Offer Update and Cancellation of Trading on AIM (3956S)

TIDMAPG

RNS Number : 3956S

Airsprung Group PLC

18 November 2011

Airsprung Group PLC

("Airsprung")

Cancellation of trading on AIM

Update on Recommended Mandatory Cash Offer

Update on Recommended Mandatory Cash Offer

The Board notes the announcement made yesterday by Portnard Limited ("Portnard") that the recommended mandatory cash offer by Portnard for the whole of the issued and to be issued share capital of Airsprung not already owned by Portnard and parties acting in concert with it (the "Offer"), has been declared unconditional as to acceptances and, hence, has been declared wholly unconditional.

Portnard further announced yesterday that as at 1.00 p.m. on 16 November 2011, Portnard had received valid acceptances from Airsprung Shareholders 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 Portnard's (and parties acting in concert with it) 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 notes that the condition to the Offer as set out in the offer document dated 8 November 2011 has now been satisfied and, accordingly, the Offer has been declared unconditional in all respects.

Portnard also stated its intention that if Portnard were to receive acceptances under the Offer in respect of, or otherwise were to acquire, 90 per cent. in value of the shares to which the Offer relates and not less than 90 per cent. of the voting rights carried by those shares, to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily on the same terms as the Offer the remaining Airsprung shares in respect of which acceptances have not been acquired or agreed to be acquired pursuant to the Offer.

Cancellation of Admission to Trading on AIM

In relation to the above, and at the request of Portnard, Airsprung is applying to the London Stock Exchange for the cancellation of admission to trading on AIM of Airsprung shares ("Cancellation").

The London Stock Exchange has agreed that shareholder consent in general meeting of Airsprung, which would otherwise be required pursuant to AIM Rule 41, is not required as the application for Cancellation has been made by Airsprung pursuant to a takeover which has become wholly unconditional and Portnard has received valid acceptances in excess of 75 per cent. of the issued share capital of Airsprung.

Cancellation of the AIM listing is expected to be effective from 7.00am on 16 December 2011 or as soon as practicable thereafter.

Cancellation will significantly reduce the liquidity and marketability of any Airsprung shares that have not been accepted pursuant to the Offer. Following the Cancellation, there will be no future market for Airsprung shareholders to realise their investment in Airsprung. Shareholders are still able to buy and sell Airsprung shares prior to the Cancellation.

Enquiries:

 
 finnCap                          Tel: [phone] 
 Financial adviser to Airsprung 
 Marc Young 
 Charlotte Stranner 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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