Perform Group Financing

LISTING PARTICULARS NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES 19APR201823273592 Perform Group Financing plc £40,000,000 8.5% Senior Secured Notes due 2020 to be consolidated and form a single series with £175,000,000 8.5% Senior Secured Notes due 2020 Perform Group Financing plc, a public limited liability company incorporated under the laws of England and Wales (the ‘‘Issuer’’), is hereby offering (the ‘‘Offering’’) £40,000,000 aggregate principal amount of its 8.5% Senior Secured Notes due 2020 (the ‘‘Additional Notes’’). The Additional Notes offered hereby will constitute a single series with £175,000,000 8.5% Senior Secured Notes due 2020 (the ‘‘Initial Notes’’ and, together with the Additional Notes, the ‘‘Notes’’) issued by the Issuer on, and will be governed by the indenture (the ‘‘Indenture’’) relating to the Initial Notes dated as of, November 16, 2015. The Additional Notes will have identical terms and conditions in all respects as the Initial Notes for all purposes of the Indenture, including, without limitation, with respect to payments of interest, waivers, amendments, redemptions and offers to purchase, and will be fully fungible with the Initial Notes. Temporary notes (the ‘‘Temporary Notes’’) will be issued pursuant to Regulation S (as defined below) on the Issue Date (as defined below). The common code (‘‘Common Code’’) for the Temporary Notes issued pursuant to Regulation S is 182195227. The international securities identification number (‘‘ISIN’’) for the Temporary Notes sold pursuant to Regulation S is XS1821952279. The Temporary Notes will have identical terms and conditions in all respects as the Additional Notes for all purposes of the Indenture. Following the first interest payment on such Temporary Notes on May 15, 2018, the Temporary Notes will be automatically exchanged for an equal aggregate principal amount of Additional Notes. The Additional Notes will share the same ISINs and Common Codes as the Initial Notes. See ‘‘Listing and General Information—Clearing Information.’’ The Issuer is a wholly-owned subsidiary of Perform Group Limited, a company incorporated under the laws of England and Wales (the ‘‘Company’’). Upon completion of the Offering, an aggregate of £215,000,000 in the principal amount of the Notes will be outstanding. The Issuer will pay interest on the Additional Notes semi-annually in arrears on each November 15 and May 15, commencing on 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 Notes will mature on November 15, 2020. At any time the Issuer may redeem all or part of the Notes by paying the redemption prices set forth herein. In the event of certain developments affecting taxation, the Issuer may redeem all, but not less than all, of the Notes. Upon the occurrence of certain events constituting a change of control, the Issuer will be required to make an offer to repurchase all of the Notes at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any. The Additional Notes will be, and the Initial Notes are, general senior obligations of the Issuer. The Initial Notes do, and the Additional Notes will, as applicable, rank pari passu in right of payment with any existing and future indebtedness of the Issuer that is not expressly subordinated in right of payment to the Notes, rank senior in right of payment to any existing and future indebtedness of the Issuer that is expressly subordinated in right of payment to the Notes, be effectively subordinated to any existing and future indebtedness of the Issuer that is secured by property or assets that do not secure the Notes, to the extent of the value of the property and assets securing such Indebtedness and be structurally subordinated to all obligations of any of the Company’s subsidiaries (other than the Issuer) that are not Guarantors (as define herein). The Additional Notes will be, and the Initial Notes are, guaranteed on a senior secured basis by the Company and certain of its subsidiaries (collectively, the ‘‘Guarantors’’). The guarantee of the Notes by each Guarantor (each, a ‘‘Note Guarantee’’) will rank pari passu in right of payment with any existing and future indebtedness of such Guarantor that is not expressly subordinated in right of payment to such Note Guarantee, rank senior in right of payment to any existing and future indebtedness of such Guarantor that is expressly subordinated in right of payment to such Note Guarantee, be effectively subordinated to any existing and future indebtedness of such Guarantor that is secured by property or assets that do not secure such Note Guarantee, to the extent of the value of the property and assets securing such indebtedness and be structurally subordinated to all obligations of any such Guarantor’s subsidiaries (other than the Issuer) that are not Guarantors. The Additional Notes will be secured by all of the assets that also secure our obligations under the Initial Notes and the Revolving Credit Facility Agreement (as defined herein) (the ‘‘Collateral’’). For a more detailed description of the Collateral, see ‘‘Description of the Notes—Security.’’ Pursuant to the terms of the Intercreditor Agreement (as defined herein), any obligations under the Revolving Credit Facility Agreement or in respect of certain hedging obligations, in each case that are, or may in the future be, secured by the Collateral, will receive priority with respect to any proceeds received upon any enforcement of the security interests in the Collateral. See ‘‘Description of Certain Financing Arrangements— Intercreditor Agreement.’’ These listing particulars (‘‘listing particulars’’ or ‘‘offering memorandum’’) constitutes a prospectus for the purpose of part IV of the Luxembourg law dated July 10, 2005 on prospectus securities, as amended, and for the purpose of the rules and regulations of the Luxembourg Stock Exchange (the ‘‘Exchange’’). Application has been made for the Additional Notes to be admitted to the Official List of the Exchange and to be admitted to trading on the Euro MTF Market thereof. The Initial Notes are listed on the Official List of the Exchange and are admitted to trading on the Euro MTF Market thereof. The Euro MTF Market of the Exchange is not a regulated market pursuant to the provisions of Directive 2014/65/EU on markets in financial instruments, as amended. Investing in the Additional Notes involves a high degree of risk. See ‘‘Risk Factors’’ beginning on page 49. Issue Price: 102.125% plus accrued interest, if any, from November 15, 2017. The Notes and the Note Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the ‘‘U.S. Securities Act’’). The Notes may not be offered or sold within the United States, except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the U.S. Securities Act (‘‘Rule 144A’’). Outside the United States, the Offering is being made in reliance on Regulation S under the U.S. Securities Act (‘‘Regulation S’’) and in any Member State of the European Economic Area which has implemented Directive 2003/71/EC, as amended by Directive 2010/73/EU (together with any relevant implementing measure in each relevant Member State, the ‘‘Prospectus Directive’’), the Offering is being made only to qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive. You are hereby notified that sellers of the Additional Notes may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. See ‘‘Transfer Restrictions’’ for additional information about eligible offerees and transfer restrictions. Delivery of the Additional Notes will be made to investors in book-entry form through Euroclear Bank SA/NV (‘‘Euroclear’’) and Clearstream Banking, S.A. (‘‘Clearstream’’), in each case on or about May 10, 2018 (the ‘‘Issue Date’’). Sole Bookrunner Deutsche Bank The date of these listing particulars is May 10, 2018 TABLE OF CONTENTS IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM ............ 1 AVAILABLE INFORMATION ................................................ 5 FORWARD-LOOKING STATEMENTS .......................................... 6 CERTAIN DEFINITIONS USED IN THIS OFFERING MEMORANDUM ............... 8 PRESENTATION OF FINANCIAL AND OTHER INFORMATION .................... 12 EXCHANGE RATE INFORMATION ........................................... 18 SUMMARY .............................................................. 19 SUMMARY CORPORATE AND FINANCING STRUCTURE ......................... 31 THE OFFERING .......................................................... 33 SUMMARY HISTORICAL FINANCIAL INFORMATION AND OTHER DATA ........... 39 RISK FACTORS ........................................................... 49 USE OF PROCEEDS ....................................................... 84 CAPITALIZATION ......................................................... 85 SELECTED HISTORICAL FINANCIAL INFORMATION ........................... 86 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ................................................ 91 INDUSTRY .............................................................. 127 BUSINESS ............................................................... 139 MANAGEMENT.........................................................

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