financial news

16/12/2011 7:00am

CANCELLATION OF ADMISSION OF SECURITIES TO TRADING ON AIM

AIRSPRUNG GROUP PLC

At the request of the company trading on AIM for the under-mentioned securities has been cancelled from 16/12/2011 7:00am

Ordinary Shares of 10p each, fully paid (0011994)(GB0000119940)

If you have any queries or require further information, please contact the company's nominated adviser on 020 7220 0500.

DJ Portnartd Limited Offer updated

  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 
 
30 November 2011 
 
                       RECOMMENDED MANDATORY CASH OFFER 
 
                                      for 
 
                       Airsprung Group PLC ("Airsprung") 
                                      by 
 
                         Portnard Limited ("Portnard") 
 
                   Level of Acceptances and Closing of Offer 
 
Portnard announces that as at 1.00 p.m. on 29 November 2011, being the first 
closing date of the Offer, valid acceptances of the Offer have been received in 
respect of 13,084,514 Airsprung Shares, representing approximately 54.77 per 
cent. of Airsprung's issued share capital and 94.93 per cent. of the number of 
Offer Shares. 
 
Of this figure of 13,084,514 Airsprung Shares, 6,247,658 Airsprung Shares were 
subject to irrevocable undertakings procured by Portnard or its associates, 
representing approximately 25.77 per cent. of Airsprung's issued share capital. 
Neither Portnard nor its associates have any other outstanding irrevocable 
commitments or letters of intent to accept the Offer. 
 
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 29 November 2011, Portnard and 
parties acting in concert with it are interested in 23,190,514 Airsprung 
Shares, representing approximately 97.07 per cent. of the issued share capital 
of Airsprung. 
 
The Offer, which became unconditional in all respects on 16 November 2011, will 
close at 1.00 p.m. on 13 December 2011 . 
 
Compulsory acquisition and cancellation of trading on AIM 
 
As indicated in the Offer Document, as Portnard has received 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 announced on 18 November 2011, Airsprung has applied to the London Stock 
Exchange for the cancellation of admission to trading on AIM of Airsprung 
Shares ("Cancellation") and Cancellation of the AIM listing is expected to be 
effective from 7.00 a.m. on 16 December 2011 or as soon as practicable 
thereafter. 
 
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 p.m. on 29 November 2011, on or before 13 
December 2011; and (ii) in the case of Airsprung Shareholders who validly 
accept after 1.00 p.m. on 29 November 2011, within 14 days of the receipt of 
such acceptances. 
 
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. 
 
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.  
  

Airsprung Group PLC - Update on Recommended Mandatory Cash Offer

Airsprung Group PLC ("Airsprung")

Cancellation of trading on AIM

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

For Immediate Release - Recommended Mandatory Cash Offer by Portnard Ltd Update

  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

17 November 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.

  

For Immediate Release - Recommended Mandatory Cash Offer by Portnard Ltd

The Recommended Mandatory Cash Offer by Portnard Limited document in PDF format is available from this link Portnard Mandatory Cash Offer.

The Form of Acceptance for the Mandatory Cash Offer document in PDF format is available from this link Form of Acceptance

The consent to issue these documents can be found in this letter - FinnCap Consent

Recommended Mandatory Cash Offer

November 8th 2011

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.
      
      

Airsprung Group PLC

Walker Crips Stockbrokers Ltd, 07 October 2011



DJ Airsprung Group PLC Form 8 (OPD) Airsprung Group plc

07 Oct 2011 - 15:04
TIDMAPG

RNS Number : 8167P

Airsprung Group PLC

07 October 2011

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1. KEY INFORMATION

 
     (a) Identity of the party to the offer making the     Airsprung Group PLC 
      disclosure: 
--------------------------------------------------------  -------------------- 
     (b) Owner or controller of interests and short 
     positions disclosed, if different from 1(a): The 
     naming of nominee or vehicle companies is 
     insufficient 
--------------------------------------------------------  -------------------- 
     (c) Name of offeror/offeree in relation to whose      Airsprung Group PLC 
     relevant securities this form relates: Use a 
     separate form for each party to the offer 
--------------------------------------------------------  -------------------- 
     (d) Is the party to the offer making the disclosure   OFFEREE 
      the offeror or the offeree? 
--------------------------------------------------------  -------------------- 
     (e) Date position held: 
--------------------------------------------------------  -------------------- 
     (f) Has the party previously disclosed, or is it      NO 
     today disclosing, under the Code in respect of any 
     other party to this offer? 
--------------------------------------------------------  -------------------- 
 
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

(a) Interests and short positions in the relevant securities of the offeror or 
offeree to which the disclosure relates

 
 Class of relevant security: 
--------------------------------------------  -------------------------------- 
                                                Interests     Short positions 
--------------------------------------------  ------------  ------------------ 
                                               Number    %      Number      % 
--------------------------------------------  --------      -------------  --- 
     (1) Relevant securities owned and/or        Nil             Nil 
     controlled: 
--------------------------------------------  --------      -------------  --- 
     (2) Derivatives (other than options):       Nil             Nil 
--------------------------------------------  --------      -------------  --- 
     (3) Options and agreements to               Nil             Nil 
     purchase/sell: 
--------------------------------------------  --------      -------------  --- 
     TOTAL:                                      Nil             Nil 
--------------------------------------------  --------      -------------  --- 
 
All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to purchase or 
sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral 
arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities

 
 Class of relevant security in relation to which subscription   Nil 
  right exists: 
-------------------------------------------------------------  ---- 
 Details, including nature of the rights concerned              Nil 
  and relevant percentages: 
-------------------------------------------------------------  ---- 
 
If there are positions or rights to subscribe to disclose in more than one class 
of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) 
or (b) (as appropriate) for each additional class of relevant security.

(c) Irrevocable commitments and letters of intent

 
 Details of any irrevocable commitments or letters 
  of intent procured by the party to the offer making 
  the disclosure or any person acting in concert with 
  it (see Note 3 on Rule 2.11 of the Code): 
----------------------------------------------------- 
 Nil 
----------------------------------------------------- 
 
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO 
THE OFFER MAKING THE DISCLOSURE

 
 Details of any interests, short positions and rights 
  to subscribe of any person acting in concert with 
  the party to the offer making the disclosure: 
------------------------------------------------------------ 
 The following directors and associated parties hold 
  ordinary shares of 10p each in the capital of Airsprung 
  Group PLC: 
  Director Shares 
  J P Yates* 1,208,178 
  S G W Yates** 977,658 
  T E Dallaway*** 170,700 
  J & A Yates 84 
  *held jointly with Mrs J Yates 
  **600,000 ordinary shares held jointly with Mrs C 
  Yates 
  ***700 held by Mr M Dallaway 
  The following directors are the beneficial owners 
  of ordinary shares of 10p each in the capital of Airsprung 
  Group PLC: 
  Director Shares 
  A Lisanti 3,500,000 
  S R Lyons CBE 1,500,000 
  J D Newman 100,000 
  The following directors have options to subscribe 
  for ordinary shares of 10p each in the capital of 
  Airsprung Group PLC under its executive share option 
  scheme: 
  Director Shares 
  A Lisanti 1,000,000 
  T E Dallaway 360,000 
------------------------------------------------------------ 
 
 
If there are positions or rights to subscribe to disclose in more than one class of 
relevant securities of the offeror or offeree named in 1(c), copy table 3 for each 
additional class of relevant security.

Details of any open derivative or option positions, or agreements to purchase or sell 
relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral 
arrangements should be disclosed on a Supplemental Form 8 (SBL).

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

 
 Details of any indemnity or option arrangement, or 
  any agreement or understanding, formal or informal, 
  relating to relevant securities which may be an inducement 
  to deal or refrain from dealing entered into by the 
  party to the offer making the disclosure or any person 
  acting in concert with it: 
  If there are no such agreements, arrangements or understandings, 
  state "none" 
------------------------------------------------------------------ 
 None 
------------------------------------------------------------------ 
 
(b) Agreements, arrangements or understandings relating to options or derivatives

 
     Details of any agreement, arrangement or understanding, 
      formal or informal, between the party to the offer 
      making the disclosure, or any person acting in concert 
      with it, and any other person relating to: 
      (i) the voting rights of any relevant securities under 
      any option; or 
      (ii) the voting rights or future acquisition or disposal 
      of any relevant securities to which any derivative 
      is referenced: 
      If there are no such agreements, arrangements or understandings, 
      state "none" 
---------------------------------------------------------------------- 
 None 
---------------------------------------------------------------------- 
 
(c) Attachments

Are any Supplemental Forms attached?

 
 Supplemental Form 8 (Open Positions)   NO 
-------------------------------------  --- 
 Supplemental Form 8 (SBL)              NO 
-------------------------------------  --- 
 
 
 Date of disclosure:    7 October 2011 
---------------------  --------------- 
 Contact name:          Tean Dallaway 
---------------------  --------------- 
 Telephone number:      01225 754 411 
---------------------  --------------- 
 
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service 
and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. 
The Panel's Market Surveillance Unit is available for consultation in relation to the
 Code's dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

This information is provided by RNS

The company news service from the London Stock Exchange

END

Response to Offer by Portnard Limited

29 September 2011

Airsprung Group Plc

("Airsprung", the "Company", or the "Group")

Response to Offer by Portnard Limited

The Board of directors of Airsprung, and their financial advisers, finnCap Limited ("finnCap"), note the offer announced today by Portnard Limited for the entire issued and to be issued share capital of the Company.

A further announcement will be made in due course, but in the meantime, shareholders are advised to take no action in respect of the offer.

Rule 2.10

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the "Code"), the Company confirms that it has 23,888,698 ordinary shares of ten pence each in issue and admitted to trading on the AIM market of the London Stock Exchange under the UK ISIN code GB0000119940.

Portnard Limited ("Portnard")

Increased investment in Airsprung Group plc ("Airsprung") Mandatory Cash Offer for Airsprung Mandatory Cash Offer for Airsprung

29 September 2011

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 £
    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 +44 (0)20 7638 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
+44 (0)20 7628 2200.

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 £6.45 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 +44 (0)20 7638
    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 +44 (0)20 7628 2200.
   
                                    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 "£ 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.

Airsprung Group PLC Annual General Meeting, 15 September 2011

16 September 2011

The Chairman made the following trading statement at the Annual General Meeting to be held today, Thursday 15 September 2011 at 12.30pm.

In the Chairman's statement accompanying the year-end Report and Accounts, I highlighted the difficult trading likely to be experienced by retailers in the second quarter and the expectation that our half-year profits would be down on last year's corresponding period.

Recent trading has indeed proved to be tough, with wide fluctuations in demand from week to week. The independents and larger multiple chains continue to suffer from a severe weakness in demand, which has affected all divisions of the Group. On the other hand, the Airsprung Beds business through major catalogue and internet retailers has stabilised, as our customers' new catalogues for Autumn/Winter 2011 have had a reasonably solid start. Airofreem, our foam conversion business, is performing ahead of budget. Gainsborough's sofa bed business has not been immune from national trends, but its traditional beds business has responded to a fresh look at ranges and a review of sales management. The Cavendish restructuring is proceeding on plan. Collins & Hayes performed strongly over the summer in the central London department stores but this has been against a weaker backcloth nationally.

n summary, operating profits for the first half year are likely to be little short of last year, before the costs of further redundancies and restructuring are taken into account.

With regard to the second half year, commencing October, the outlook is now somewhat more promising than I indicated in my earlier statement. Several of our operational projects are producing positive results and gross margins are under control. We have not yet reached a turning point in the economic cycle, but the second half year should produce profits that can be regarded as satisfactory in the current environment and we remain confident in the prospects for the Group as the economy recovers.

Stuart Lyons CBE

15 September 2011

Airsprung Group PLC Notice of Substantial Interests

11 August 2011

In addition to those of the directors, the company has been notified of the following interests in 3% or more of its allotted ordinary share captial at 11th August 2011:

Airsprung Group PLC Unaudited Preliminary results for Year Ended 31 March 2011 - Financial and operational highlights

06 July 2011

Airsprung Group PLC is a leading UK manufacturer of beds, mattresses and sofa beds selling under the Airsprung, Gainsborough, Hush and Hush-a-Bye brands. The Group's upholstery businesses manufacture and sell upholstery under the Collins & Hayes and Cavendish brands. In addition, the Group runs Airofreem foam conversion and Arena graphic design businesses. The Group supplies catalogue and internet retailers, multiple and independent retailers, and contract customers.

- Group sales £45 million

- Profit before tax and before exceptional items £0.9 million

- Profit before tax £0.5 million

- Dividend of 0.6p recommended

- Acquisition of Collins and Hayes Furniture Limited

- Pension deficit reduced by £1.2 million to £2.5 million

- Cash balance £1.7 million at year end

Stuart Lyons, Chairman, referring to financial year 2011/12 said:

"The outturn for the year as a whole will be dependent on the timing and pace of any economic recovery.  In the meantime, management are continuing to take steps to maintain gross margins while reducing costs through operating efficiencies and internal restructuring.  The directors regard the current trading challenges as short term and remain confident in the prospects for the Group."

For further information please contact:

Airsprung
Tony Lisanti, Chief Executive 01225 779114

finnCap
Marc Young (Corporate Finance) 0207 600 1658
Simon Starr (Corporate Broking) 0207 600 1658

AIRSPRUNG GROUP PLC

Preliminary Results for the year ended 31 March 2011

Chairman’s Statement Results and dividend

Results and dividend

Sales for the year ended 31 March 2011 were £44.9 million, compared with the prior year's £46.5 million, a 4% reduction following the previous year's 9% increase. Underlying profit before tax for the Group fell to £0.9 million compared with £1.0 million in 2010 as a result of the continued challenging trading conditions experienced by the Group as a whole. Reported profit on ordinary activities before taxation was £0.5 million reflecting three factors which are discussed in the course of this statement: market conditions, the restructuring of the Group's upholstered furniture interests and the expenses associated with the acquisition of Collins and Hayes. The directors recommend a maintained dividend of 0.6p per share payable on 19 October 2011 to shareholders on the register at 23 September 2011. The corresponding ex-dividend date is 21 September 2011.

Sector performance

The board considers that the Group operates in two market sectors; beds and other activities, and the accounts show the performance of each sector.

Group sales on a like for like basis fell by nearly 10% in the year and showed a sharp deterioration in trading conditions in the final quarter, with a rise in VAT accompanied by appalling winter weather conditions, and further pressures on disposable incomes which came into focus as the Chancellor's March Budget statement approached. Our sector suffered worse than many, as the purchase of beds and furniture is easily deferred and the squeeze on spending was felt particularly severely by middle and lower income families.

Beds

The economic difficulties hit different sub-sectors in different ways. Our Gainsborough business performed creditably in the middle and upper parts of the bed and sofa-bed markets. Airsprung Beds, however, had a mixed performance; much of its business remained solid and it continued to find new opportunities, but it experienced a very sharp fall in demand from a single major customer, which more than offset its successes.

Management took vigorous action to reduce labour costs in the bed companies in line with demand. The policy of using temporary labour for less skilled work allowed Airsprung Beds to reduce its workforce at little cost. Raw material and fuel prices were relatively stable compared with the prior year, and any increases were offset by the use of substitute materials and price increases to customers. Consequently, Group gross margins were satisfactorily maintained as a percentage of turnover.

Despite the temporary setbacks, Airsprung Beds continued to expand its reach. It won important business from major new entrants into the bed market, which augurs well for the future, and successfully launched a new range of Airsprung branded pillows and duvets in the UK market. The licensing agreement for bed and mattress manufacture and distribution in the USA was renewed by our client for a further three years from September 2011 on satisfactory terms.

Other activities

The Group has four business activities outside the bed sector. These are Airofreem, Arena Design, Collins & Hayes and Cavendish Upholstery.

The same reduction in demand seen by the Beds sector also affected Airofreem, the Group's foam conversion business, which did well to hold up its business overall. Our design group Arena performed well, winning new accounts and increasing its earnings on sales which were appreciably ahead of the previous year.

In December 2010, the Group acquired Collins and Hayes Furniture Limited and its trading brand Collins & Hayes, whose origins go back more than 130 years. This business is a manufacturer and distributor of high-quality upholstered furniture, based in St Leonards on Sea near Hastings in East Sussex. It produces beautifully designed upholstered furniture, and its customers include some of the most respected departmental and multiple stores in the UK.

The directors approved an initial cash payment for the acquisition of £2.1 million, plus a sum of up to £250,000 held in escrow to deal with any post acquisition warranty claims. The consideration has been funded by a new four-year revolving credit facility of £2.5 million at 2.5% over LIBOR. The board is confident that the acquisition will strengthen our presence in the furniture sector and create valuable synergies with other businesses within the Group.

The board has been concerned for some time at the performance of the Group’s upholstered furniture business Cavendish, which operates from Chorley in Lancashire. The upholstered furniture sector should in theory provide a natural extension of Airsprung's business and provide a sensible and profitable diversification. The fashion element in upholstery fabrics and the short lines of supply and distribution mean that there should always be a solid position in the UK market for domestic manufacturers. However, Cavendish has underperformed in its traditional independent market and not made profitable headway in its mass-market initiatives.

Following the acquisition of Collins & Hayes, the Group has now embarked on a major restructuring of the Cavendish operations in Lancashire, with a view to reducing its cost base and increasing its efficiency, quality and productivity. Three directors of Cavendish are leaving the business, as well as about 24 staff and operatives from a total of 66. I would like to thank all of them for their past service.

Provided Cavendish is restored as a viable business, its financial administration will be integrated with the Group headquarters in Trowbridge, while operations, sales and marketing will be linked with Collins & Hayes. This programme will be kept under close review, and other business models may be used if necessary.

Financial impacts

From the acquisition date to the March year end, Collins & Hayes achieved sales of £2.9 million. The difficult trading conditions, already referred to, resulted in an operating profit of £15,000 before a bad debt write-off of £20,000 as a result of an unexpected retailer insolvency; these goods were sold under retention of title and recovered after the year end. The costs relating to the acquisition at £200,000 were as budgeted and have been charged to the profit and loss account.

The total costs of the Cavendish restructuring are approximately £200,000 all of which has been expensed in the profit and loss account as operating costs for the year under review.

The impact of these charges on the Group's consolidated accounts has been somewhat softened by a credit of £173,000 as finance income compared with a charge of £76,000 in the previous year. This has arisen as a consequence of the assumptions used by the Group pension scheme actuary which also impact the Group's pension deficit, which fell from £3.6 million to £2.5 million. It is important to remember that this, essentially theoretical, credit reflects a notional assessment of a fluctuating long-term liability.

Prior to exceptional costs, the underlying operating profit for the Group was £0.8 million compared with £1.1 million in 2010.

Shareholders will note that the Group's cash position at the end of March was £1.7 million compared with £2.4 million in 2010. This reduction does not arise from the acquisition, but reflects new terms of trading with a major customer. The 2009 comparative was just under £1.5 million.

Directors and staff

I would like to thank all the Group's employees for their efforts in an exceptionally challenging year and, particularly, to welcome the management, staff and workforce of Collins & Hayes to the Airsprung Group. I thank our executive board members Tony Lisanti and Tean Dallaway for their considerable efforts on behalf of the shareholders, and our non-executives John Newman and Stephen Yates for their support and counsel.

Outlook

The current year has started slowly with weak consumer spending for the reasons outlined earlier in this statement. Our retail customers have experienced a difficult first quarter which has been followed by further weakness in the second quarter. This has impacted all of the Airsprung Group businesses. Our smaller business units are performing creditably in tough conditions; Airsprung Beds, however, has suffered a further downturn in sales attributable to continued poor trading by a major customer. Against this the Group has benefited from the sales of the newly acquired Collins & Hayes. Consequently, Group sales at the half year are expected to be ahead of the prior year.

Profits to date in the first half year have been level with those of 2010, thanks to vigorous actions taken by management. However, profits for the rest of the first half are likely to fall short, reflecting the deteriorating demand at Airsprung Beds. The outturn for the year as a whole will be dependent on the timing and pace of any economic recovery. In the meantime, management are continuing to take steps to maintain gross margins while reducing costs through operating efficiencies and internal restructuring. The directors regard the current trading challenges as short term and remain confident in the prospects for the Group.

Stuart Lyons CBE
Chairman 5 July 2011

Consolidated income statement for the year ended 31 March 2011

Airsprung Group PLC Notification of Shares Sale

28 June 2011

The Company was notified on 27 June 2011 that, on 22 June 2011, Maland Pension Fund, the personal pension fund of Andrew Perloff (“Maland”) purchased 1,879,778 ordinary shares of 10 pence each in the share capital of the Company (“Ordinary Shares”). This increases Maland’s total holding from 1,150,000 Ordinary Shares, representing 4.81 per cent. of the issued share capital of the Company, to 3,029,778 Ordinary Shares, representing 12.68 per cent. of the issued share capital of the Company.

Furthermore, the Company was notified on 23 June 2011 that, on 22 June 2011, Schroders plc sold 1,879,778 Ordinary Shares reducing their holding in the Company to nil per cent.

Airsprung Group PLC Notification of Shares Sale

16 February 2011

The Company was notified on 16 February 2011 that, on 10 February 2011, Mr J P Yates sold 50,000 ordinary shares of 10 pence each in the share capital of the Company (“Ordinary Shares”) and on 11 February 2011 sold a further 550,000 Ordinary Shares. This reduces Mr Yates’ total holding from 1,808,262 Ordinary Shares, representing 7.57% of the issued share capital of the Company, to 1,208,262 Ordinary Shares, representing 5.06% of the issued share capital of the Company.

Airsprung Group PLC Acqusition Of Collins And Hayes

13 December 2010

Airsprung Group PLC is pleased to announce the acquisition of Collins and Hayes Furniture Limited and its trading brand Collins & Hayes for a total consideration of £2.3 million.

Collins and Hayes is a furniture manufacturer and distributor based in St Leonards-on-Sea, East Sussex, and it has annual sales approaching £10 million. Its main product ranges consist of high-quality made-to-order upholstered furniture, sold through premium retailers. The products are offered to consumers under the Collins & Hayes and retailers’ own brands, and customers include Harrods, Selfridges, House of Fraser and Furniture Village.

The Directors of Airsprung regard Collins and Hayes as a successful and well-managed business, with a skilled and committed workforce, and expect the Acquisition to strengthen Airsprung’s position in the upholstered furniture market. The Group’s current presence in this market is provided mainly through its Chorley-based subsidiary Cavendish Upholstery. The Directors believe that the combination of Collins & Hayes and Cavendish, under the senior management of Collins and Hayes, will create a substantial force in the market for premium upholstered furniture and provide significant operating synergies.

The Directors expect the Acquisition to add significantly to Group profits next year and beyond, and to be earnings enhancing.

The managing director of Collins and Hayes, Martin Huggins, and finance director, David Backler, have agreed terms to remain with the business. Airsprung will also take on responsibility for an estimated 158 employees of Collins and Hayes in accordance with TUPE regulations.

Information on Collins and Hayes

Collins & Hayes is a long-established brand whose origins go back more than 130 years. The present business, Collins and Hayes Furniture Limited, was incorporated in May 2008 and acquired certain trade and assets from the administrative receivers of Collins and Hayes Limited, whose parent company Collins and Hayes Group plc had been placed into liquidation in April 2007. Collins and Hayes generates most of its sales through premium department stores and independent retailers in England. In the year to 30 April 2010, it achieved sales of £9.8 million, profit before tax of £387,400 and EBITDA of £565,300. Net assets at 30 April 2010 were £0.4 million.

Financial Impacts

Completion is expected to take place on 13 December 2010.

The total consideration of £2.3 million will be satisfied by an initial cash payment of £2.1 million payable on completion and a final payment of up to £250,000, which sum is currently held in a retention account and will be released when certain conditions are met. The consideration will be funded by a four-year revolving credit facility of £2.5 million provided by Svenska Handelsbanken AB at 2.5% over LIBOR.

Profits from Collins and Hayes for the period 13 December 2010 to 31 March 2011 will be consolidated in the accounts of Airsprung Group PLC for the current trading year. Airsprung’s transaction fees are expected to be in the region of £200,000. The Acquisition is expected to be earnings enhancing for the year 2011-12 and beyond.

Interim Report and Accounts September 2010

13 December 2010

Please click here to view the Airsprung Group PLC interim report and accounts.

Airsprung Group PLC Annual General Meeting 16th September 2010

The Chairman made the following trading statement at the Annual General Meeting, held on Thursday 16 September 2010 at 12.30pm.

"In my statement at the end of June, I reported that many of our retail customers were experiencing a slowdown in trading activity. A snowbound January period was followed by overstocking in the retail sector and weak economic activity during the general election campaign.

Since the election, it has become apparent that the proposed increases in direct and indirect taxation, and reductions in various benefits and allowances, are creating pressure on disposable incomes among our consumer franchise. The effect has been felt by us in the last quarter, particularly in our mass-market Airsprung Beds business, where sales are slightly lower than last year.

Despite this difficult background, we are able to report positive news on market development. We have agreed improved terms to our licensing agreement in the USA which will bring extra profits into the Group. Similarly, in the UK, we have granted a licensing agreement for the use of the Airsprung brand on pillows, duvets and other bedding products, which will create a further new earnings stream. Our plans to develop the mid-market bed sector are also making steady progress and new tranches of business have been secured. Our management teams have continued to find scope for further savings both in purchasing and internally.

Taking all these factors together, we expect the first half year will produce a reasonable level of profits, though a little short of last year. We currently expect a steady profit performance during the second half year, leading to a satisfactory outturn for the full year. "

Stuart Lyons CBE
16 September 2010

Preliminary results for the year ended 31 March 2010

29 June 2010

Please click here to view the Airsprung Group PLC preliminary results.

Airsprung Group PLC

29 June 2010

Change of Company Name and Nominated Advisor and Broker

The Company Airsprung announces that it has changed its name to Airsprung Group PLC. The change of name of for the purposes of AIM will take effect immediately.

Airsprung also announces that it has appointed finnCap Limited to act as its Nominated Adviser and Broker with immediate effect.

Interim Report and Accounts September 2009

10 December 2009

Please click here to view.

AGM Statement

09 October 2009

Airsprung (AIM:APG), the supplier of manufactured and imported furniture, announces the following information pursuant to Rule 17 of the AIM Rules for Companies.

Stuart Lyons, Chairman of Airsprung, was a non-executive director and chairman of The Wensum Company plc ("Wensum") until his resignation on 10 June 2009. A new chairman of Wensum was then appointed.

John Newman, a non-executive director of Airsprung, served as a non-executive director for a short time on the board of Wensum, having been appointed on 22 December 2008 and resigned on 21 July 2009.

The Group has been advised that on 23 September 2009 the board of Wensum initiated a voluntary wind up of the company.

Other than as described above, Airsprung had and has no association with Wensum.

For further information, please contact:

Notifications of Major Interests in Shares

30 September 2009

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:
Airsprung Furniture Group plc

2. Reason for notification (yes/no)
An acquisition or disposal of voting rights
Yes

3. Full name of person(s) subject to notification obligation:
Jeremy Yates

4. Full name of shareholder(s) (if different from 3):
See note 9

5. Date of transaction (and date on which the threshold is crossed or reached if different):
29 September 2009

6. Date on which issuer notified:
29 September 2009

7. Threshold(s) that is/are crossed or reached:
8%

8: Notified Details
A: Voting rights attached to shares

9. Chain of controlled undertakings through which the voting rights and /or the financial instruments are effectively held, if applicable:

Mr Jeremy Yates - 1,084,866
Mrs Jeremy Yates and other connected parties - 783,396

For further information, please contact:

AGM Statement

09 September 2009

Airsprung (AIM:APG), the supplier of manufactured and imported furniture, announces that at its Annual General Meeting ("AGM") held earlier today, all resolutions were duly passed.

The Chairman, Stuart Lyons, made the following trading statement:

"The strong recovery forecast for the first half year is materialising as expected. Sales are now running well ahead of 2008, although still somewhat short of the levels achieved two years ago. Profits for the four months ended 31 July 2009 have been significantly higher than last year, when trading losses were incurred, and are likely to remain so until the half-year end.

It is too early to predict the impact of economic conditions on employment and consumer spending in the second half of the year, but the directors believe that, barring unforeseen circumstances, the Group's performance will continue to move ahead satisfactorily."

For further information, please contact:

Acquisition

24 April 2009

Airsprung (AIM:APG), the supplier of manufactured and imported furniture, has agreed to acquire the business and assets of Hush-A-Bye Limited ("Hush-A-Bye"), a manufacturer and supplier of mattresses, for a total cash consideration of £300,000. Airsprung will make an initial payment of £30,000 and a deferred payment of £270,000 (subject to certain conditions). The value of the fixed assets acquired is £13,000 and the balance relates to goodwill, business information and intellectual property rights.

Hush-A-Bye had an operating profit of £84k for the year ended 30 September 2008. This acquisition will provide Airsprung with a complimentary distribution network thereby enhancing access to its markets. The directors expect that this addition to the Group will be profitable in the current financial year.

Peter Ball, a director and shareholder of Hush-A-Bye, will provide consultancy services to Airsprung.

For further information, please contact:

Tony Lisanti, Chief Executive
24 April 2009

For further information, please contact:

Airsprung Furniture Group PLC

8 April 2009

Change of Nominated Advisor and Broker

Airsprung (AIM:APG), the supplier of manufactured and imported furniture, announces the appointment of Smith & Williamson Corporate Finance Limited as its nominated adviser and broker with immediate effect.

AIRSPRUNG FURNITURE GROUP PLC

9 December 2008

Interim Report and Accounts September 2008

Please click here to view.

Annual General Meeting, 18th September 2008

18 September 2008

The Chairman will make the following trading statement at the Annual General Meeting to be held today, Thursday 18 September at 12.30pm:

"In the Annual Report I noted the rapid increases in raw material and fuel prices, combined with weakness in the housing market and low retail activity, and how they were affecting our trading prospects.  The change in the trading environment has been extremely sudden, and revenues for the first five months to the end of August have been substantially down on last year.  After two years of satisfactory results it is inevitable that the first six months of the current year will show a trading loss.  Management has been taking vigorous action to reduce costs and increase prices, and the benefits of this are now working their way into the profit and loss account.  The month of August showed a welcome improvement in the performance trend, with a recovery of gross margins which we expect to continue over the next months, as input prices become more stable.

A number of initiatives are under way to improve the Group's performance, including contract business from the hotel sector, an overseas licensing programme, and new purchasing, merchandise and sales developments.  The recent difficulties in the banking and financial services sector suggest that the UK consumer economy will be extremely fragile for many months to come.  Nevertheless, our management teams are confident in the steps they have taken to date, and I expect to be able to give a more optimistic forecast when we announce our interim results later this year." 

Stuart Lyons CBE
18 September 2008

For further information, please contact:

Director share purchase

01 July 2008

Airsprung, the supplier of manufactured and imported furniture, announces that it was informed on 1 July 2008 that on the same day Stuart Lyons CBE (Chairman), through Colmore Trust Limited, and Tean Dallaway (Finance Director) purchased 125,000 and 50,000 10p ordinary shares in the Company respectively, at 17p per share.

Following this purchase the beneficial holdings are as detailed below:

For further information, please contact:

Director share purchase

27 June 2008

Airsprung, the supplier of manufactured and imported furniture, announces that it was informed today that on 27 June 2008 Mr Stuart Lyons CBE (Chairman), through Colmore Trust Limited, purchased 265,000 10p ordinary shares in the Company at 19p per share. Following this purchase, Mr Lyons has a beneficial holding of 1,375,000 (5.76%) 10p ordinary shares in the Company.

For further information, please contact:

AIRSPRUNG FURNITURE GROUP PLC

27 June 2008

Preliminary Results for the year ended 31 March 2008

Chairman’s Statement

Results

Profit before tax on ordinary activities for the year ended 31 March 2008 rose to £1.464 million compared with the previous year’s £847,000. Profit after tax attributable to equity holders reflected a tax charge of £42,000, compared with the prior year’s partial release of deferred taxation. Shareholders’ equity increased to £11.4 million from £7.2 million one year earlier.

Group turnover rose to £49.9 million against the previous year’s £45.3 million, the second consecutive annual increase of more than 10%. Although gross margins fell by one percentage point to 28.5% of sales, operating profit before financing increased to £1.52 million compared with £991,000. Operating profit before finance and adjustments relating to the pension scheme rose to £1.07 million compared to the previous year's £853,000, an increase of 25%. Net cash at the year-end stood at £1.67 million against £1.99 million.

Shortly before the year-end, the Group announced it would be resuming interest payments to holders of its 655,000 cumulative 10% preference shares.

Operating review

Airsprung Beds, the Group’s largest business by volume, had another creditable performance in challenging market conditions. Sales rose strongly for the second successive year in spite of intense price competition in the marketplace. Trading margins came under further pressure as the business had to contend with sharp increases in the prices of steel, foam and diesel fuel, which it was initially unable to pass on to customers. Nevertheless, the continuing sales growth and improved manufacturing, distribution and buying efficiencies brought about a further rise in operating profits for the year.

Over recent years, the Group has made significant progress in outsourcing from overseas, which has helped contain prices and maintain competitiveness, but lead times for such programmes are longer, giving rise to greater pressure on working capital. Group inventories rose over the year to £4.3 million compared with the prior year’s £3.5 million, reflecting this factor and the increased sales level.

After Gainsborough’s strong performance the previous year, when it was fulfilling start-up orders for a major department store group, this division just failed to maintain its sales, and operating profits fell slightly. The business is continuing to invest in innovative products and a new range of foam-based mattresses was well received by the trade towards the year-end.

Cavendish Upholstery, based in Chorley, had a poor year. This business supplies independent furniture retailers, a sector which has found itself under increasing pressures in the marketplace. The division suffered an operating loss in deteriorating market conditions. Towards the end of the year, Cavendish won floor space for a new designer range of upholstered furniture with a national department store group, but this came too late in the year to have a material effect on profitability.

Airofreem, the Group’s foam conversion business, again produced a good result, due to the high volumes going through Group businesses and growing demand from external customers. The division invested in a new computerised cutting system which is now operational, and will provide greater flexibility and lower unit costs.

In order to improve the return on the Chorley site, a new foam processing facility has been established there to make more productive use of space and provide competitively priced foam components for the Cavendish business. Airsprung Beds also took over part of the same facility to provide forward assembly of mattresses at a reduced distribution cost. These initiatives are now operational.

Arena Design Associates, which supplies high quality graphic design and marketing support services to both Group businesses and external companies, made an improved contribution to group profits.

Property

The Group’s application for outline planning consent for the 2.9 hectare Brick Lane Business Park was successful. Arawmaterials store is now available for external letting and some enquiries have been received. However, in view of the current weakness in the industrial property market, no further expenditure has been authorised on any refurbishment or building works on the site.

Pension scheme

During the year, the Group discussed with the Trustees of the Airsprung Retirement and Death Benefits Plan various changes in management and investment policy, which were then implemented. The actuarial deficit fell at the end of the year to £2.9 million from the previous year’s £6.2 million, partly due to the favourable impact of corporate bond rates. Some of these improvements are purely technical and may be reversed in later periods. Nevertheless, the general progress in reducing the deficit is encouraging.

Directors and staff

I would like to express my thanks and that of the board to Tony Lisanti, Chief Executive, and Tean Dallaway, Finance Director, for leading the management teams to another positive result, and to the executives and staff who have contributed with energy and commitment to the year’s outturn. I would also like to thank our two non-executive directors John Newman and Stephen Yates for their helpful and wise advice during the year.

Outlook

During the past three months, there has been a serious deterioration in the market sectors in which the Group is involved. Thenegative impacts of the sub-prime mortgage crisis and the subsequent credit squeeze have led to a fall in consumer spending and marked weakness in the residential property market, both of which affect the sales of beds, mattresses and furniture. Meanwhile, the prices of raw materials and fuel have increased sharply. Price rises announced over the period include cumulative increases for steel of 80%, petrochemical-derived foam of 25% and diesel fuel of 25%. It is essential for the stability of the manufacturing industry on which they depend that major retailers recognise commodity prices on this scale cannot be absorbed by their suppliers and must be reflected in their own pricing to consumers.

Group sales for the first quarter will be significantly down on 2008, with falls in volumes and average selling prices. Sales and profits for the first half-year are likely to be well down on the previous year’s comparable period. For the year as a whole, sales will be dependent on the restoration of disposable incomes, consumer confidence and housing activity. Every effort is being made by our management teams to secure price increases, but gross margins will remain under pressure.

The Group’s restructuring over recent years has given it greater flexibility and improved control over operational efficiencies. This has enabled it to respond to current market pressures by reducing controllable costs. The board believes the present difficulties will be temporary and that the Group will emerge from them satisfactorily, but there are no grounds for believing the current year’s trading results will match the progress of the recent past.

Stuart Lyons CBE

Chairman

27 June 2008

For further information, please contact:

Tony Lisanti, Chief Executive of Airsprung Furniture Group PLC 01225 754411

Mike Coe, Blue Oar Securities Plc 0117 933 0020