Code, and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in, into or from, and will not be capable of acceptance in or from the United States, Australia, Canada or Japan or any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction.  Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from the United States, Australia, Canada or Japan or any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction.  Persons receiving this announcement (including custodians, nominees and trustees) should observe these restrictions and should not send or distribute this announcement in, into or from any such jurisdictions.

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 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 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 announcement, any statement contained herein or otherwise.

Forward-Looking Statements

This announcement includes certain "forward-looking statements".  The forward-looking statements contained herein include statements about the expected effects on the Purchaser and PTV of the Offer, the expected timing and scope of the Offer, and all other statements in this announcement other than historical facts.  Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "estimates" and words of similar import.  These statements are based on certain assumptions, the current expectations of PTV and the Purchaser and are naturally subject to uncertainty and changes in circumstances.  By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.  There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.  These factors include, but are not limited to, the satisfaction of the conditions to the Offer, continued demand for Perform's products and services, competition in the markets in which the Company operates, changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes.  Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.  Accordingly, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement.  The Purchaser and PTV expressly disclaim any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

Dealing disclosure requirements

Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.  An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s).  An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified.  Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.  Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror.  A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8.  A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.  If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).  Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified.  You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

APPENDIX 1
Condition and Further Terms of the Offer

1    The Offer, which will be made by the Purchaser, will comply with the City Code and all applicable rules and regulations of the London Stock Exchange, will be governed by English law and will be subject to the jurisdiction of the Courts of England.  The Offer will be subject to the terms to be set out in the Offer Document and the Form of Acceptance.  

2    The Offer will be subject to the following conditions:

a.    the Purchaser (together with its wholly-owned subsidiaries and their respective nominees) shall have acquired or agreed (unconditionally or subject only to conditions which will be fulfilled upon the Offer becoming or being declared unconditional) to acquire (whether pursuant to the Offer or otherwise) Perform shares carrying, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Perform on such basis as may be required by the Panel, including for this purpose, to the extent (if any) required by the Panel, any voting rights attaching to shares which are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of conversion or subscription rights or otherwise.  For the purpose of this condition, Perform shares that are unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry upon issue;

b.   to the extent that the Offer constitutes a concentration or is otherwise subject to merger control filing, notification or approval in any jurisdiction or the approval of the competent agency in that jurisdiction is required before the Purchaser can acquire shares pursuant to the Offer, the receipt of evidence, in a form and substance satisfactory to the Purchaser, that in relation to the Offer and the acquisition of any shares in, or control of, the Company by the Purchaser or any member of the wider Purchaser Group, all applicable filings and notifications have been made, all applicable waiting and/or other relevant time periods have expired, lapsed or been terminated and any required approvals have been obtained, unconditionally or, if subject to conditions, on terms satisfactory to the Company;

c.   all statutory or regulatory obligations in connection with the Offer or the acquisition by the Purchaser of any shares in, or control of, the Company or any member of the wider Perform Group in any applicable jurisdiction having been complied with;

d.   no central bank, government or governmental, quasi-governmental, supranational, statutory or regulatory or investigative body, trade agency, court or professional association, institution or professional body or other body or person having statutory or regulatory competence in any jurisdiction (each a "Relevant Authority") having instituted, implemented or threatened, or having decided to take, institute or threaten, any action, proceeding, suit, investigation, inquiry or reference, or having made, proposed or enacted any statute, regulation or order, or taken any other steps, and there not continuing to be outstanding any statute, regulation or order in any jurisdiction, in each case which is likely to be material in the context of the Offer and which would or might reasonably be expected to:

i. make the Offer or its implementation or the acquisition of any shares or other securities in, or control of, the Company by the Purchaser or any member of the wider Purchaser Group void, illegal or unenforceable under the laws of any jurisdiction or, to an extent which is material, otherwise directly or indirectly restrain, prohibit, restrict or delay the implementation or performance the Offer or impose additional conditions or obligations with respect to it, or otherwise materially challenge or interfere with the Offer or the acquisition of any shares or other securities in, or control of, the Company by the Purchaser or any member of the wider Purchaser Group;

ii. require, prevent or delay the divestiture or alter the terms envisaged for such divestiture by any member of the wider Perform Group or any member of the wider Purchaser Group of all or any portion of their respective businesses, assets or property, or impose any limitation on the ability of any of them to conduct their respective businesses or own their assets or property or any part of them, in any case to an extent which is material in the context of the Perform Group, or the Purchaser Group, as the case may be, taken as a whole;

iii. impose any limitation on, or result in a delay in, the ability of any member of the wider Purchaser Group or the wider Perform Group to acquire or to hold or exercise effectively, directly or indirectly, all or any rights of ownership of any shares or other securities (whether acquired pursuant to the Offer or otherwise) in, or to exercise management control over, any member of the wider Perform Group, in any case to an extent which is material in the context of the Perform Group, or the Purchaser Group, as the case may be, taken as a whole;

iv. save pursuant to the Offer or Part 28 of the 2006 Act require any member of the wider Purchaser Group or the wider Perform Group to acquire or offer to acquire any shares or other securities owned by any third party in the capital of any member of the wider Perform Group or the wider Purchaser Group or any asset owned by any third party, in any case to an extent which is material in the context of the Perform Group, or the Purchaser Group, as the case may be, taken as a whole;

v.  result in any member of the wider Perform Group or the wider Purchaser Group ceasing to be able to carry on business under any name which it presently does so;

vi. impose any limitation on the ability of any member of the wider Perform Group or the wider Purchaser Group to integrate or co-ordinate its business, or any part of it, with all or any part of the businesses of any other member of the wider Perform Group and/or wider Purchaser Group, in any case to an extent which is material in the context of the Perform Group, or the Purchaser Group, as the case may be, taken as a whole; or

vii. otherwise adversely affect any or all of the businesses, financial position, assets, trading results or prospects of any member of the wider Purchaser Group or the wider Perform Group, in any case to an extent which is material in the context of the Perform Group, or the Purchaser Group, as the case may be, taken as a whole; 

e.    all regulatory and statutory obligations having been complied with and all applicable waiting and other time periods during which any such Relevant Authority could decide to take, institute, implement or threaten such action, proceeding, suit, investigation, inquiry or reference under the laws of any jurisdiction having expired, lapsed or been terminated;

f.    all necessary material notifications and filings having been made in connection with the Offer and all statutory and regulatory obligations in connection with the Offer in any jurisdiction having been complied with and all material authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions and approvals ("Authorisations") deemed reasonably necessary or appropriate by the Purchaser in any jurisdiction for, or in respect of, the Offer and the acquisition or the proposed acquisition of the Perform Shares by the Purchaser or any member of the Purchaser Group having been obtained in terms reasonably satisfactory to the Purchaser from all appropriate Relevant Authorities or from any persons or bodies with whom any member of the wider Purchaser Group or the wider Perform Group has entered into contractual arrangements, all or any applicable waiting and other time periods having expired, lapsed or been terminated (as appropriate) and all such Authorisations (together with all material Authorisations deemed reasonably necessary or appropriate to carry on the business of any member of the wider Perform Group) remaining in full force and effect at the time at which the Offer becomes otherwise unconditional and there being no notice of any intention to revoke, suspend, restrict, amend or not to renew any such Authorisations;

g.   save as disclosed in the Annual Report, as publicly announced through a Regulatory Information Service prior to the date of this announcement or as disclosed in writing to any member of the Purchaser Group or its advisers by or on behalf of the Company prior to the date of this announcement, there being no provision of any arrangement, agreement, licence, permit, franchise or other instrument to which any member of the wider Perform Group is a party or by or to which any such member or any of their assets is or may be bound, entitled or subject which, in consequence of the Offer or the acquisition or proposed acquisition of any shares or other securities in the Company or any member of the Perform Group by any member of the wider Purchaser Group, or a change in the control or management of the Company or any member of the Perform Group, could or might reasonably be expected to result in:

i. any monies borrowed by or other indebtedness or liabilities, actual or contingent, of any member of the wider Perform Group being or becoming repayable or being capable of being declared repayable immediately or prior to their stated maturity, or the ability of any such member to borrow or incur indebtedness being withdrawn, prohibited or adversely affected or being capable of being withdrawn, prohibited or adversely affected;

ii. the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the wider Perform Group or any such mortgage, charge or security interest (whenever arising or having arisen) becoming enforceable;

iii. any such arrangement, agreement, licence, permit, franchise or other instrument being, or becoming capable of being, terminated or adversely modified or affected or any action being taken of an adverse nature or any obligation or liability arising thereunder;

iv. any assets or interests of any member of the wider Perform Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged, other than in the ordinary course of business;

v.  any member of the wider Perform Group ceasing to be able to carry on business under any name which it presently does so or any person presently not able to carry on business under any name which any member of the wider Perform Group presently does becoming able to do so;

vi. the rights, liabilities, obligations or interests or business of any member of the wider Perform Group in or with any firm or body or person, or any arrangements relating to such interests or business, being terminated, modified or adversely affected; 

vii. any liability (actual, contingent or otherwise) being created; or

viii. the value or the business, financial or trading position, results or prospects of any member of the wider Perform Group being prejudiced or adversely affected,

and no event has occurred which, under any such provision, could result in any of the events or circumstances referred to in sub-paragraphs 2(g)(i) to 2(g)(viii) (in any such case to an extent which is material in the context of the Perform Group taken as a whole);

h.   since 31 December 2013 and save as disclosed in the Annual Report, as publicly announced through a Regulatory Information service prior to the date of this announcement, or as disclosed in writing to any member of the Purchaser Group or its advisers by or on behalf of the Company prior to the date of this announcement, no member of the wider Perform Group having:

i. issued or agreed to issue or authorised or proposed the issue of additional shares of any class, or securities convertible into, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities, save as between the Company and any wholly-owned subsidiaries of the Company and except for any options granted, and Perform Shares unconditionally issued upon or pursuant to the exercise of options granted, prior to the date of announcement of the Offer under the Perform Share Option Schemes;

ii. recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution whether in cash or otherwise (save to Perform or a wholly-owned subsidiary of the Company;

iii. made or authorised or proposed or announced any change in its loan capital, outside the ordinary course of business;

iv. other than pursuant to the Offer and save for transactions between a wholly-owned subsidiary of the Company and the Company or another wholly-owned subsidiary of the Company and other than in the ordinary course of business, implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition, disposal, transfer, mortgage, charge or creation of any security interest of or over any asset or shares in any undertaking, or any right, title or interest in any asset which is material in the context of the Perform Group taken as a whole;

v.  issued, authorised or proposed or announced an intention to authorise or propose, the issue of any debentures, or, save in the ordinary course of business, incurred or increased any indebtedness or contingent liability;

vi. purchased, redeemed or repaid or proposed or announced any proposal to purchase, redeem or repay any of its own shares or other securities or the equivalent, or reduced or proposed the reduction of, or made or proposed the making of any other change to, any part of its share capital;

vii. entered into or varied any contract, including any guarantee, transaction or binding commitment (whether in respect of capital expenditure or otherwise) which is of a long-term or unusual or onerous nature or magnitude or which would be restrictive of the business of any member of the wider Perform Group in any way or which involves or could involve an obligation of such a nature or magnitude and which is other than in the ordinary course of business, or announced any intention to do so;

viii. entered into or varied or made any offer which remains open for acceptance to enter into or vary the terms of any contract, including any service contract, with any of the directors or senior executives of any member of the wider Perform Group;

ix.  entered into any contract or commitment restricting the ability of any member of the wider Perform Group to compete with any other person;

x.   taken or proposed any corporate action or passed any resolution for or had any legal proceedings instituted against it for its winding-up (voluntarily or otherwise), dissolution or re-organisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any of its assets and revenues or any analogous proceedings or steps in any jurisdiction or for the appointment of any analogous person in any jurisdiction;

xi.  been unable or having admitted in writing that it is unable to pay its debts or having stopped or suspended, or threatened to stop or suspend, payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

xii. waived or compromised any material claim against any person otherwise than in the ordinary course of business;

xiii. terminated or varied the terms of any agreement or arrangement between any member of the Perform Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Perform Group taken as a whole;

xiv. made or agreed or consented to any significant change to the terms of the trust deeds constituting the pension schemes established for its directors and/or employees and/or their dependants or to the benefits which accrue, or to the pensions which are payable under such schemes, or to the basis on which qualification for or accrual or entitlement to such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to any change to the trustees involving the appointment of a trust corporation;

xv. made any alteration to its articles of association, or other constitutional documents; or

xvi. entered into or made an offer which remains open for acceptance to enter into any agreement, commitment or arrangement or passed any resolution or announced any intention with respect to any of the transactions, matters or events referred to in this paragraph 2(e);

i.    since 31 December 2013, and save as disclosed in the Annual Report, as publicly announced through a Regulatory Information service prior to the date of this announcement or as disclosed in writing to any member of the Purchaser Group or its advisers by or on behalf of Perform prior to the date of this announcement:

i. no investigation or enquiry by any Relevant Authority having statutory or regulatory competence (save as a result of the Offer) and no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Perform Group is or may become a party, whether as plaintiff or defendant or otherwise, having been threatened in writing, announced or instituted by or remaining outstanding against or in respect of any member of the wider Perform Group which, in any such case, is material in the context of the Perform Group taken as a whole;

ii. there having been no adverse change in the business, assets, financial position, trading results, profits or prospects of the Perform Group taken as a whole;

iii. no contingent or other liability of any member of the wider Perform Group having arisen or been created which would or might be likely materially and adversely to affect the Perform Group taken as a whole; or

iv. no steps having been taken which would or are reasonable likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the wider Perform Group which is necessary for the proper carrying on of its business and which, in any case, is material in the context of the wider Perform Group taken as a whole; and

j.    save as disclosed in the Annual Report, as publicly announced through a Regulatory Information Service prior to the date of this announcement or as disclosed in writing to any member of the Purchaser Group or its advisers by or on behalf of Perform prior to the date of this announcement, the Purchaser or PTV not having discovered that:

i. any financial, business or other information concerning the wider Perform Group which has been disclosed at any time by any member of the wider Perform Group, whether publicly or, in the context of the Offer, to any member of the wider Purchaser Group or its advisers, is misleading or contains misrepresentations of fact or omits to state a fact necessary to make the information contained therein not misleading, in any such case to an extent which is material;

ii. any member of the wider Perform Group is subject to any liability, contingent or otherwise, arising other than in the ordinary course of business and which is material in the context of the Perform Group taken as a whole;

iii. any past or present member of the wider Perform Group or predecessor of any member of the wider Perform Group has not complied with all applicable laws, statutes, ordinances or regulations of any jurisdiction or other requirement of any Relevant Authority with regard to environmental matters including, without limitation, to the emission, disposal, discharge, spillage or leakage of any waste or hazardous substance or any substance likely to impair the environment or harm human health, or there has otherwise been any such activity, which non-compliance or any other emission, disposal, discharge, spillage or leakage which has occurred would be likely to give rise to any liability (whether actual or contingent) on the part of any member of the wider Perform Group which would be material in the context of the Perform Group taken as a whole;

iv. there is, or is likely to be, any liability (whether actual or contingent) to make good, remediate, repair, reinstate or clean up any property now or previously owned, occupied, made use of, or harmed, contaminated or in any way affected by any past or present member of the wider Perform Group or any predecessor of any member of the wider Perform Group or any controlled waters under any environmental legislation, regulation, notice, circular or order of any Relevant Authority or any common law liability (including, without limitation, contractual) which, in any such case, would be material in the context of the Perform Group taken as a whole;

v.  that circumstances exist whereby a person or class of persons or any entity or entities would be likely to have any claim or claims in respect of any product, by-product or process or materials used or existing now or previously sold or carried out by or in any way dealt with or handled by or resulting from any past or present member of the wider Perform Group which claim or claims would be likely to give rise to any liability, whether actual or contingent, which would be material in the context of the Perform Group taken as a whole; or

vi. that the wider Perform Group has not complied with any applicable law or regulation governing the conduct of its business in any respect which would or might be likely materially and adversely to affect the Perform Group taken as a whole.

3    Subject to the requirements of the Panel, the Purchaser reserves the right to waive, in whole or in part, all or any of the Conditions in paragraph 2 above. Such Conditions must be satisfied or waived or, where appropriate, have been determined by the Purchaser to be or to remain satisfied by midnight on the day which is 21 days after the later of the first closing date of the Offer and the date on which Condition 2(a) is satisfied (or in each case such later date as the Panel may agree), or the Offer will lapse.

4    The Purchaser shall be under no obligation to waive or treat as satisfied any of the Conditions in paragraph 2 above by a date earlier than the date specified above for the satisfaction thereof notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment or, to the extent permitted, waived.

5    Save with the consent of the Panel, the Offer will lapse if, in respect of the proposed acquisition of Perform by the purchaser or any matter arising therefrom, before the later of the first closing date of the Offer and the date on which the Offer becomes or is declared unconditional as to acceptances: (i) there is a Phase 2 CMA reference, or (ii) if, Phase 2 European Commission proceedings are initiated or there is a Phase 2 CMA reference following a referral by the European Commission under Article 9(1) of the Regulation to a competent authority in the United Kingdom.

6    If the Offer lapses for any reason, the Offer will cease to be capable of further acceptance, and the Purchaser and accepting Perform Shareholders will cease to be bound by acceptances of the Offer delivered on or before the time when the Offer lapses.

7    The Perform Shares which are the subject of the Offer will be acquired under the Offer fully paid and free from all liens, equities, charges, encumbrances, rights of pre-emption and any other third party rights or interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including the right to receive and retain in full all dividends and other distributions declared, made or paid after the date of this announcement.

APPENDIX 2
Bases and Sources

Unless otherwise stated:

(a)        the value of the fully diluted share capital of the Company is based upon 263,491,302 Perform Shares in issue on 29 August 2014 (the last business day prior to this announcement), together with 6,358,000 Perform Shares falling to be issued upon the exercise of options and awards granted and outstanding on such date under the Perform Share Incentive Schemes;

(b)        references to a percentage of Perform shares are based on 263,491,302 Perform Shares in issue on 29 August 2014 (the last business day prior to the date of this announcement); and

 (c)       all prices quoted for the Perform Shares are Closing Prices.

APPENDIX 3
Definitions

The following definitions apply throughout this announcement unless the context otherwise requires: