APG Airsprung Group

 
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 
 
30 November 2011 
 
                       RECOMMENDED MANDATORY CASH OFFER 
 
                                      for 
 
                       Airsprung Group PLC ("Airsprung") 
                                      by 
 
                         Portnard Limited ("Portnard") 
 
                   Level of Acceptances and Closing of Offer 
 
Portnard announces that as at 1.00 p.m. on 29 November 2011, being the first 
closing date of the Offer, valid acceptances of the Offer have been received in 
respect of 13,084,514 Airsprung Shares, representing approximately 54.77 per 
cent. of Airsprung's issued share capital and 94.93 per cent. of the number of 
Offer Shares. 
 
Of this figure of 13,084,514 Airsprung Shares, 6,247,658 Airsprung Shares were 
subject to irrevocable undertakings procured by Portnard or its associates, 
representing approximately 25.77 per cent. of Airsprung's issued share capital. 
Neither Portnard nor its associates have any other outstanding irrevocable 
commitments or letters of intent to accept the Offer. 
 
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 29 November 2011, Portnard and 
parties acting in concert with it are interested in 23,190,514 Airsprung 
Shares, representing approximately 97.07 per cent. of the issued share capital 
of Airsprung. 
 
The Offer, which became unconditional in all respects on 16 November 2011, will 
close at 1.00 p.m. on 13 December 2011 . 
 
Compulsory acquisition and cancellation of trading on AIM 
 
As indicated in the Offer Document, as Portnard has received 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 announced on 18 November 2011, Airsprung has applied to the London Stock 
Exchange for the cancellation of admission to trading on AIM of Airsprung 
Shares ("Cancellation") and Cancellation of the AIM listing is expected to be 
effective from 7.00 a.m. on 16 December 2011 or as soon as practicable 
thereafter. 
 
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 p.m. on 29 November 2011, on or before 13 
December 2011; and (ii) in the case of Airsprung Shareholders who validly 
accept after 1.00 p.m. on 29 November 2011, within 14 days of the receipt of 
such acceptances. 
 
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. 
 
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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