Offer Update and Cancellation of Trading on AIM (3956S)
November 18 2011 - 9:34AM
UK Regulatory
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: +44 (0) 20 7600 1658
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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