Offer Document Posted


 
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 
 
8 November2011 
 
                       RECOMMENDED MANDATORY CASH OFFER 
 
                                      for 
 
                        Airsprung Group PLC("Airsprung") 
                                      by 
 
                         Portnard Limited ("Portnard") 
 
                         Posting of the Offer Document 
 
Further to the announcement released on 27 October 2011 regarding the 
recommended increased cash offer by Portnard to acquire the issued and to be 
issued share capital of Airsprung not already held by Portnard and parties 
acting in concert with it ("the Announcement"), the Company announces that the 
Offer Document in connection with the Offer is being sent to Airsprung 
Shareholders and holders of Airsprung share options today. 
 
The first closing date for the Offer is 29 November 2011. The Offer Document, 
along with the Form of Acceptance and the Announcement will also be available 
on www.portnard.com no later than 12 noon on 9 November 2011. 
 
The Offer is being made on the terms and conditions set out in full in the 
Offer Document and, in respect of certificated Airsprung Shares, the Form of 
Acceptance. 
 
Save as defined herein, defined terms in this announcement are as defined in 
the Announcement. 
 
Enquiries: 
 
Merchant Securities Limited             Telephone: +44 (0) 20 7628 2200 
 
(Financial adviser to Portnard) 
 
David Worlidge or Virginia Bull 
 
finnCap Limited                         Telephone: +44 (0) 20 7220 0500 
 
(Financial adviser and 
 
corporate broker to Airsprung) 
 
Marc Young or Charlotte Stranner 
 
AirsprungGroup PLC 
 
Tony Lisanti, Chief Executive           Telephone: 44 (0) 1225 754 411 
 
 
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. 
 
finnCap is acting as financial adviser and corporate broker to Airsprung and no 
one else in connection with the matters set out in this announcement and will 
not be responsible to anyone other than Airsprung 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 Airsprungand 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 Requirementsunder 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
Airsprung (LSE:APG)
過去株価チャート
から 11 2024 まで 12 2024