Offer Update

 
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: [phone] 
 
(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 [phone]. 
 
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