News

Perform Group plc - Proposed Acquisition of RunningBall for up to €120 million

Bringing together sports data, editorial and video to create a market-leading digital sports media proposition

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Perform Group plc

Proposed Acquisition of RunningBall for up to €120 million

Bringing together sports data, editorial and video to create a market-leading digital sports media proposition

Perform Group plc ("Perform" or the "Company"), a global market leader in the distribution and commercialisation of multimedia sports content across multiple internet-enabled digital platforms, announces the proposed acquisition of RunningBall Holding AG ("RunningBall") ("the Proposed Acquisition"), a leading real-time sports data provider, to be effected through the acquisition by a wholly-owned subsidiary of the Company of RunningBall's two immediate holding companies, for a minimum consideration of €101 million and a maximum consideration of €120 million. Initial consideration of €70 million will consist of €20 million in cash, financed from existing cash resources, and €50 million in the form of 13.5 million new ordinary shares in the Company (the "New Ordinary Shares") that will be issued to the sellers. The number of New Ordinary Shares is based on the average closing mid market price of Perform's ordinary shares ("Perform Shares") and average closing mid-point sterling:euro exchange rate over the 30 trading days preceding 15 May 2012. Deferred consideration of between €31 million and €50 million will be payable entirely in cash and will be financed from new debt facilities. Total consideration will be based on a nine times multiple applied to the audited EBITDA of RunningBall for the year ended 31 December 2012.

RunningBall is a leader in the real-time sports data sector. In 2011 it produced real-time data coverage of over 35,000 sporting events (including over 30,000 football matches), producing over 1,000 items of data in relation to each match, and within the field of football is already one of the most comprehensive real-time data services available anywhere in the world. In 2012 it is anticipated that RunningBall will increase its services to include coverage of over 40,000 events. RunningBall has always specialised in the provision of real-time data making it one of the most experienced operators in the sector. RunningBall currently engages more than 1,100 scouts in over 70 countries to gather real-time information on live sports events around the world. RunningBall is headquartered in Switzerland, with operational centres in Austria, Portugal, Cyprus and Malaysia.

For the year ended 31 December 2011, RunningBall had revenue of €16.1 million and EBITDA of €7.2 million, up 20.1% and 75.4% year-on-year respectively.

The Directors believe that the Proposed Acquisition will deliver strong organic growth as a standalone product by:

  • Increasing the number of licensees.
  • Increasing the average number of events currently acquired by existing licensees - currently only a small proportion take all 35,000 live events.
  • Increasing the number of sports and events covered - basketball, snooker, darts and ice hockey are the key focus for 2012 and 2013.
  • Upselling a new visualisation product that graphically represents elements of the match directly from RunningBall data.
  • Upselling RunningBall data to existing Watch&Bet and Watch&Trade licensees not currently licensing the product.
In addition, the Directors believe the combination of RunningBall's sports data with Perform's sports editorial and video products will significantly enhance the strong growth prospects of the Company and its subsidiary undertakings (the "Group") by:
  • Combining real-time data with Goal.com's strong editorial and video content to increase user traffic on match days and deliver additional revenues.
  • Improving real-time data quality on Soccerway.com, Sportal.com.au and Spox.com to increase user traffic and revenues.
  • Enhancing Perform's existing data syndication business ("GSM") by adding real-time data to its core data product, to upsell to its existing 193 licensees.
  • Launching a Watch&Trade product fully integrating real-time data and video.
  • Offering Watch&Bet consumers the chance to receive a real-time data feed to complement the existing video product.
The Directors believe that the Proposed Acquisition is financially attractive with earnings and earnings per share expected to be significantly enhanced (before exceptional deal costs) in 2012 and further enhanced in 2013, the first full year following the completion of the Proposed Acquisition. In addition, the post-tax return on invested capital is expected to exceed the Company's estimated weighted average cost of capital ("WACC") in the first full year following the completion of the Proposed Acquisition, before integration and deal costs.

Commenting on the Proposed Acquisition, Oliver Slipper, Joint CEO of Perform, said:

"We are delighted to be able to announce the proposed acquisition of RunningBall, which would be the largest and most significant in Perform's history to date. We brought Perform to market with a strategy to supplement our organic growth with complementary acquisitions. RunningBall is a perfect fit for Perform - it is a high quality, high growth and high margin business whose unrivalled real time data offers us significant opportunities to accelerate our development. We are really excited about this transaction which adds the best sports data to our existing live video, video on demand and editorial content portfolio, enabling Perform to offer both businesses and consumers a complete digital sports offering."

Hans Thomas Gross, RunningBall's founder and CEO, added:

"This is a great opportunity for everyone associated with RunningBall. Perform is a perfect partner, and as a market leader in digital sports with an extensive portfolio of rights, will really help grow our business. Our focus on supplying high quality real-time data is very complementary to Perform's sports editorial and video products, opening up a wide range of opportunities to capitalise on."

Perform's Chairman, Paul Walker, said:

"The acquisition of RunningBall is an exciting opportunity to further advance Perform's market leadership whilst at the same time delivering excellent financial returns. We are confident that Perform's strategy of combining strong organic growth with selected acquisitions, in line with our stated criteria, will enable Perform to create significant long-term value for shareholders."


Enquiries

Perform Group plc +44 (0) 203 372 0600
Oliver Slipper, Joint CEO
David Surtees, CFO

UBS (Sole Sponsor and Joint Broker) +44 (0) 207 567 8000
Jonathan Retter

Morgan Stanley (Joint Broker) +44 (0) 207 425 8000
Andrew Foster

Tulchan Communications +44 (0) 207 353 4200
Stephen Malthouse
James Macey White

Indicative Timetable & Next Steps

In view of its size, the Proposed Acquisition constitutes a Class 1 transaction for the purposes of the Financial Services Authority's Listing Rules and therefore requires the approval of Perform shareholders in order for it to be implemented. Accordingly, a general meeting of Perform shareholders (the "General Meeting") will be convened for 10.00 a.m. on 31 May 2012 at Hanover House, Plane Tree Crescent, Feltham TW13 7JJ. At the General Meeting, Perform shareholders will be asked to approve the Proposed Acquisition.
A circular to Perform shareholders setting out details of the Proposed Acquisition and containing the notice convening the General Meeting will be sent to Perform shareholders later today.

Conference Call

A conference call for analysts and institutional investors will be held today at 8.15 a.m.

Dial-in: +44 20 3140 0668
Passcode: 921533#

A replay facility will be available following the call for a period of 7 days
Replay dial-in: +44 20 3140 0698
Replay passcode: 384841#

A copy of the investor presentation is available through the Investor Relations section of Perform's website: http://www.performgroup.co.uk/ResultsPresentations

 

 

16 May 2012
Perform Group plc
Proposed Acquisition of RunningBall for up to €120 million
Introduction


Perform has agreed the terms for the proposed acquisition by Perform of RunningBall Holding AG through the acquisition by Perform Media Services Limited, a wholly-owned subsidiary of Perform, of the entire issued share capital of RunningBall Holding AG's immediate holding companies, GPC Global Project Consulting AG and RunningBall Group Holding AG, (the "Target Shares") from Daniel Marty and Hans Thomas Gross respectively (together, the " Sellers"). The Proposed Acquisition will result in the acquisition of the entire group of undertakings forming the RunningBall Group (the "Target Group") for a maximum consideration of €120 million.

In view of its size, the Proposed Acquisition constitutes a Class 1 transaction for the purposes of the Listing Rules and therefore requires the approval of Perform shareholders.

Background to and reasons for the Proposed Acquisition
As set out at the time of Perform's IPO in April 2011, a key part of the Group's strategy is to further enhance strong organic growth through strategic acquisitions. The Group looks to acquire either local companies in new geographies, direct to consumer products and platforms or complementary products and services. The acquisition of RunningBall, a leading real-time sports data provider, falls within the category of complementary products and services. Real-time data is the one key element currently missing from the Group's digital sports content offering of sports video, editorial and historic data and consequently this acquisition is a compelling strategic fit with the Group. The Group expects that by acquiring a provider of complementary products and services it will be able to enhance its scale by leveraging its existing distribution network and adding value to its existing products.

Demand for real-time data, both within the online sports betting sector and the wider digital media sector, has seen significant growth in recent years. In the online sports betting sector real-time data now enables sports books worldwide to trade, in-play, significant volumes of sports events by delivering an important business tool to traders, providing valuable and enhanced real-time information to consumers of betting services and creating the opportunity for sports books to trade using readily available automated trading platforms. In the wider media sector real-time data has, amongst other things, been one of the key drivers of traffic on sports oriented websites and mobile services.

RunningBall has a position in this high-growth market having focussed to date on providing a broad range and high quality of live data from football matches from around the world. It has rapidly grown revenues through selling its existing suite of real-time sports data to new licensees, and by expanding its real-time data coverage to other sports such as basketball, which it then sells to both existing and new licensees. RunningBall's cost base is predominantly fixed and consequently it has delivered strong historic margin growth as the number of licensees and events covered have increased.
The Directors believe RunningBall will enhance the Group's strong growth prospects and that the Proposed Acquisition, which brings together RunningBall's sports data with Perform's sports editorial and video products will significantly enhance the Group's products, grow the business and add value for shareholders by:

  • Combining real-time data with Goal.com's strong editorial and video content to increase user traffic on match days and deliver additional revenues;
  • Improving real-time data quality on Soccerway.com, Sportal.com.au and Spox.com to increase user traffic and revenues
  • enhancing Perform's existing data syndication business ("GSM") by adding real-time data to its core data product, to upsell to its existing 193 licensees
  • launching a Watch&Trade product fully integrating real-time data and video; and
  • offering Watch&Bet consumers the chance to receive a combined real-time data feed to complement the existing video product.
The Group is confident that the proven capabilities of both its and RunningBall's business models will deliver an effective integration without undue disruption to either business.
The Directors believe that the Proposed Acquisition is financially attractive with earnings and earnings per share expected to be significantly enhanced (before exceptional deal costs) in 2012 and further enhanced in 2013, the first full year following the completion of the Proposed Acquisition.

Summary of the terms of the Proposed Acquisition
The consideration for the Target Shares will comprise a combination of cash in Euros together with a number of Perform Shares to be listed on the premium segment of the Official List of the Financial Services Authority and traded on the main market for listed securities of the London Stock Exchange. The overall consideration payable will be based on nine times 2012 EBITDA (see further details below). The value of the maximum aggregate consideration payable by Perform Media Services Limited for the Target Shares (including both cash and Perform Shares) will be €120 million. The minimum aggregate consideration payable will be €101 million. Consideration will be paid in two instalments.
The first instalment of consideration for the Target Shares (the "Initial Consideration"), payable to the Sellers at completion of the Proposed Acquisition ("Completion"), will be €70 million comprising:

  • 13,506,045 Perform Shares with an aggregate market value of €50 million based on the average closing mid-point rate for conversion of Euros into pounds sterling, as set out in the London edition of the Financial Times, and the average of the closing share prices (according to the London Stock Exchange) of the 30 trading days immediately preceding 15 May 2012; and
  • €20 million in cash.
If the actual level of working capital in the Target Group at Completion exceeds €1.65 million, then a sum equal to the excess will be paid to the Sellers. If actual working capital is less than €1.65 million, then the Sellers will pay the amount of the shortfall to RunningBall. In addition, Perform Media Services Limited will pay to the Sellers an amount equal to the level of cash held by the Target Group at Completion in excess of €100,000, net of any outstanding shareholder loans.

The second instalment of consideration for the Target Shares ("Subsequent Consideration") will be payable entirely in cash in Euros and will be calculated as the lower of (i) a sum equal to nine times 2012 EBITDA as set out in the RunningBall Group 2012 Accounts less the Initial Consideration and (ii) €50 million, provided that in any event the minimum amount of the Subsequent Consideration will be €31 million. The Subsequent Consideration will be made to the Sellers ten business days following the date upon which the RunningBall Group 2012 Accounts are audited and signed off, subject to €4.5 million of the Subsequent Consideration being paid into escrow in order to meet potential warranty and other claims.

Completion is conditional upon (i) the approval of Perform shareholders at the General Meeting and (ii) the admission of the New Ordinary Shares to listing on the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities ("Admission"), and if these conditions are not met the Proposed Acquisition will not proceed.

Perform Media Services Limited may terminate the sale and purchase agreement in relation to the Proposed Acquisition (the "Acquisition Agreement") prior to Completion in the event that there is a material breach of the warranties given by the Sellers in the Acquisition Agreement (the "Warranties") or a material adverse change affecting the Target Group. The Sellers may terminate the Acquisition Agreement before Completion if (i) Perform Shares cease to be admitted to listing and trading; (ii) if a takeover offer is made for Perform Group plc; (iii) if Perform Group plc announces a Class 1 or reverse takeover transaction; (iv) if it becomes likely that the issue to the Sellers of Perform Shares will require them to make an offer pursuant to Rule 9 of the City Code on Takeovers and Mergers; or (v) if there is a material breach of the Warranties but Perform Media Services Limited nevertheless wishes to complete the acquisition of the Target Shares.

Perform Group plc has guaranteed the obligations of Perform Media Services Limited under the Acquisition Agreement.

Hans Thomas Gross, the founder of RunningBall, will act as President and Chief Executive of RunningBall and be fully and actively involved in the Perform Group as enlarged by the Target Group (the "Enlarged Group") from Completion and throughout the remainder of 2012 so as to assist with the integration of the RunningBall Group into the Perform Group and he will continue to provide services for the Enlarged Group until at least the end of 2013.

The Sellers have agreed that, prior to the date falling 30 days after the announcement of Perform's results for 2012 (or such earlier date as the parties may agree), neither of them will be permitted (subject to certain exceptions) to dispose of any New Ordinary Shares.
Financing of the Proposed Acquisition

The Proposed Acquisition will require Perform Media Services Limited to pay the Sellers a maximum consideration of €120 million. Perform intends to finance the Proposed Acquisition through a combination of newly issued Perform Shares, existing cash resources and new bank facilities as further described below. These bank facilities are in place and are a mix of term loan and revolving credit facility. Facility B and Facility C (described below) are Euro-denominated to hedge against foreign exchange risk.
The €20 million in cash that forms part of the Initial Consideration will be funded from the Group's existing cash resources.

The Group's existing term loan with the Bank of Ireland is being refinanced as part of the new facilities. The Bank of Ireland (as agent, arranger and lender), Royal Bank of Scotland plc (as arranger) and National Westminster Bank plc (as lender), (Royal Bank of Scotland plc being the Group's existing clearing bank) are providing the new facilities on a 50:50 basis. The banks will have first ranking security over all assets of the Group.

Facility A is a senior term loan for £11,333,332 to refinance the existing Bank of Ireland loan which was used to acquire Goal.com. Repayments will be made in quarterly instalments commencing on 30 June 2012 and ending on 31 March 2014.

Facility B is a senior term loan for €30 million to finance part of the Subsequent Consideration payable. The availability period for drawdown is the period from and including 7 June 2012 to and including the date which is 12 months from 15 May 2012. Repayments will be made in quarterly instalments commencing on 30 September 2013 and ending on 31 March 2016.

Facility C is a multi-currency revolving credit facility for €20 million (or its equivalent) to finance part of the Subsequent Consideration payable if necessary, to finance further acquisitions and to finance general corporate purposes and working capital. The availability for drawdown in relation to any payment of Subsequent Consideration is the 12-month period starting on 15 May 2012 and for other purposes it is the 47-month period starting on 15 May 2012. A bullet repayment will be due on the date falling 48 months after 15 May 2012.
Facility D is an additional term loan facility of up to €20 million which may be requested by the Group to fund further acquisitions. Facility D is an uncommitted facility.


Application will be made to the FSA for the New Ordinary Shares to be admitted to the premium listing segment of the Official List of the FSA and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on its main market for listed securities. The New Ordinary Shares will rank pari passu in all respects with the existing Perform Shares, including for all dividends and other distributions declared, made or paid on the existing Perform Shares and will form a single class for all purposes with the existing Perform Shares. It is expected that the New Ordinary Shares will be delivered in uncertificated form and settlement will take place through CREST on Admission.

Financial effects of the Proposed Acquisition
RunningBall had gross assets at 31 December 2011 of €12.2 million, EBITDA of €7.2 million and profits before tax for the year ended 31 December 2011 of €6.6 million.
RunningBall's revenue, EBITDA, operating profit, profit before tax and profit after tax for the three years ended 31 December 2011 are summarised below:

€,000

Year ended
31 December 2009

Year ended
31 December 2010

Year ended
31 December 2011

Revenues

7,647

13,440

16,144

EBITDA

1,857

4,130

7,247

Operating profit

1,612

3,592

6,499

Profit before tax

1,600

3,565

6,600

Profit after tax

1,426

3,197

5,829

EBITDA margin %

24%

31%

45%

The financial information reflects the growth in RunningBall's business in the last three years, with revenue increasing by 111 per cent., EBITDA by 290 per cent. and profit after tax by 309 per cent., all driven by the increasing demand from sports books for accurate, high quality real-time sports data to allow them to expand and improve their in-play sports betting offerings.

Post-tax return on invested capital is expected to exceed Perform's estimated WACC in the first full year following Completion before integration and deal costs.


Information on RunningBall Holding AG

Founded by Hans Thomas Gross in 2006 with its headquarters in Switzerland and with operational centres in Austria, Portugal, Cyprus and Malaysia, RunningBall Holding AG is a leader in the real-time sports data sector. The RunningBall Group currently engages more than 1,100 scouts in over 70 countries to gather real-time information on live sports events around the world.

In 2011 it produced real-time data coverage of over 35,000 sporting events (including over 30,000 football matches), producing over 1,000 items of data in relation to each match, and within the field of football is already one of the most comprehensive real-time data services available anywhere in the world. In 2012 it is anticipated that RunningBall will increase its services to include coverage of over 40,000 events, including 34,000 football matches, 5,000 basketball matches and 1,000 ice hockey matches. RunningBall has always specialised in the provision of real-time data, making it one of the most experienced operators in the sector. It also maintains and monetises complete historical datasets for over 100,000 events.

RunningBall is able to collect, review, enhance, store and distribute large volumes of data in real time through a combination of its extensive network of scouts and the highly sophisticated, bespoke and robust technological platform it has developed in house.

Data is collected by scouts attending sporting events around the world and inputting data using mobile handset devices which contain RunningBall's proprietary software. Each piece of data is transmitted in real-time to RunningBall's clients either through a desktop "trader client" application or via external data feeds integrated directly into the clients' systems. Clients receive data as it is being transmitted by scouts on a near-instantaneous basis, although customers outside of Europe sometimes experience slightly higher latency due to weaker telecommunications links.

RunningBall invests in its scout network to ensure that it hires and retains only those with the highest quality skills. This involves, among other things, a rigorous recruitment process, constant training, close supervision at all stages before, during and after matches and a rating system which is applied to each scout's performance after every match. The rating system determines the bonuses that scouts and their managers receive and therefore incentivises strong performance, while also enabling under-performance to be addressed mainly through re training.

RunningBall's scout network is supported by experienced staff in its principal operational centres (Austria and Portugal) who closely monitor and cross-check data as it is being transmitted by scouts during a match and carry out quality assurance checks after each match. The live in-match monitoring combined with extensive security and automated self-checking features ensures a high level of data integrity.

Indeed, RunningBall's data is used by sports bodies themselves to verify their own data records.
RunningBall provides 24/7 first and second level support to its clients before, during and after matches. First level support is available for straightforward data-related queries while second level support is designed for more complicated, technical issues that clients may experience from time to time.

RunningBall's main data centre is in Zurich and all data collected by scouts is transmitted to this data centre before being delivered to RunningBall's clients, most of whom have RunningBall's bespoke "trader client" software package specifically designed for receiving and processing data. In addition, it has off-site back-up and co-location services in Vienna and Graz, Austria, to ensure all data is securely stored.

RunningBall had 39 licensees in 2011. These licensees are sportsbooks. RunningBall's contracts typically have an initial term of one or two years and then revert to a rolling notice period of between one and three months. Contracted revenues for 2012 (including actual revenues to April 2012) are currently €14 million, with a further €4 million of revenues either on a rolling notice period or out of contract and being paid on a regular, recurring basis. Clients typically pay a fixed fee for a minimum number of events across a contract period with there being a significant range in the volume of events each client receives. 14 of RunningBall's licensees also license the Group's Watch&Bet product whilst 18 of its licensees also license the Group's Watch&Trade product.

The Directors believe that the Proposed Acquisition will deliver strong organic growth as a standalone product by:

  • increasing the number of licensees;
  • increasing the average number of events currently acquired by existing licensees - currently only a small proportion take all 35,000 live events;
  • increasing the number of sports and events covered - basketball, snooker, darts and ice hockey are the key focus for 2012 and 2013;
  • upselling the new visualisation product that graphically represents elements of the match directly from RunningBall data; and
  • upselling RunningBall data to existing Watch&Bet and Watch&Trade licensees not currently licensing the product.

Current trading and prospects
As announced by the Company in its interim management statement on 1 May 2012, Perform confirms that it remains on track to deliver 2012 revenue and EBITDA in line with the Board's expectations. The Group has seen year-on-year revenue growth of 45 per cent. to £31.4 million in the first quarter of 2012 (£21.7 million in the first quarter of 2011) and has seen growth across all business areas.

The Directors believe that the demand for the Enlarged Group's products and services will continue to increase as a result of its increased investments in rights and technology, its international expansion efforts, the increasing penetration of residential broadband connections and smart phones across all markets within which it operates and the impact of digital technology on the sales and marketing strategies of the sports, media and betting industries. These industries will need innovative solutions to generate new revenue streams and protect existing revenues. The Group is well placed to deliver these solutions.

The Target Group has had a strong start to the year with additional licensees being signed as well as more events being covered and sold to licensees.

General Meeting
A General Meeting is being convened at Hanover House, Plane Tree Crescent, Feltham TW13 7JJ at 10.00 a.m. on Thursday 31 May 2012 for the purpose of seeking Shareholder approval for the Resolutions.

A circular to Perform shareholders setting out details of the Proposed Acquisition and containing the notice convening the General Meeting will be sent to Perform shareholders later today.

UBS Limited, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting exclusively for Perform and for no one else in connection with the matters described in this document and is not, and will not be, responsible to anyone other than Perform for providing the protections afforded to clients of UBS Limited, or for providing advice in connection with the matters described in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on UBS by FSMA or the regulatory regime established thereunder, UBS does not accept any liability whatsoever for the contents of this document or for any statement made or purported to be made by it, or on its behalf, in connection with Perform or the matters described in this document. UBS accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this document or any such statement.

Morgan Stanley & Co. International plc ("Morgan Stanley") is corporate broker to Perform and acting exclusively for Perform and for no one else in connection with the matters described in this announcement and is not, and will not be, responsible to anyone other than Perform for providing the protections afforded to clients of Morgan Stanley, or for providing advice in connection with the matters described in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Morgan Stanley by FSMA or the regulatory regime established thereunder, Morgan Stanley does not accept any liability whatsoever for the contents of this document or for any statement made or purported to be made by it, or on its behalf, in connection with Perform or the matters described in this document. Morgan Stanley accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this document or any such statement.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.
This announcement is not intended to, and does not constitute, or form part of, any offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. Perform shareholders are advised to read carefully the formal documentation in relation to the Proposed Acquisition once it has been despatched. Any response to the proposals should be made only on the basis of the information in the formal documentation to follow.

This announcement is not an offer of, or solicitation of an offer to purchase, securities in the United States and the New Ordinary Shares which will be issued in connection with the Proposed Acquisition, have not been, and will not be, registered under the US Securities Act or under the securities laws of any state, district or other jurisdiction of the United States, Australia, Canada or Japan and no regulatory clearance in respect of the New Ordinary Shares has been, or will be, applied for in any jurisdiction other than the UK.

Forward-looking statements
This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include, but are not limited to, statements regarding the Perform's intentions, beliefs or current expectations concerning, among other things, the Group's results of operations, financial position, prospects, growth, strategies and the industry in which it operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the actual results of the Group's operations, financial position and liquidity, and the development of the markets and the industry in which the Group operates, may differ materially from those described in, or suggested by, the forward-looking statements contained in this announcement. In addition, even if the results of operations, financial position and the development of the markets and the industry in which the Group operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation, currency fluctuations, changes in its business strategy, political and economic uncertainty and other factors.

Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this document speak only as of their respective dates, reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's operations, results of operations and growth strategy. Subject to the requirements of the Financial Services Authority, the London Stock Exchange, the Listing Rules and Disclosure and Transparency Rules (and/or any regulatory requirements) or applicable law, the Group explicitly disclaims any obligation or undertaking publicly to release the result of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Company's expectations or to reflect events or circumstances after the date of this announcement.
No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that the earnings per share of the Group, as enlarged by RunningBall, or Perform or RunningBall for the current or future financial periods will necessarily match or exceed the historical or published earnings per share of Perform or RunningBall.