Offer for Airsprung Group plc

 
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 [phone]. 
 
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 
[phone]. 
 
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 [phone] 
    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 [phone]. 
 
                                    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