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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Airsprung Group | LSE:APG | London | Ordinary Share | GB0000119940 | ORD 10P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 30.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
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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