This announcement is for informational purposes only and does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of an offer to purchase or subscribe for, any securities of Perform Group Financing plc or any of its affiliates. not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America or any other jurisdiction in which it would be unlawful to do so. Please see the important notice at the end of this announcement.
27 April 2018
Perform Group Limited (the “Company” and, together with its consolidated subsidiaries, the “Group”) hereby announces that it successfully priced an offering through Perform Group Financing plc (the “Issuer”), a wholly-owned indirect subsidiary of the Company, of £40.0 million in aggregate principal amount of senior secured notes due 2020 (the “Additional Notes”). The Additional Notes will constitute a single series with £175,000,000 8.5% Senior Secured Notes due 2020 (the “Initial Notes”) issued by the Issuer on, and will be governed by the indenture relating to the Initial Notes dated as of, November 16, 2015.
The Additional Notes will be issued at an issue price of 102.125%, plus accrued interest, if any, from November 15, 2017. Interest on the Additional Notes will accrue at a rate of 8.5% per annum, and will be payable semi-annually in arrears on November 15 and May 15 of each year, commencing May 15, 2018. The Issuer will make the first interest payment on the Additional Notes on May 15, 2018 for interest accrued (or deemed accrued) and unpaid from November 15, 2017, the last interest payment date for the Initial Notes.
The offering of the Additional Notes is expected to close on or about May 10, 2018, subject to customary closing conditions.
The net proceeds of the offering of the Additional Notes, together with cash on balance sheet, are expected to be used to repay in full the amounts drawn under the Group’s existing revolving credit facility.
The Additional Notes will be offered only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in accordance with Regulation S under the Securities Act.
This document is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The offering of Additional Notes described in this announcement and any related guarantees have not been and will not be registered under the Securities Act. There will be no public offering of these securities in the United States.
MiFID II professionals/ECPs-only/No PRIIPs KID. Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.
This document has been prepared on the basis that any offer of the Additional Notes in any Member State of the EEA will be made pursuant to an exemption under the Directive 2003/71/EC, together with any amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant member state from the requirement to publish a prospectus for offers of Additional Notes.
This document is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.
Neither the content of any website of the Group nor any website accessible by hyperlinks on any website of the Group is incorporated in, or forms part of, this announcement. No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.
The announcement may contain certain “forward-looking statements”, forecasts, estimates, projections and opinions. Forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this announcement, including, without limitation, those regarding the Group’s results of operations, strategy, plans, objectives, goals and targets. The forward-looking statements in this announcement can be identified, in some instances, by the use of words such as “expects”, “anticipates”, “intends”, “believes”, and similar language or the negative thereof or similar expressions that are predictions of or indicate future events or future trends. By their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the future whether or not outside the control of the Group. No representation is made that the underlying assumptions are reasonable. The Group’s actual results may differ from those set forth in the forward-looking statements as a result of various factors (including, but not limited to, the Group’s ability to obtain and retain digital sports rights, developments impacting the online gaming industry, intense competition in the markets in which the Group operates, costs of compliance with applicable laws, regulations and standards, diverse political, legal, economic and other conditions affecting the Group’s markets, and other factors beyond the control of the Group). The Group is under no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak of the date of this announcement. Statements contained in this announcement regarding past trends or events should not be taken as a representation that such trends or events will continue in the future.
This announcement contains inside information within the meaning of Regulation (EU) No 596/2014 of 16 April 2014 on market abuse.