TIDMAPG
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY RESTRICTED JURISDICTION OR OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
29 September 2011
Portnard Limited ("Portnard")
Increased investment in Airsprung Group plc ("Airsprung")
Mandatory Cash Offer for Airsprung
Summary
* Portnard announces that on 28 September 2011 it acquired 7,156,000
Airsprung Shares, representing an interest of approximately 29.96 per cent.
of Airsprung, at a price of 27 pence per Airsprung Share (the
"Acquisition"). Following completion of the Acquisition, Portnard and
parties acting in concert with it are interested in 10,106,000 Airsprung
Shares, representing approximately 42.30 per cent. of the issued share
capital of Airsprung.
* Portnard is a company incorporated in Jersey which is owned by Andrew
Perloff and family trusts of Andrew and Harold Perloff. Andrew Perloff is
also the sole beneficiary of the Maland Pension Fund, which holds
approximately 12.35 per cent. of Airsprung's issued share capital.
* For the purposes of the Code, Andrew Perloff, Harold Perloff and Maland
Pension Fund are deemed to be acting in concert with Portnard (together,
the "Concert Party"). Immediately prior to the Acquisition, the Concert
Party was beneficially interested in 2,950,000 Airsprung Shares,
representing approximately 12.35 per cent. of the issued share capital of
Airsprung. Following the Acquisition, the Concert Party is beneficially
interested in approximately 42.30 per cent. of Airsprung's issued share
capital.
* As a result of the Acquisition, under Rule 9 of the Code, the Concert Party
is obliged to make a mandatory cash offer to acquire the entire issued
share capital of Airsprung not already owned by members of the Concert
Party, conditional only upon Portnard receiving such acceptances which will
result in the Concert Party holding more than 50 per cent. of the Airsprung
Shares. Accordingly, following consultation with the Takeover Panel,
Portnard is announcing the terms of a mandatory cash offer to be made to
the shareholders of Airsprung at a price of 27 pence per share.
* The Offer will comprise 27 pence in cash for each Airsprung Share valuing
the whole of Airsprung's existing issued share capital at approximately GBP
6.45 million.
Terms used in this summary but not defined herein shall have the meaning given
to them in the full text of the announcement.
This summary should be read in conjunction with, and is subject to, the full
text of the following announcement (including the Appendices). The Offer will
be subject to the condition and the further terms set out in Appendix I of the
following announcement and the terms to be set out in the Offer Document when
issued. Appendix II contains the sources and bases of certain information used
in this summary and in the following announcement. Appendix III contains
definitions of certain terms used in this summary and the following
announcement. Airsprung Shareholders should carefully read the Offer Document
(together with, if they hold their Airsprung Shares in certificated form, the
Form of Acceptance) in its entirety before making a decision with respect to
the Offer.
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.co.uk. None of the contents of Airsprung's, nor the
contents of any other website accessible from hyperlinks on Airsprung's
website, is incorporated into or forms any part of this announcement.
Enquiries
Merchant Securities Limited
David Worlidge/Virginia Bull 020 7628 2200
This announcement does not constitute or form part of any offer or invitation
to sell or purchase any securities or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of any securities,
pursuant to the Offer or otherwise, nor shall there be any sale, issue or
transfer of the securities referred to in this announcement in or into any
jurisdiction in contravention of any applicable law. The Offer will be made
solely by the Offer Document (together with, in the case of Airsprung Shares in
certificated form, the Form of Acceptance), which will contain the full terms
and conditions of the Offer, including details of how the Offer may be
accepted. Airsprung Shareholders should carefully read the Offer Document (and,
if they hold their Airsprung Shares in certificated form, the Form of
Acceptance) in its entirety before making a decision with respect to the Offer.
Merchant Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Portnard
and no-one else in relation to the Offer and will not be responsible to anyone
other than Portnard for providing the protections afforded to the customers of
Merchant Securities Limited or for providing advice in relation to the Offer or
in relation to the contents of this announcement or any transaction or
arrangement referred to herein.
The Offer shall be made solely by Portnard and neither Merchant Securities
Limited nor any of its affiliates are making the Offer.
To the extent permitted by applicable law, in accordance with, and to the
extent permitted by, the Code and normal UK market practice, Portnard or its
nominees or brokers (acting as agents) or their respective affiliates may from
time to time make certain purchases of, or arrangements to purchase, Airsprung
Shares, other than pursuant to the Offer, before or during the period in which
the Offer remains open for acceptance. These purchases may occur either in the
open market at prevailing prices or in private transactions at negotiated
prices. Such purchases, or arrangements to purchase, will comply with all
applicable UK rules, including the Code and the rules of the London Stock
Exchange to the extent applicable. In addition, in accordance with, and to the
extent permitted by, the Code and normal UK market practice, Merchant
Securities Limited and its affiliates may engage in purchasing activities
consistent with their respective normal and usual practice and applicable law.
Any information about such purchases will be disclosed on a next day basis to
the Panel on Takeovers and Mergers and will be available from any Regulatory
Information Service, including the Regulatory News Service on the London Stock
Exchange website, www.londonstockexchange.com.
The distribution of this document in jurisdictions other than the United
Kingdom may be restricted by the laws of those jurisdictions and therefore
persons into whose possession this document comes should inform themselves
about and observe any such restrictions. Failure to comply with any such
restrictions may constitute a violation of the securities laws of any such
jurisdiction.
The availability of the Offer to Airsprung Shareholders who are not resident in
the United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are located or of which they are citizens. Such persons should
inform themselves of, and observe, any applicable legal or regulatory
requirements of those jurisdictions. In particular, the Offer is not, unless
decided otherwise by Portnard, being made in or into or from, and is not
capable of acceptance in or from, any Restricted Jurisdiction. Further details
in relation to overseas Airsprung Shareholders will be contained in the Offer
Document.
The Offer is not intended to be made, directly or indirectly, in, into or from
any Restricted Jurisdiction and the Offer will not be capable of acceptance
from or within any Restricted Jurisdiction. Accordingly, copies of this
announcement are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from any Restricted
Jurisdiction and persons receiving this announcement (including custodians,
nominees and trustees) must not mail or otherwise distribute or send it in,
into or from any Restricted Jurisdiction, as doing so may invalidate any
purported acceptance of the Offer.
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 UK.
Forward-looking statements
This announcement, including information included in this announcement,
contains "forward-looking statements" concerning Portnard and Airsprung and the
Airsprung Group that are subject to risks and uncertainties. Information in
this announcement relating to Airsprung has been compiled from published
sources. Generally, the words "will", "may", "should", "continue", "believes",
"expects", "intends", "anticipates" or similar expressions identify
forward-looking statements. These forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond Portnard's ability to control
or estimate precisely, such as future market conditions, changes in regulatory
environment and the behaviour of other market participants. Portnard cannot
give any assurance that such forward-looking statements will prove to have been
correct. The reader is cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
announcement. Portnard does not undertake any obligation to update or revise
publicly any of the forward-looking statements set out herein, whether as a
result of new information, future events or otherwise, except to the extent
legally required.
Nothing contained herein shall be deemed to be a forecast, projection or
estimate of the future financial performance of Portnard or any member of the
Airsprung Group following completion of the Offer unless otherwise stated.
Disclosure requirements under the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 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
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 http://
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.
You should note that, for the purposes of the above summary of Rule 8 of the
Code, Portnard is not treated as a paper offeror and therefore there is no
requirement to disclose interests or dealings in shares of Portnard under Rule
8 of the Code. Portnard will be disclosing later today the details required to
be disclosed by it under Rule 8.1(a) and any further disclosure in respect all
persons acting in concert with Portnard in accordance with Rule 8.1(a) and Note
2(a)(i) on Rule 8 will be made as soon as possible thereafter.
Publication on Website
In accordance with Rule 30.4(c) of the Code, a copy of this announcement will
be made available, subject to certain restrictions relating to persons resident
in a Restricted Jurisdiction, free of charge, on Portnard's website at
www.portnard.co.uk by no later than 12 noon (London time) on 30 September 2011.
In accordance with Rule 30.2, a person may request a copy of the announcement
in hard copy form. A person may also request that all future documents,
announcements and information in relation to the Offer should be in hard copy
form.
A hard copy of the announcement will not be sent unless so requested. A hard
copy may be obtained by sending a request to Merchant Securities Limited, 51-55
Gresham Street, London EC2V 7HQ or by contacting Merchant Securities Limited on
+44 (0)20 7628 2200.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY RESTRICTED JURISDICTION OR OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
29 September 2011
Portnard Limited
Increased investment in Airsprung Groupplc
Mandatory Cash Offer for Airsprung
* Introduction
Portnard announces that on 28 September 2011 it acquired 7,156,000 Airsprung
Shares, representing an interest of approximately 29.96 per cent. of Airsprung,
at a price of 27 pence per Airsprung Share (the "Acquisition"). Following
completion of the Acquisition, Portnard and parties acting in concert with it
are interested in 10,106,000 Airsprung Shares, representing approximately 42.30
per cent. of the issued share capital of Airsprung.
Portnard is a company incorporated in Jersey which is owned by Andrew Perloff
and family trusts of Andrew and Harold Perloff. Andrew Perloff is also the sole
beneficiary of the Maland Pension Fund, which holds approximately 12.35 per
cent. of Airsprung's issued share capital. Further information about the
Concert Party is given at paragraph 3 below.
For the purposes of the Code, Andrew Perloff, Harold Perloff and Maland Pension
Fund are deemed to be acting in concert with Portnard (together, the "Concert
Party"). Immediately prior to the Acquisition, the Concert Party was
beneficially interested in 2,950,000 Airsprung Shares, representing
approximately 12.35 per cent. of the issued share capital of Airsprung.
Following the Acquisition, the Concert Party is beneficially interested in
approximately 42.30 per cent. of Airsprung's issued share capital.
As a result of the Acquisition, under Rule 9 of the Code, the Concert Party is
obliged to make a mandatory cash offer to acquire the entire issued share
capital of Airsprung not already owned by members of the Concert Party
conditional only upon Portnard receiving such acceptances which will result in
the Concert Party holding more than 50 per cent. of the Airsprung Shares.
Accordingly, following consultation with the Panel, Portnard is announcing the
terms of a mandatory cash offer to be made to the shareholders of Airsprung at
a price of 27p per share, being the highest price paid for a Airsprung Share in
the last 12 months by any member of the Concert Party.
* The Offer
Under the Offer, which will be subject to the condition and further terms set
out below and in Appendix I and the full terms and conditions which will be set
out in the Offer Document, the Airsprung Shareholders will be entitled to
receive:
for each Airsprung Share 27 pence in cash
The Offer is to be made by Portnard as a mandatory cash offer in accordance
with the Concert Party's obligations under Rule 9 of the Code. Accordingly, the
Offer will be conditional only upon Portnard receiving such acceptances which
will result in the Concert Party holding more than 50 per cent. of the
Airsprung Shares.
The Offer values the entire existing issued share capital of Airsprung at
approximately GBP6.45 million.
The Offer Price represents a premium of approximately 35 per cent. to the
Closing Price of 20p of an Airsprung Share on 28 September 2011, the trading
day immediately preceding the date of this announcement. The Airsprung Shares
will be acquired pursuant to the Offer fully paid and free from all liens,
charges, equitable interests, encumbrances, rights of pre-emption and any other
rights and interests of any nature whatsoever and together with all rights now
and hereafter attaching thereto, including voting rights and the right to
receive and retain in full all dividends and other distributions (if any)
declared, made or paid on or after the date of this announcement, other than
the dividend of 0.6p per Airsprung Share payable on 19 October 2011 to
Airsprung Shareholders on the register at 23 September 2011.
The Offer Document and (in the case of Airsprung Shareholders who hold their
Airsprung Shares in certificated form) the Form of Acceptance containing the
full terms and condition of the Offer will be posted to Airsprung Shareholders
(other than Airsprung Shareholders in a Restricted Jurisdiction) in due course.
* Information on Portnard and the Concert Party and the financing of the
Offer
*
a. Portnard
Portnard is a company registered in Jersey with number 12672. Its
registered office is at 26 New Street, St. Helier, Jersey JE2 3RA. Portnard
is owned by Andrew Perloff and family trusts of Andrew and Harold Perloff.
b. Maland Pension Fund
Maland Pension Fund is a pension fund for the sole benefit of Andrew
Perloff.
c. Andrew Perloff
Andrew Perloff is Executive Chairman of Panther Securities plc ("Panther").
He has over 45 years' experience in the property sector, including 35
years' experience of being a director of a public listed company, primarily
as Panther's Chairman. He has significant experience of corporate activity
including several contested take-over bids and has also served on the board
of directors of six other public listed companies.
d. Harold Perloff
Harold Perloff is Andrew Perloff's brother.
e. Financing of the Offer
Portnard is providing the cash consideration payable under the Offer from
its existing cash resources.
Merchant Securities, financial adviser to Portnard, is satisfied that
sufficient resources are available to satisfy in full the cash
consideration payable to Airsprung Shareholders under the terms of the
Offer.
+ Airsprung Share Scheme
Participants in Airsprung's Share Scheme will be contacted regarding the
effect of the Offer on their rights under the Airsprung Share Scheme and
appropriate proposals will be made to such participants in due course. The
Offer will extend to any Airsprung Shares which are unconditionally
allotted or issued as a result of the exercise of existing options and
vesting of awards under the Airsprung Share Scheme before the date on which
the Offer closes.
+ Disclosure of interests in Airsprung Shares
Portnard confirms that it is making on the date of this announcment an
Opening Position Disclosure, which discloses the details required to be
disclosed by it under Rule 8.1(a) of the Code.
+ Offer Document
It is expected that the Offer Document and the Acceptance Forms
accompanying the Offer Document will be posted as soon as practicable and,
in any event, (save with the consent of the Panel) within 28 days of this
announcement. The Offer Document and Acceptance Forms will be made
available to all Airsprung Shareholders at no charge to them.
Airsprung Shareholders are urged to read the Offer Document and the
appropriate accompanying Acceptance Form when they are sent to them because
they will contain important information.
+ Compulsory acquisition, cancellation of AIM admission and
re-registration as a private company
If Portnard receives acceptances under the Offer in respect of, or
otherwise acquires, 90 per cent. or more of Airsprung Shares to which the
Offer relates, Portnard intends to exercise its rights pursuant to the
provisions of Part 28 of the Act, as applicable, to acquire compulsorily
the remaining Airsprung Shares in respect of which the Offer has not been
accepted on the same terms as the Offer.
If the Offer becomes or is declared unconditional in all respects, and
sufficient acceptances under the Offer are received, Portnard intends to
procure that Airsprung makes an application to the London Stock Exchange to
cancel the admission of Airsprung Shares from trading on AIM. Cancellation
of admission of Airsprung Shares from trading on AIM is likely to reduce
significantly the liquidity and marketability of any Airsprung Shares in
respect of which the Offer has not been accepted.
It is anticipated that, subject to any applicable requirements of the
London Stock Exchange, cancellation of admission to trading on AIM will
take effect no earlier than 20 Business Days after either (i) the date on
which Portnard 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 Airsprung or (ii) the first date of issue of
compulsory acquisition notices under Part 28 of the Act, as applicable.
Portnard will notify Airsprung Shareholders when the required 75 per cent.
acceptance threshold has been attained, confirm that the notice period has
commenced and the anticipated date of cancellation.
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 Companies Act 2006.
+ General
The Offer will be made on the terms and subject to the condition and
further terms set out herein and in Appendix I to this announcement. The
bases and sources of certain financial information contained in this
announcement are set out in Appendix II to this announcement. Certain terms
used in this announcement are defined in Appendix III to this announcement.
Merchant Securities Limited is authorised by the Financial Services
Authority. Merchant Securities Limited is acting exclusively for Portnard
and no one else in connection with the Offer and will not be responsible to
anyone other than Portnard for providing the protections afforded to
clients of Merchant Securities Limited, or for providing advice in
connection with the Offer or any matter referred to herein.
Overseas Shareholders
This announcement is for informational purposes only 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 will be made solely by means of an Offer Document
and the Acceptance Forms accompanying the Offer Document, which will
contain the full terms and conditions of the Offer, including details of
how the Offer may be accepted.
This announcement has been prepared for the purpose of complying with
English law and the City 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.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
Unless otherwise determined by Portnard 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 a Restricted Jurisdiction where to
do so would violate the laws in that jurisdiction, and the Offer will not
be capable of acceptance from or within a Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents relating to the
Offer are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction,
and persons receiving this announcement and all documents relating to the
Offer (including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such jurisdictions as
doing so may invalidate any purported acceptance of the Offer.
The availability of the Offer to Airsprung Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in
the United Kingdom should inform themselves of, and observe, any applicable
requirements.
Forward looking statements
This announcement contains statements about Portnard and Airsprung that are
or may be forward looking statements. All statements other than statements
of historical facts included in this announcement may be forward looking
statements. Without limitation, any statements preceded or followed by or
that include the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects" 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 Portnard or Airsprung's
operations and potential synergies resulting from the Offer; and (iii) the
effects of government regulation on Portnard or Airsprung's business.
Such forward looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results to differ materially
from those projected or implied in any forward looking statements. 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. Portnard disclaims any obligation to update any forward
looking or other statements contained herein, except as required by
applicable law.
Enquiries
Merchant Securities Limited
David Worlidge/Virginia Bull 020 7628 2200
Disclosure requirements under the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 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 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 http://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.
You should note that, for the purposes of the above summary of Rule 8 of
the Code, Portnard is not treated as a paper offeror and therefore there is
no requirement to disclose interests or dealings in shares of Portnard
under Rule 8 of the Code. Portnard will be disclosing later today the
details required to be disclosed by it under Rule 8.1(a) and any further
disclosure in respect all persons acting in concert with Portnard in
accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 will be made as soon
as possible thereafter.
Publication on Website
In accordance with Rule 30.4(c) of the Code, a copy of this announcement
will be made available, subject to certain restrictions relating to persons
resident in a Restricted Jurisdiction, free of charge, on Portnard's
website at www.portnard.co.uk by no later than 12 noon (London time) on 30
September 2011.
In accordance with Rule 30.2, a person may request a copy of the
announcement in hard copy form. A person may also request that all future
documents, announcements and information in relation to the Offer should be
in hard copy form.
A hard copy of the announcement will not be sent unless so requested. A
hard copy may be obtained by sending a request to Merchant Securities
Limited, 51-55 Gresham Street, London EC2V 7HQ or by contacting Merchant
Securities Limited on +44 (0)20 7628 2200.
APPENDIX I
CONDITION AND FURTHER TERMS OF THE OFFER
The Offer will comply with the applicable rules and regulations of AIM, the
London Stock Exchange and the Code. The Offer and any acceptances
thereunder will be governed by English law and will be subject to the
jurisdiction of the English Courts. In addition it will be subject to the
condition to be set out in the Offer Document and related Form of
Acceptance.
Part A - Condition of the Offer
The Offer will be subject to the following condition:
Valid acceptances of the Offer being received (and not, where permitted,
withdrawn) by not later than 1.00 p.m. (London time) on the first closing
date of the Offer (or such later time(s) and/or date(s) as Portnard may,
subject to the rules of the Code or with the consent of the Panel, decide)
in respect of such number of Airsprung Shares which, when aggregated with
the Airsprung Shares held by Portnard and any person acting in concert with
Portnard at the date of the Offer and any Airsprung Shares acquired or
contracted to be acquired by Portnard or any person acting in concert with
Portnard on or after such date, carry more than 50 per cent. of the voting
rights then normally exercisable at a general meeting of Airsprung
including for this purpose any such voting rights attaching to Airsprung
Shares which have been unconditionally allotted or issued before the Offer
becomes or is declared unconditional (whether pursuant to the exercise of
any outstanding subscription or conversion rights or otherwise).
For the purposes of this condition Airsprung Shares which have been
unconditionally allotted but not issued shall be deemed to carry the voting
rights they will carry on issue.
Part B - Further terms of the Offer
Subject as follows, the Offer will extend to all Airsprung Shares other
than those already owned by Portnard and persons acting in concert with it.
Airsprung Shares will be acquired by Portnard, pursuant to the Offer, fully
paid with full title guarantee and free from all liens, charges,
encumbrances, equitable interests, pre-emption rights and other interests
and rights of whatsoever nature and together with all rights now or
hereafter attaching thereto, including the right to receive and retain in
full all dividends and other distributions (if any) declared, paid or made
after the date of this announcement, other than the dividend of 0.6p per
Airsprung Share payable on 19 October 2011 to Airsprung Shareholders on the
register at 23 September 2011.
In deciding whether or not to accept the Offer in respect of their
Airsprung Shares, Airsprung Shareholders should rely on the information
contained in, and follow the procedures described in, the Offer Document
and (if they hold their Airsprung Shares in certificated form) the Form of
Acceptance which will be posted to Airsprung Shareholders in due course
(other than to any Airsprung Shareholders with addresses in any Restricted
Jurisdiction).
The Offer will be subject to the terms which are set out in this Appendix
I, those terms which will be set out in the formal Offer Document and Form
of Acceptance and such further terms as may be required to comply with the
Code and applicable law.
The availability of the Offer to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions. Persons who are
not resident in the United Kingdom should inform themselves about and
observe any applicable requirements.
The Offer will not be made, directly or indirectly, in or into, or by use
of the mails of, or by any means or instrumentality (including, without
limitation, facsimile transmission, telex, telephone, internet or e-mail)
of interstate or foreign commerce of, or of any facility of a national
securities exchange of, any Restricted Jurisdiction and the Offer will not
be capable of acceptance by any such use, means, instrumentality or
facility or from within, any Restricted Jurisdiction.
This announcement does not constitute an offer or invitation to purchase
Airsprung Shares or any other securities.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
Information about Airsprung has been compiled from published sources.
Unless otherwise stated:
a. financial information relating to Airsprung has been extracted or
derived without material adjustment from the relevant audited annual
accounts;
b. references to the value of the Offer are based on there being
23,888,698 Airsprung Shares in issue (source: Airsprung's report and
accounts dated 12 August 2011);and
c. historic share prices are sourced from the London Stock Exchange
website and represent Closing Prices for Airsprung Shares on the
relevant dates.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement unless the
context requires otherwise.
"Acquisition" the acquisition of 7,156,000 Airsprung Shares by
Portnard at a price of 27p for each Airsprung
Share
"AIM" a market operated by the London Stock Exchange
"Airsprung" Airsprung Group plc, a company registered in
England and Wales under company number 1277785
"Airsprung Group" collectively, Airsprung and its subsidiaries
from time to time
"Airsprung holders of Airsprung Shares
Shareholders"
"Airsprung Shares" ordinary shares of 10p each in the capital of
Airsprung
"Airsprung Share the employee share option scheme of Airsprung
Scheme" under which options over Airsprung Shares are
outstanding
"business day" a day (excluding Saturdays, Sundays and public
holidays) on which banks are open for business
in the City of London
"Closing Price" the closing middle-market price of a Airsprung
Share on a particular day as derived from the
Daily Official List
"Code" the Takeover Code issued by the Panel, as
amended from time to time
"Companies Act 2006" the Companies Act 2006, as amended
"Concert Party" Portnard, Maland, Andrew Perloff and Harold
Perloff
"Daily Official List" the Daily Official List of the London Stock
Exchange
"Form of Acceptance" the form of acceptance and authority relating to
the Offer which will, in the case of Airsprung
Shareholders who hold their Airsprung Shares in
certificated form (other than Airsprung
Shareholders in a Restricted Jurisdiction),
accompany the Offer Document
"London Stock Exchange" London Stock Exchange plc
"Maland" Maland Pension Fund, a pension fund for the sole
benefit of Andrew Perloff
"Merchant Securities" Merchant Securities Limited, financial adviser
to Portnard
"Offer" the mandatory cash offer to be made by Portnard
to acquire the entire issued and to be issued
share capital of Airsprung not already owned by
Portnard or persons acting in concert with it on
the terms to be set out in the Offer Document
and, in the case of Airsprung Shares held in
certificated form, the Form of Acceptance
"Offer Document" the formal offer document to be sent to
Airsprung Shareholders (other than Airsprung
Shareholders in a Restricted Jurisdiction) which
will contain the full terms and condition of the
Offer
"Offer Period" the offer period (as defined in the Code)
relating to Airsprung, which commenced on (and
includes) 29 September 2011
"Panel" the Panel on Takeovers and Mergers
"Portnard" Portnard, Limited., a company incorporated in
Jersey, with registered number 12672
"Pounds Sterling" or "GBP UK pounds sterling (and references to "p" shall
" be construed accordingly)
"Restricted any jurisdiction where local laws or regulations
Jurisdiction" may result in a significant risk of civil,
regulatory or criminal exposure for Portnard,
any parties acting in concert with it, any of
their respective directors or Airsprung if
information or documentation concerning the
Offer is sent or made available to Shareholders
in that jurisdiction
"United Kingdom" or the United Kingdom of Great Britain and Northern
"UK" Ireland
For the purposes of this announcement, "subsidiary", "subsidiary
undertaking", "undertaking" and "associated undertaking" have the
respective meanings given thereto by the Act.
All the times referred to in this announcement are London times unless
otherwise stated.
References to the singular include the plural and vice versa.
END
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