TIDMAPG
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
17November 2011
RECOMMENDED MANDATORY CASH OFFER
for
Airsprung Group PLC ("Airsprung")
by
Portnard Limited ("Portnard")
Offer unconditional in all respects
On 27 October 2011, the boards of Portnard and Airsprung announced that they
had reached agreement on the terms of a recommended increased mandatory cash
offer to be made by Portnard for the issued and to be issued share capital of
Airsprung not already held by Portnard and parties acting in concert with it.
The full terms and conditions of the Offer and the procedures for acceptance
were set out in the offer document (the "Offer Document") issued to the
shareholders of Airsprung on 8 November 2011.
Levels of acceptance
Prior to making the Offer, Portnard received irrevocable undertakings to accept
the Offer in respect of, in aggregate, 6,247,658 Airsprung Shares, representing
approximately 25.77 per cent. of the existing issued share capital of
Airsprung. As at 1.00 p.m. on 16 November 2011, valid acceptances had been
received in respect of 6,247,658 Airsprung Shares subject to such undertakings,
representing approximately 25.77 per cent. of the existing issued share capital
of Airsprung.
As at 1.00 p.m. on 16 November 2011, Portnard had received valid acceptances
from Airsprung Shareholders (including those referred to in the paragraph
above) in respect of 8,253,050 Airsprung Shares, representing approximately
34.54 per cent. of the issued ordinary share capital of Airsprung at that date,
all of which Portnard may count towards the satisfaction of its acceptance
condition.
Taking into account the Concert Party's existing holding of 10,106,000
Airsprung Shares (representing approximately 42.30 per cent. of the issued
share capital of Airsprung), as at 1.00 p.m. on 16 November 2011, Portnard and
parties acting in concert with it are interested in 18,359,050 Airsprung
Shares, representing approximately 76.85 per cent. of the issued share capital
of Airsprung.
The board of Portnard is therefore pleased to announce that the Offer has now
become unconditional as to acceptance and, hence, has been declared
unconditional in all respects.
Compulsory acquisition, cancellation of trading on AIM and re-registration asa
private company
As set out in the Offer Document, if Portnard receives acceptances under the
Offer in respect of, or otherwise acquires, 90 per cent. or more of the Offer
Shares, Portnard intends to exercise its rights pursuant to the provisions of
Chapter 3 of Part 28 of the Act, as applicable, to acquire compulsorily the
remaining Offer Shares in respect of which the Offer has not been accepted on
the same terms as the Offer.
As Portnard is now interested in more than 75 per cent. of the issued share
capital of Airsprung, and as set out in the Offer Document, Portnard intends to
procure that Airsprung applies to AIM for the cancellation of trading in
Airsprung Shares on AIM on 20 Business Days' notice. A further announcement is
expected to be made in due course regarding the proposed date for the
cancellation of trading on AIM. Following such cancellation, Portnard intends
to procure that Airsprung re-registers from a public limited company to a
private limited company under the relevant provisions of the Act.
Cancellation of the admission of Airsprung Shares to trading on AIM and
re-registration as a private limited company is likely to reduce significantly
the liquidity and marketability of any Airsprung Shares in respect of which the
Offer has not been accepted and the value of any such Airsprung Shares may be
adversely affected as a consequence.
Airsprung Shareholders who have not yet validly accepted the Offer are,
therefore, urged to do so as soon as possible.
Settlement of consideration
Settlement of the consideration to which Airsprung Shareholders are entitled
pursuant to the Offer shall be dispatched (or, in the case of Airsprung
Shareholders holding their Airsprung Shares held in uncertificated form, shall
be credited through CREST): (i) in the case of Airsprung Shareholders who
validly accepted the Offer by 1.00 pm on 16 November 2011, on or before 30
November 2011; and (ii) in the case of Airsprung Shareholders who validly
accept after 1.00 pm on 16 November 2011, within 14 days of the receipt of such
acceptances.
The Offer remains open for acceptance until further notice.
Terms defined in the Offer Document dated 8 November 2011 have the same meaning
in this announcement.
Note:
Save as disclosed above, no Airsprung Shares have been acquired or agreed to be
acquired by or on behalf of Portnard or any person acting in concert with
Portnard during the Offer Period and neither Portnard nor any person acting in
concert with Portnard has the benefit of any irrevocable commitment or letter
of intent in respect of any Airsprung Shares or has any interest in any
Airsprung Shares, or any short position (whether conditional or absolute and
whether in the money or otherwise and including any short position under a
derivative), any agreement to sell, any delivery obligation, any right to
require another person to purchase or take delivery, any stock borrowing or
lending arrangement in respect of any Airsprung Shares, or any right to
subscribe for any Airsprung Shares.
Enquiries:
Merchant Securities Limited Telephone: +44 (0) 20 7628 2200
(Financial adviser to Portnard)
David Worlidge or Virginia Bull
Publication on website
A copy of this announcement will be available, subject to certain restrictions
in relation to persons resident in Restricted Jurisdictions, on Portnard's
website at www.portnard.com.
A person may request a hard copy of the announcement and may also request that
all future documents, announcements and information in relation to the Offer
are sent in hard copy form. A hard copy may be obtained by sending a request to
Merchant Securities Limited, 51-55 Gresham Street, London EC2V 7HQ (telephone
number 020 7628 2200).
General
This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer to sell or any invitation to
purchase or subscribe for any securities pursuant to the Offer or otherwise.
The Offer will be made solely pursuant to the terms of the Offer Document and,
in respect of certificated Airsprung Shares, the Form of Acceptance which will
contain the full terms and condition of the Offer, including details of how the
Offer might be accepted.
Merchant Securities is acting as financial adviser to Portnard and no one else
in connection with the matters set out in this announcement and will not be
responsible to anyone other than Portnard for providing the protections
afforded to its clients nor for providing advice in relation to the matters set
out in this announcement.
Overseas Shareholders
The release, publication or distribution of this announcement in certain
jurisdictions 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 purpose of complying with English
law and the Code 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 of jurisdictions outside the United Kingdom.
Copies of this announcement and any formal documentation relating to the Offer
are not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in or into or from any Restricted Jurisdiction
and persons receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it in or into
or from any Restricted Jurisdiction. The Offer may not be made directly or
indirectly, in or into, or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of
any facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
Forward-Looking Statements
This document contains certain statements about Airsprung and Portnard that are
or may be "forward-looking statements" - that is, statements related to future,
not past, events, including forward-looking statements. These statements are
based on the current expectations of the management of Airsprung and Portnard
(as the case may be) and are subject to uncertainty and changes in
circumstances, and involve risks and uncertainties that could cause actual
results to differ materially from those expressed or implied in such
forward-looking statements.
The forward-looking statements contained in this announcement may include
statements about the expected effects on Airsprung and Portnard of the Offer,
the expected timing and scope of the Offer and all other statements in this
document other than historical facts. Without limitation, any statements
preceded or followed by or that include the words "targets", "plans",
"believes", "expects", "aims", "intends", "will", "may", "anticipates",
"estimates", "should," "would," "expect," "positioned," "strategy," or words or
terms of similar substance or the negative thereof, are forward-looking
statements. Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects; (ii) business and management strategies
and the expansion and growth of Airsprung's or Portnard's operations and
potential synergies resulting from the Offer; (iii) the effects of government
regulation on Airsprung's or Portnard's business, and (iv) Airsprung's plans,
objectives, expectations and intentions generally.
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. Unknown or unpredictable factors could also cause actual results to
differ materially from those in any forward-looking statement. Due to such
uncertainties and risks, readers are cautioned not to place undue reliance on
such forward-looking statements, which speak only as of the date hereof.
Neither Airsprung nor Portnard undertakes 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.
Disclosure Requirements under the Code
Under Rule 8.3(a) of the City Code, any person who is interested in one per
cent. or more of any class of relevant securities of an offeree company or of
any paper 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 paper
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 paper 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
paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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 per cent. or more of any class of relevant securities of the offeree
company or of any paper offeror must make a Dealing Disclosure if the person
deals in any relevant securities of the offeree company or of any paper
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 paper
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 paper 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. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should contact
the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Please note that, for the purposes of the above summary of Rule 8 of the Code,
Portnardis not treated as a paper offeror and therefore there is no requirement
to disclose interests or dealings in shares of Portnardunder Rule 8 of the
Code.
END
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