16/12/2011 7:00am
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.
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 ("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
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.
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
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.
RECOMMENDED INCREASED CASH OFFER
for
Airsprung Group PLC ("Airsprung")
by
Portnard Limited ("Portnard")
Summary
On 29 September 2011, Portnard announced the terms of a mandatory cash offer for the issued and to be issued share capital of Airsprung not already held by Portnard and parties acting in concert with it. The Airsprung Directors are pleased to announce that they have reached agreement with the Portnard Directors on the terms of a recommended increased 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 "Increased Offer"). Airsprung and Portnard have sought, and the Takeover Panel has agreed, to grant an extension to the date by which the Offer Document in connection with the Increased Offer must be posted. The Offer Document with the terms of the revised mandatory cash offer will be posted by Thursday 10 November 2011.
Summary of the Increased Offer
· Recommended cash offer of 31p for each Airsprung Share.
· The Increased Offer values the entire issued and to be issued share capital of Airsprung at approximately GBP 7.9 million.
· The Increased Offer represents a premium of approximately 55 per cent. to the Closing Price of 20 pence per Airsprung Share on 28 September 2011, being the last Business Day prior to the date of the announcement of the mandatory cash offer.
· The Increased Offer is conditional only on acceptances being received which, taken together with Airsprung Shares acquired or agreed to be acquired, will result in Portnard and parties acting in concert with it holding more than 50 per cent. of the voting rights in Airsprung.
· At the date of this announcement, 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.
· The Airsprung Directors have irrevocably undertaken to Portnard to accept or procure acceptance of the Increased Offer in respect of their entire aggregate holding of 6,247,658 Airsprung Shares, representing approximately 26.2 per cent. of the existing issued ordinary share capital of Airsprung. These undertakings continue to be binding in the event of a higher competing offer for Airsprung and will only cease to be binding in the event that the Increased Offer lapses or is withdraw
· This announcement is being made by the Airsprung Directors with the approval of the Portnard Directors pursuant to Note 3 to Rule 2.5 of the Code.
· The Airsprung Directors, who have been so advised by finnCap, consider the terms of the Increased Offer to be fair and reasonable and will unanimously recommend Airsprung Shareholders to accept the Increased Offer. In providing advice to the Airsprung Directors, finnCap has taken into account the Airsprung Directors' commercial assessments. finnCap is providing the independent financial advice for the purposes of Rule 3 of the Code
· Portnard is providing the cash consideration payable under the Increased 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.
Key Financial Terms
· The Increased Offer will be 31 pence in cash for each Airsprung Share, valuing Airsprung's entire issued ordinary share capital (fully diluted for the exercise of all outstanding in-the-money options) at approximately GBP 7.9 million.
· The Increased Offer represents a premium of approximately:
· 55 per cent. to the Closing Price of 20 pence per Airsprung Share on 28 September 2011, being the last Business Day prior to the date of announcement of the mandatory cash offer;
· 43 per cent. to the average Closing Price of 21.64 pence per Airsprung Share for the month ended 28 September 2011, being the last Business Day prior to the date of announcement of the mandatory cash offer; and
· 38 per cent. to the average Closing Price of 22.53 pence per Airsprung Share for the 12 months ended 28 September 2011, being the last Business Day prior to the date of announcement of the mandatory cash offer.
Commenting on the Increased Offer, Stuart Lyons, Chairman of Airsprung, said:
"The Airsprung Board believes that the Increased Offer being made by Portnard represents a good opportunity for Airsprung's shareholders to realise the full value of their shares in cash. As a result of the assurances that the Board has received regarding Portnard's future intentions for the Company, its employees, pensioners and other stakeholders in the business, we are satisfied that Portnard and its concert party will be suitable owners of the Company."
Background to and reasons for recommending the Increased Offer
The mandatory cash offer announced by Portnard on 29 September 2011 was made following a significant market purchase which triggered the requirement to make a mandatory offer under Rule 9 of the Code. This purchase was made without the prior knowledge of the Airsprung Directors. Following announcement of the mandatory cash offer, the Airsprung Directors have held meetings with the Portnard Directors and demonstrated that the mandatory cash offer did not reflect a fair value for the Company. The Airsprung Directors believe that the Increased Offer is a fair valuation of Airsprung based upon its recent trading, current position and prospects, and market conditions.
The increased price of 31 pence per share is 14.8 per cent. higher than the mandatory cash offer price of 27p and represents a premium of 55 per cent. to the Closing Price of 20 pence of an Airsprung Share on 28 September 2011, the Business Day immediately preceding the date of announcement of the mandatory cash offer.
The Airsprung Directors have considered the likely impact of both the Increased Offer and their response to it on the stability of the Group's business, its ability to secure orders and the continuity of employment. Portnard has provided assurances that it will continue to operate the Airsprung Group as a trading business, operated on a day to day basis by the existing senior management, and that it has no specific plans to make any changes that would give rise to material repercussions on the level and location of employment within the Group. The assurances the Airsprung Directors have received give the Airsprung Directors reasonable confidence that Portnard will take a responsible view of the interests of the employees and the maintenance of business relationships.
The Airsprung Directors have informed Portnard of the Group's commitment towards the members of the Airsprung Retirement and Death Benefits Scheme (the "Scheme"). The Airsprung Directors have received assurances that Portnard has no intention of changing the current relationship between the Group and the Trustees, and that consultations will continue to take place on matters affecting the Scheme.
Current trading and prospects of Airsprung
The Airsprung Directors regard Airsprung as a professionally managed business, which has shown a degree of resilience during the recent economic pressures, and believe that the prospects of Airsprung as an independent company would be sound. However, the Group operates in a cyclical sector, and sales and profitability are affected by a number of factors outside management's control, for example, the prices of raw materials, housing activity, consumer spending, the level of VAT and the relative success of the Group's retail customers. Sales and profits both fell in the year to March 2011. At the recent AGM, the Airsprung Directors announced a modest improvement in the outlook for the full year and, since then, the Group has succeeded in winning significant new business. Against that, the economic environment remains challenging, and many retailers continue to find trading exceptionally difficult. The effect of these factors has been reflected in the price of the Group's shares, prior to the recent purchases by Portnard and parties acting in concert with it. In considering the Increased Offer, the Airsprung Directors have had regard to the current and projected economic environment, and to the Group's past performance, present trading and future prospects.
In assessing the Increased Offer, the Airsprung Directors have also taken into account the strong asset backing enjoyed by the Group, particularly in respect of the manufacturing site in Trowbridge. Having consulted the local planning authority and taken independent professional advice, the Airsprung Directors are of the view that redevelopment for other than commercial, industrial and employment purposes is not likely to be an option for the foreseeable future.
Recommendation
The Airsprung Directors, who have been so advised by finnCap, consider the terms of the Increased Offer to be fair and reasonable, and will unanimously recommend Airsprung Shareholders to accept the Increased Offer. The Airsprung Directors have irrevocably undertaken to accept or procure acceptance of the Increased Offer in respect of their entire holding of 6,247,658 Airsprung Shares, representing in aggregate approximately 26.2 per cent. of the existing issued ordinary share capital of Airsprung. These undertakings continue to be binding in the event of a higher competing offer for Airsprung and will only cease to be binding in the event that the Increased Offer lapses or is withdrawn. In providing advice to the Airsprung Directors, finnCap has taken into account the Airsprung Directors' commercial assessments.
Anticipated Timetable
Except with the approval of the Takeover Panel, Airsprung and Portnard will post the Offer Document to Airsprung Shareholders and, for information only, to holders of share options under the Airsprung Share Options Schemes as soon as practicable and, in any event, no later than 10 November 2011.
Publication on website
A copy of this announcement will be available, subject to certain restrictions in relation to persons resident in Restricted Jurisdictions, at Airsprung's website at www.airsprung-group.co.uk.
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 Increased Offer are sent in hard copy form. A hard copy may be obtained by sending a request to Tean Dallaway, Airsprung Group PLC, Canal Road, Trowbridge, Wiltshire, BA14 8RQ (telephone number 01225 754411).
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 Increased Offer or otherwise. The Increased Offer will be made solely pursuant to the terms of the Offer Document which will contain the full terms and condition of the Increased Offer, including details of how the Increased Offer might be accepted.
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.
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 Shareholder
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 Increased 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 Increased 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 Increased Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
Rule 2.10 disclosure
In accordance with Rule 2.10 of the Code, Airsprung 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.
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 Arudel and Portnard of the Increased Offer, the expected timing and scope of the Increased 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 Increased 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, 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.
Definitions
The following definitions apply throughout this announcement unless the context otherwise requires:
|
"Airsprung" or the "Company" or the "Group" |
Airsprung Group PLC, a company registered in England and Wales with registered number 01277785 whose registered office is Canal Road, Trowbridge, Wiltshire BA14 8RQ;
|
|
"Airsprung Directors" |
the directors of Airsprung as at the date of this announcement;
|
|
"Airsprung Shares" |
the existing unconditionally allotted and issued and fully paid ordinary shares of 10 pence each in the capital of Airsprung and any further ordinary shares of 10 pence each in the capital of Airsprung which are unconditionally allotted and issued and fully paid before the date on which the Increased Offer closes or before such earlier date as Portnard (subject to the Code) may determine, not being earlier than the date on which the Increased Offer becomes or is declared unconditional as to acceptances;
|
|
"Airsprung Shareholders"
|
the holders of Airsprung Shares;
|
|
"Business Day" |
a day (other than a Saturday, a Sunday or public holiday) on which banks are generally open for business in the City of London for the transaction of all normal sterling banking business;
|
|
"Closing Price"
|
the closing middle market quotation of an Airsprung Share as derived from the London Stock Exchange;
|
|
"Code" |
the City Code on Takeovers and Mergers of the United Kingdom;
|
|
"finnCap" |
finnCap Limited, financial advisor and corporate broker to Airsprung;
|
|
"Increased Offer"
|
the Increased Offer to be made by Portnard to acquire the entire issued and to be issued Airsprung Shares not already owned by Portnard on the terms and conditions to be set out in the Offer Document;
|
|
"Merchant Securities"
|
Merchant Securities Limited, financial adviser to Portnard;
|
|
"Offer Document"
|
the document to be sent to Airsprung Shareholders which will contain, inter alia, the terms and condition of the Increased Offer;
|
|
"Portnard" |
Portnard Limited, a company incorporated in Jersey, with registered number 12672 whose registered office is at 26 New Street, St Helier, Jersey JE2 3RA
|
|
"Portnard Directors" |
the board of directors of Portnard as at the date of this announcement;
|
|
"Restricted Jurisdiction" |
any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Increased Offer is set or made available to Airsprung Shareholders in that jurisdiction;
|
|
"Takeover Panel" |
the Panel on Takeovers and Mergers of the United Kingdom.
|
RNS Number : 6447Q Julian Barnett 21 October 2011
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the person whose positions/dealings are being disclosed: |
Julian Barnett |
(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 relevant securities this form relates: Use a separate form for each offeror/offeree |
Airsprung Group PLC |
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: |
|
(e) Date position held/dealing undertaken: |
20th October 2011 |
(f) Has the discloser previously disclosed, or are they today disclosing, under the Code in respect of any other party to this offer? |
NO If YES, specify which: |
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
Class of relevant security: |
10p Ordinary |
|||
Interests |
Short positions |
|||
Number |
% |
Number |
% |
|
(1) Relevant securities owned and/or controlled: |
700,000 |
2.93 |
||
(2) Derivatives (other than options): |
||||
(3) Options and agreements to purchase/sell: |
||||
|
TOTAL: |
700,000 |
2.93 |
||
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).
(b) Rights to subscribe for new securities (including directors' and other executive options)
Class of relevant security in relation to which subscription right exists: |
|
Details, including nature of the rights concerned 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.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
Class of relevant security |
Purchase/sale |
Number of securities |
Price per unit |
(b) Derivatives transactions (other than options)
Class of relevant security |
Product description e.g. CFD |
Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position |
Number of reference securities |
Price per unit |
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
Class of relevant security |
Product description e.g. call option |
Writing, purchasing, selling, varying etc. |
Number of securities to which option relates |
Exercise price per unit |
Type e.g. American, European etc. |
Expiry date |
Option money paid/ received per unit |
(ii) Exercising
Class of relevant security |
Product description e.g. call option |
Number of securities |
Exercise price per unit |
(d) Other dealings (including subscribing for new securities)
Class of relevant security |
Nature of dealing e.g. subscription, conversion |
Details |
Price per unit (if applicable) |
The currency of all prices and other monetary amounts should be stated.
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
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 person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: 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 person making the disclosure 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
Is a Supplemental Form 8 (Open Positions) attached? |
YES/NO |
| Date of disclosure: | 21/10/2011 |
| Contact name: | Julian Barnett |
| Telephone number: | 0207 529 5200 |
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 RNSThe company news service from the London Stock Exchange
RNS Number : 8167P
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 disclosure: |
Airsprung Group PLC
|
|
(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 relevant securities this form relates: Use a separate form for each party to the offer |
Airsprung Group PLC |
|
(d) Is the party to the offer making the disclosure the offeror or the offeree? |
OFFEREE |
|
(e) Date position held: |
|
|
(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? |
NO
|
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 controlled: |
Nil |
|
Nil |
|
|
(2) Derivatives (other than options): |
Nil |
|
Nil
|
|
|
(3) Options and agreements to purchase/sell: |
Nil |
|
Nil |
|
|
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 right exists: |
Nil |
|
Details, including nature of the rights concerned and relevant percentages: |
Nil |
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.
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the "Code")
1. KEY INFORMATION
|
(a) Identity of the person whose positions/dealings are being disclosed: |
W B Nominees Limited |
|
(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 relevant securities this form relates: Use a separate form for each offeror/offeree |
Airsprung Group PLC |
|
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: |
|
|
(e) Date position held/dealing undertaken: |
7 October 2011 |
|
(f) Has the discloser previously disclosed, or are they today disclosing, under the Code in respect of any other party to this offer? |
NO
|
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
|
Class of relevant security: |
|
|||
|
|
Interests |
Short positions |
||
|
Number |
% |
Number |
% |
|
|
(1) Relevant securities owned and/or controlled: |
261,000 |
1.09 |
nil |
nil |
|
(2) Derivatives (other than options): |
nil |
nil |
nil |
nil |
|
(3) Options and agreements to purchase/sell: |
nil |
nil |
nil |
nil |
|
TOTAL: |
261,000 |
1.09 |
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).
(b) Rights to subscribe for new securities (including directors' and other executive options)
|
Class of relevant security in relation to which subscription right exists: |
|
|
Details, including nature of the rights concerned 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.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
|
Class of relevant security |
Purchase/sale |
Number of securities |
Price per unit |
|
|
|
|
|
(b) Derivatives transactions (other than options)
|
Class of relevant security |
Product description e.g. CFD |
Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position |
Number of reference securities |
Price per unit |
|
|
|
|
|
|
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
|
Class of relevant security |
Product description e.g. call option |
Writing, purchasing, selling, varying etc. |
Number of securities to which option relates |
Exercise price per unit |
Type e.g. American, European etc. |
Expiry date |
Option money paid/ received per unit |
|
|
|
|
|
|
|
|
(ii) Exercising
|
Class of relevant security |
Product description e.g. call option |
Number of securities |
Exercise price per unit |
|
|
|
|
|
(d) Other dealings (including subscribing for new securities)
|
Class of relevant security |
Nature of dealing e.g. subscription, conversion |
Details |
Price per unit (if applicable) |
|
|
|
|
|
The currency of all prices and other monetary amounts should be stated.
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
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 person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: 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 person making the disclosure 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
|
Is a Supplemental Form 8 (Open Positions) attached? |
NO |
Date of disclosure: |
7 October 2011 |
Contact name: |
Mike Callicott |
Telephone number: |
020 3100 8000 |
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.
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
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the person whose positions are being disclosed: |
MR JOHN A RENDELL |
(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 offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree |
AIRSPRUNG GROUP PLC |
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: |
|
(e) Date position held: |
29TH SEPTEMBER 2011 |
(f) Has the discloser previously disclosed, or are they today disclosing, under the Code in respect of any other party to this offer? |
NO |
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
Class of relevant security: |
ORDINARY |
|||
|
Interests |
Short positions |
||
Number |
% |
Number |
% |
|
(1) Relevant securities owned and/or controlled: |
251,000 |
1.05 |
|
|
(2) Derivatives (other than options): |
|
|
|
|
(3) Options and agreements to purchase/sell: |
|
|
|
|
TOTAL: |
251,000 |
1.05 |
|
|
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)
(b) Rights to subscribe for new securities (including directors' and other executive options)
Class of relevant security in relation to which subscription right exists: |
|
Details, including nature of the rights concerned 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.f/span>
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
Class of relevant security |
Purchase/sale |
Number of securities |
Price per unit |
|
|
|
|
(b) Derivatives transactions (other than options)
Class of relevant security |
Product description e.g. CFD |
Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position |
Number of reference securities |
Price per unit |
|
|
|
|
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
Class of relevant security |
Product description e.g. call option |
Writing, purchasing, selling, varying etc. |
Number of securities to which option relates |
Exercise price per unit |
Type e.g. American, European etc. |
Expiry date |
Option money paid/ received per unit |
|
|
|
|
|
|
|
|
(ii) Exercising
Class of relevant security |
Product description e.g. call option |
Number of securities |
Exercise price per unit |
|
|
|
|
(d) Other dealings (including subscribing for new securities)
Class of relevant security |
Nature of dealing e.g. subscription, conversion |
Details |
Price per unit (if applicable) |
|
|
|
|
The currency of all prices and other monetary amounts should be stated.
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
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 person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: 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 person making the disclosure 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
Is a Supplemental Form 8 (Open Positions) attached? |
NO |
Date of disclosure: |
5th OCTOBER 2011 |
Contact name: |
JOHN RENDELL |
| Telephone number: | 01380 829966 |
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.
29 September 2011
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.
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.
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
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:
| Number of Ordinary Shares | % | |
| Portnard Ltd | 7,156,000 | 29.9 |
| Maland Pension Fund | 3,029,778 | 12.7 |
| J P Yates | 1,208,262 | 5.1 |
| High Street Investors LP | 1,030,000 | 4.3 |
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
|
|
12 months to 31.3.11 £000 2009/2010 £000 |
12 months to 31.3.10 £000 008/2009 £000 |
|
Revenue |
44,861 |
46,532 |
|
Cost of sales |
(31,778) |
(33,129) |
|
Gross profit |
13,083 |
13,403 |
|
Operating costs |
(12,710) |
(12,329) |
|
Operating profit before financing |
373 |
1,074 |
|
|
|
|
|
Operating profit is analysed as: |
|
|
|
Before depreciation, amortisation and exceptional items Depreciation and amortisation |
1,377 (604) |
1,691 (617) |
|
Operating profit before exceptional items Exceptional operating items |
773 (400) |
1,074 - |
|
|
|
|
|
Finance income |
173 |
- |
|
Finance costs |
(62) |
(96) |
|
Profit before tax |
484 |
978 |
|
Income tax |
(125) |
(218) |
|
Profit attributable to equity holders of the parent |
359 |
760 |
|
Basic earnings per share |
1.5p |
3.2p |
|
Diluted earnings per share |
1.4p |
3.0p |
|
|
2010/2011 £000 £000 |
2009/2010 £000 |
|
Profit for the period |
359 |
760 |
|
Other comprehensive income: |
|
|
|
Actuarial gain/(loss) on defined benefit pension scheme |
709 |
(1,946) |
|
Total comprehensive income/(expense) for the period attributable to equity shareholders |
1,068 |
(1,186) |
|
|
31.03.11 £000 |
31.03.10 £000 |
|
Intangible assets |
1,776 |
236 |
|
Property, plant and equipment |
7,943 |
7,856 |
|
Deferred tax |
99 |
295 |
|
Total non-current assets |
9,818 |
8,387 |
|
Inventories |
4,333 |
3,293 |
|
Trade and other receivables |
9,358 |
7,776 |
|
Cash and cash equivalents |
1,735 |
2,405 |
|
Total current assets |
15,426 |
13,474 |
|
Total assets |
25,244 |
21,861 |
|
Called up share capital |
2,389 |
2,389 |
|
Share premium account |
2,348 |
2,348 |
|
Reserves |
3,066 |
3,065 |
|
Retained earnings |
3,120 |
2,195 |
|
Total equity |
10,923 |
9,997 |
|
Financial liabilities |
2,557 |
153 |
|
Pension scheme deficit |
2,451 |
3,683 |
|
Total non-current liabilities |
5,008 |
3,836 |
|
Trade and other payables |
7,693 |
7,764 |
|
Financial liabilities |
1,620 |
264 |
|
Total current liabilities |
9,313 |
8,028 |
|
Total liabilities |
14,321 |
11,864 |
|
Total equity and liabilities |
25,244 |
21,861 |
|
|
2010/2011 £000 |
2009/2010 £000 |
|
Profit before tax |
484 |
978 |
|
Adjustments for: |
|
|
|
Depreciation |
543 |
583 |
|
Amortisation |
61 |
34 |
|
Interest (income)/expense |
(111) |
96 |
|
Contributions to defined benefit pension scheme |
(350) |
(366) |
|
Charge for share based payments |
1 |
- |
|
Profit on sale of property, plant and equipment |
(7) |
(23) |
|
Operating cash flows before movements in working capital |
621 |
1,302 |
|
Decrease/(increase) in inventories |
35 |
(136) |
|
Decrease/(increase) in receivables |
202 |
(1,040) |
|
Increase/(decrease) in payables |
(1,428) |
1,510 |
|
Cash (used in)/generated from operations |
(570) |
1,636 |
|
Taxation paid |
(77) |
- |
|
Interest paid |
(62) |
(20) |
|
Net cash (used in)/generated from operating activities |
(709) |
1,616 |
|
Investing activities |
|
|
|
Acquisition |
(2,243) |
(113) |
|
Proceeds on disposal of property, plant and equipment |
9 |
46 |
|
Purchase of property, plant and equipment |
(349) |
(200) |
|
Net cash outflow from investing activities |
(2,583) |
(267) |
|
Financing activities |
|
|
|
Dividends paid |
(143) |
(120) |
|
Increase in borrowing |
3,328 |
- |
|
Repayment of loan |
(514) |
(244) |
|
Payment of finance lease liabilities |
(49) |
(49) |
|
Net cash inflow/(outflow) from financing activities |
2,622 |
(413) |
|
Net (decrease)/increase in cash and cash equivalents |
(670) |
936 |
|
Cash and cash equivalents at beginning of period |
2,405 |
1,469 |
|
Cash and cash equivalents at end of period |
1,735 |
2,405 |
|
|
Share capital £000 |
Share premium £000 |
Shares to be issued £000 |
Capital redemption reserve £000 |
Retained earnings £000 |
Total equity £000 |
|
Balance 1 April 2009 |
2,389 |
2,348 |
65 |
3,000 |
3,501 |
11,303 |
|
Dividends |
- |
- |
- |
- |
(120) |
(120) |
|
Transactions with owners |
- |
- |
- |
- |
(120) |
(120) |
|
Profit for the period |
- |
- |
- |
- |
760 |
760 |
|
Other comprehensive income: |
|
|
|
|
|
|
|
Actuarial loss on defined benefit pension scheme |
- |
- |
- |
- |
(1,946) |
(1,946) |
|
Total comprehensive income for the period |
- |
- |
- |
- |
(1,186) |
(1,186) |
|
Balance 31 March 2010 |
2,389 |
2,348 |
65 |
3,000 |
2,195 |
9,997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance 1 April 2010 |
2,389 |
2,348 |
65 |
3,000 |
2,195 |
9,997 |
|
Dividends |
- |
- |
- |
- |
(143) |
(143) |
|
Employee benefits |
- |
- |
1 |
- |
- |
1 |
|
Transactions with owners |
- |
- |
1 |
- |
(143) |
(142) |
|
Profit for the period |
- |
- |
- |
- |
359 |
359 |
|
Other comprehensive income |
|
|
|
|
|
|
|
Actuarial gain on defined benefit pension scheme |
- |
- |
- |
- |
709 |
709 |
|
Total comprehensive income for the period |
- |
- |
- |
- |
1,068 |
1,068 |
|
Balance 31 March 2011 |
2,389 |
2,348 |
66 |
3,000 |
3,120 |
10,923 |
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.
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.
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.
13 December 2010
Please click here to view the Airsprung Group PLC interim report and accounts.
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
29 June 2010
Please click here to view the Airsprung Group PLC preliminary results.
29 June 2010
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.
10 December 2009
Please click here to view.
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:
Tony Lisanti, Chief Executive of Airsprung Furniture Group PLC |
01225 754411 |
Azhic Basirov, Barrie Newton, Smith & Williamson Corporate Finance Limited |
020 7131 4000 |
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
Class/type of shares |
GB0000119940 |
Situation previous to the triggering transaction Number of shares |
1,993,262 |
Number of voting rights |
1,993,262 |
Resulting situation after the triggering transaction |
|
Number of shares |
1,868,262 |
Number of voting rights |
1,868,262 |
Percentage of voting rights |
7.82% |
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:
Tony Lisanti, Chief Executive of Airsprung Furniture Group PLC |
01225 754411 |
Azhic Basirov, Barrie Newton, Smith & Williamson Corporate Finance Limited |
020 7131 4000 |
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:
Tony Lisanti, Chief Executive of Airsprung Furniture Group PLC |
01225 754411 |
Azhic Basirov, Barrie Newton, Smith & Williamson Corporate Finance Limited |
020 7131 4000 |
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:
Tony Lisanti, Chief Executive of Airsprung Furniture Group PLC |
01225 754411 |
Azhic Basirov, Barrie Newton, Smith & Williamson Corporate Finance Limited |
020 7131 4000 |
8 April 2009
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.
9 December 2008
Please click here to view.
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:
Tony Lisanti, Chief Executive of Airsprung Furniture Group PLC |
01225 754411 |
Mike Coe, Blue Oar Securities Plc |
0117 933 0020 |
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:
Stuart Lyons CBE |
1,500,000 (6.28%) |
Tean Dallaway |
170,700 (0.71%) |
For further information, please contact:
Tony Lisanti, Chief Executive of Airsprung Furniture Group PLC |
01225 754 411 |
Mike Coe, Blue Oar Securities Plc |
0117 933 0020 |
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:
Tony Lisanti, Chief Executive of Airsprung Furniture Group PLC |
01225 754411 |
Mike Coe, Blue Oar Securities Plc |
0117 933 0020 |
27 June 2008
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.
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.
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.
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.
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.
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.
12 months to 31.03.08 |
12 months to
31.03.07 |
|
Revenue |
49,920 |
45,252 |
Cost of sales |
(35,705) |
(31,912) |
Gross profit |
14,215 |
13,340 |
Operating costs |
(13,145) |
(12,487) |
IAS 19 pension movement |
450 |
138 |
Operating profit before financing |
1,520 |
991 |
Finance income |
18 |
36 |
Finance costs |
(74) |
(180) |
Profit before tax |
1,464 |
847 |
Income tax |
(42) |
620 |
Profit attributable to equity holders of the parent |
1,422 |
1,467 |
Basic earnings per share |
6.0p |
6.1p |
Diluted earnings per share |
5.6p |
5.8p |
All the above figures relate to continuing operations.
|
|
|
Property, plant and equipment |
8,754 |
8,689 |
Deferred tax |
578 |
620 |
Total non-current assets |
9,332 |
9,309 |
Inventories |
4,349 |
3,507 |
Trade and other receivables |
7,723 |
7,916 |
Cash and cash equivalents |
1,672 |
1,986 |
Total current assets |
13,744 |
13,409 |
Total assets |
23,076 |
22,718 |
Called up share capital |
2,389 |
2,389 |
Share premium account |
2,348 |
2,348 |
Reserves |
2,399 |
2,380 |
Retained earnings |
4,301 |
65 |
Total equity |
11,437 |
7,182 |
Obligations under finance leases |
145 |
22 |
Shares classed as financial liabilities |
— |
655 |
Pension scheme deficit |
2,927 |
6,207 |
Total non-current liabilities |
3,072 |
6,884 |
Trade and other payables |
7,912 |
8,652 |
Shares classed as financial liabilities |
655 |
— |
Total current liabilities |
8,567 |
8,652 |
Total liabilities |
11,639 |
15,536 |
Total equity and liabilities |
23,076 |
22,718 |
2007/2008 |
2006/2007 |
|
Profit before tax |
1,464 |
847 |
Adjustments for: |
||
Depreciation |
542 |
643 |
Interest expense |
56 |
144 |
Contributions to defined benefit pension scheme |
(450) |
(138) |
Charge for share based payments |
19 |
21 |
Profit on sale of tangible fixed assets |
— |
(4) |
Operating cash flows before movements in working capital |
1,631 |
1,513 |
(Increase) in inventories |
(842) |
(2) |
Decrease/(increase) in receivables |
193 |
(866) |
(Decrease)/increase in payables |
(599) |
1,451 |
Cash generated from operations |
383 |
2,096 |
Non-equity dividends and appropriations paid |
(198) |
— |
Interest paid |
(8) |
(22) |
Net cash from operating activities |
177 |
2,074 |
Investing activities |
||
Interest received |
2 |
36 |
Proceeds on disposal of property, plant and equipment |
— |
7 |
Purchase of property, plant and equipment |
(607) |
(173) |
Repayment of loan |
— |
112 |
Net cash inflow/(outflow) from investing activities |
(605) |
(18) |
Financing activities |
||
Increase in borrowing |
197 |
— |
Payment of finance lease liabilities |
(83) |
(96) |
Net cash outflow from financing activities |
114 |
(96) |
Net (decrease)/increase in cash and cash equivalents |
(314) |
1,960 |
Cash and cash equivalents at beginning of period |
1,986 |
26 |
Cash and cash equivalents at end of period |
1,672 |
1,986 |
2007/2008 |
2006/2007 |
|
Profit for the period |
1,422 |
1,467 |
Actuarial gain on defined benefit pension scheme |
2,814 |
649 |
Total recognised income and expense for the period |
4,236 |
2,116 |
Notes for the year ended 31 March 2008
1 The financial information has been prepared using the accounting policies set out in the Interim Report.
2 This summary of results does not constitute the statutory financial statements for the year ended 31 March 2008. The financial statements have not yet been delivered to the Registrar of Companies, nor have the auditors yet reported on them. The statutory accounts for the year ended 31 March 2008 will be finalised on the basis of the financial information presented by the directors in this preliminary announcement and will be delivered to the Registrar of Companies. The financial information for the year ended 31 March 2007 has been extracted from the full report and statements which were prepared under UK GAAP and converted to International Financial Reporting Standards (IFRS) as adopted by the European Union. Those accounts were filed with the Registrar of Companies. The auditors reported on those accounts; their report was unqualified and did not contain a statement under s.237 (2) or (3) Companies Act 1985.
3 Transition to IFRS - the board have closely reviewed the financial statements and do not believe there to be any effect on the income statement or balance sheet items from the point of transition (1 April 2006) to the balance sheet date of the transition to IFRS. The board have identified two areas where the treatment under IFRS will be different to the policy previously employed:
- Freehold land and buildings were held at a 1997 valuation under the transitional provision of FRS 15 "Tangible fixed assets". This revalued amount has been deemed to be the cost under the transitional provisions of IFRS 1. As a result there has been no adjustment to the carrying value of the amount previously reported under FRS 15 "Tangible fixed assets". The revaluation reserve has been transferred into the profit and loss reserve.
- The Group uses foreign currency swaps to manage its foreign currency exposure. These instruments should be recognised at fair value under IAS 39. There were no instruments in effect at the transition date, or at 31 March 2007. At 31 March 2008 the fair value of these swaps was £13,000. This was considered immaterial by the directors and has not been reflected in the financial statements.
4 Total continuing turnover includes turnover generated in the United Kingdom of £49.3 million (2007:£44.7 million) and export sales of £0.6.million (2007: £0.6 million). All profit is generated from activities located in the United Kingdom.
5 The profit per ordinary share has been calculated on 23,889,000 ordinary shares (2007: 23,889,000) being the weighted average number of shares in issue during the period. The diluted earnings per share has been calculated on 25,425,000 ordinary shares (2007: 25,427,000) after adjusting the weighted average number of shares in issue during the period by the shares options in existence during the period.
28 March 2008
The Directors are pleased to announce that the Company has resumed interest payments on its Preference Shares. The trading year ends on 31st March 2008 and current indications are that group sales and operating profits will be ahead of the previous year.
13 January 2008
Airsprung Furniture Group PLC, the supplier of manufactured and imported furniture, announces that it was informed on 11 January 2008 that, as a result of recent acquisitions of shares by High Street Investors LP ("HSI"), an undertaking indirectly controlled by Kenneth M Karmin, Mr Karmin now holds an aggregate of 1,030,000 ordinary shares of 10p each in the company, representing approximately 4.31% of the company's issued share capital and approximately 4.2% of its total voting shares. The notification states that HSI is controlled by High Street Holdings Inc ("HSH") and that Mr Karmin controls HSH.
I am pleased to report that the progress reported at the AGM in September has continued. Sales for the six months ended 30 September 2007 increased by 18% to £24.9 million (2006: £21.1 million). Profit on ordinary activities before taxation rose to £419,000 (2006: £347,000), an increase of 21%. Group cash balances at the half-year end were £2,662,000 (2006: £709,000).
All divisions contributed to this further improvement, with the exception of Cavendish, our upholstered furniture operation based in Chorley, which continues to be under pressure due to weakness in its sector. The Group intends to deliver increasing shareholder value from the Cavendish site by introducing selected bed manufacturing, foam conversion and distribution operations closer to our markets in the north of England.
The Group has received outline planning permission for Phase 1 of the proposed Brick Lane Business Park adjacent to our main manufacturing site in Trowbridge. The directors are now in a position to review in detail the costs and benefits of various options for developing the central area of this site.
A report has been received from the pension scheme actuary showing a further significant reduction in the scheme’s deficit from the £6.2 million reported last year end to £4.4 million at the end of the period. Whilst such valuations are always liable to fluctuate, steps are being taken to mitigate investment risk in the light of possible weaknesses in international equity markets.
Subject to trading results continuing to improve, the Group’s distributable reserves are expected to rise within the foreseeable future to a point where dividend payments can be resumed. As a first step, the board is planning to redeem the preference shares next year with their full entitlement to accrued interest.
The uncertainty in financial markets caused a temporary slowdown in sales in the early autumn, but the Group’s competitive position in its core activities is strong and there are signs that the normal seasonal trading pattern has been resumed. Although certain raw material prices are now rising, the Group continues to find efficiencies in both purchasing and manufacturing operations. Barring unforeseen circumstances, the directors expect the year end results will be satisfactory.
Stuart Lyons CBE
Chairman
6 December 2007
|
Notes |
6 months to |
6 months to |
12 months to |
Revenue |
|
24,911 |
21,146 |
45,252 |
Operating costs |
|
(24,454) |
(20,708) |
(44,261) |
Operating profit before financing |
|
457 |
438 |
991 |
Finance costs |
4 |
(38) |
(91) |
(144) |
Profit before tax |
|
419 |
347 |
847 |
Income tax |
|
(20) |
– |
620 |
Profit for the period attributable to equity holders of the parent |
|
399 |
347 |
1,467 |
Basic earnings per share |
5 |
1.7p |
1.4p |
6.1p |
Diluted earnings per share |
5 |
1.6p |
1.4p |
5.8p |
All the above figures relate to continuing operations.
|
|
30.09.06 |
|
Property, plant and equipment |
8,614 |
8,859 |
8,689 |
Deferred tax |
600 |
– |
620 |
Total non-current assets |
9,214 |
8,859 |
9,309 |
Inventories |
3,909 |
3,402 |
3,507 |
Trade and other receivables |
7,879 |
7,230 |
7,916 |
Cash and cash equivalents |
2,662 |
709 |
1,986 |
Total current assets |
14,450 |
11,341 |
13,409 |
Total assets |
23,664 |
20,200 |
22,718 |
Called up share capital |
2,389 |
2,389 |
2,389 |
Share premium account |
2,348 |
2,348 |
2,348 |
Reserves |
3,999 |
3,978 |
3,989 |
Retained earnings/(deficit) |
683 |
(3,313) |
(1,544) |
Total equity |
9,419 |
5,402 |
7,182 |
Obligations under finance leases |
15 |
64 |
22 |
Shares classed as financial liabilities |
– |
655 |
655 |
Pension scheme deficit |
4,379 |
6,902 |
6,207 |
Total non-current liabilities |
4,394 |
7,621 |
6,884 |
Trade and other payables |
9,196 |
7,177 |
8,652 |
Shares classed as financial liabilities |
655 |
– |
– |
Total current liabilities |
9,851 |
7,177 |
8,652 |
Total liabilities |
14,245 |
14,798 |
15,536 |
Total equity and liabilities |
23,664 |
20,200 |
22,718 |
|
6 months to |
6 months to |
12 months to |
Profit before tax |
419 |
347 |
847 |
Adjustments for: |
|
|
|
Depreciation |
304 |
326 |
643 |
Interest expense |
38 |
91 |
144 |
Contributions to defined benefit pension scheme |
– |
(65) |
(138) |
Charge for share based payments |
10 |
10 |
21 |
Profit on sale of tangible fixed assets |
– |
– |
(4) |
Operating cash flows before movements in working capital |
771 |
709 |
1,513 |
(Increase)/decrease in inventories |
(402) |
103 |
(2) |
Decrease/(increase) in receivables |
37 |
(165) |
(866) |
Increase in payables |
540 |
5 |
1,451 |
Cash generated from operations |
946 |
652 |
2,096 |
Interest paid |
(9) |
(11) |
(22) |
Net cash from operating activities |
937 |
641 |
2,074 |
Investing activities |
|
|
|
Interest received |
4 |
18 |
36 |
Proceeds on disposal of property, plant and equipment |
– |
– |
7 |
Purchase of property, plant and equipment |
(229) |
(23) |
(173) |
Repayment of loan |
– |
97 |
112 |
Net cash (outflow)/inflow from investing activities |
(225) |
92 |
(18) |
Financing activities |
|
|
|
Payment of finance lease liabilities |
(36) |
(50) |
(96) |
Net cash outflow from financing activities |
(36) |
(50) |
(96) |
Net increase in cash and cash equivalents |
676 |
683 |
1,960 |
Cash and cash equivalents at beginning of period |
1,986 |
26 |
26 |
Cash and cash equivalents at end of period |
2,662 |
709 |
1,986 |
|
6 months to |
6 months to |
12 months to |
Actuarial gain on defined benefit pension scheme |
1,828 |
– |
649 |
Net expense recognised directly in equity |
1,828 |
– |
649 |
Profit for the period |
399 |
347 |
1,467 |
Total recognised income and expense for the period |
2,227 |
347 |
2,116 |
1. Basis of preparation
1.1 The interim financial information has not been audited and does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985. The Group’s statutory accounts for the year ended 31March 2007, prepared under United Kingdom Generally Accepted Accounting Principles (UK GAAP), have been delivered to the Registrar of Companies; the report of the Auditors on these accounts was unqualified and did not contain a statement under Section 237 (2) or (3) of the Companies Act 1985.
1.2 Prior to 31 March 2007 the Group prepared its audited financial statements under UK GAAP. For the year ending 31March 2008 the Group is required to prepare its annual consolidated financial statements in accordance with accounting standards adopted for use in the European Union (International Financial Reporting Standards (IFRS)).
These interim financial statements have been prepared in accordance with the accounting policies set out below, taking into account the requirements and options in IFRS 1 ‘First-time adoption of International Financial Reporting Standards’. The Group has not adopted the reporting requirements of International Accounting Standard (IAS) 34 ‘Interim Financial Reporting’. The transition date for the Group’s application of IFRS is 1 April 2006 and the comparative figures for 30 September 2006 and 31 March 2007 have been restated accordingly. Reconciliations of the income statement (previously the profit and loss account) and the balance sheet from previously reported UK GAAP to IFRS are shown in note 6.
The interim financial statements have been prepared on the historic cost basis, except that derivative financial instruments are stated at their fair value.
2. Accounting policies
The accounting policies which follow set out those policies which are expected to apply in preparing the financial statements for the year ending 31 March 2008. These policies have been followed in producing these interim statements.
2.1 Basis of consolidation
The consolidated financial statements incorporate the financial statements of Airsprung Furniture Group PLC and its subsidiaries.
The Group has elected not to apply IFRS 3 Business Combinations retrospectively to business combinations prior to the date of transition.
Accordingly the classification of the combination (acquisition, reverse acquisition or merger) remains unchanged from that used under UK GAAP. Assets and liabilities are recognised at date of transition as if they would be recognised under IFRS, and are measured using their UK GAAP carrying amount immediately post-acquisition as deemed cost under IFRS, unless IFRS requires fair value measurement.
2.2 Goodwill
Goodwill representing the excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired, is capitalised and reviewed annually for impairment. Goodwill is carried at cost less accumulated impairment losses. Negative goodwill is recognised immediately after acquisition in the income statement.
Goodwill written off to reserves prior to date of transition to IFRS remains in reserves. There is no reinstatement of goodwill that was amortised prior to transition to IFRS. Goodwill previously written off to reserves is not written back to profit or loss on subsequent disposal.
2.3 Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event, and it is probable that the Group will be required to settle that obligation. Provisions are measured as the directors’ best estimate of the expenditure required to settle the obligation at the balance sheet date, and are discounted to present value where the effect is material.
2.4 Revenue recognition
Revenue is measured as the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, allowances and value added tax.
Sales of goods are recognised on delivery when the risks and rewards of ownership pass to the customer.
2.5 Foreign currencies
In preparing the financial statements of the individual companies, transactions in currencies other than the entity’s functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date.
Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in profit or loss for the period.
In order to hedge its exposure to certain foreign exchange risks, the Group enters into forward contracts (see below for details of the Group’s accounting policies in respect of such derivative financial instruments).
2.6 Pension costs
The defined benefit scheme previously operated by the Group closed to future accrual on 31 May 2006. For this scheme the amounts charged to operating profit are the current service costs and gains and losses on settlements and curtailments. They are included as part of staff costs. Past service costs are recognised immediately in the income statement if the benefits have vested. If the benefits have not vested immediately, the costs are recognised over the period until vesting occurs. The interest cost and the expected return on assets are shown as a net amount of other finance costs or credits.
Actuarial gains and losses are recognised immediately in the statement of recognised income and expense.
Defined benefit schemes are funded, with the assets of the scheme held separately from those of the Group, in separate trustee administered funds. Pension scheme assets are measured at fair value and liabilities are measured on an actuarial basis using the projected unit method and discounted at a rate equivalent to the current rate of return on a high quality corporate bond of equivalent currency and term to the scheme liabilities. The actuarial valuations are obtained at least triennially and are updated at each balance sheet date. The resulting defined benefit asset or liability is presented separately on the face of the balance sheet.
The Group operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those of the Group. The annual contributions payable are charged to the profit and loss account.
2.7 Taxation
Deferred corporation tax is provided, using the liability method, on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognised in respect of all temporary differences except where the deferred tax liability arises from the initial recognition of goodwill in business combinations.
Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax assets and tax losses, to the extent that they are regarded as recoverable. They are regarded as recoverable where, on the basis of available evidence, there will be suitable taxable profits against which the future reversal of the underlying temporary differences can be deducted. The carrying value of the amount of deferred tax assets is reviewed as at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all, or part, of the tax asset to be utilised.
Deferred corporation tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on the tax rates (and tax laws) that have been substantively enacted at the balance sheet date.
The effect of the proposals to phase out industrial buildings allowances from 1 April 2008 onwards would be to decrease the deferred tax asset and thus the profit and loss by £300,000
2.8 Property, plant and equipment
Property, plant and equipment are held at cost, net of depreciation less any provision for impairment. Depreciation is provided by the straight line method at rates calculated to write off the cost of the assets, other than freehold land, less their estimated residual value over their expected useful lives:
Freehold land Nil
Freehold buildings 21/2 % per annum
Plant and vehicles 10% to 20% per annum
Computer equipment 331/3 % per annum
2.9 Impairment of tangible and intangible assets excluding goodwill
At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss.
The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risk specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately.
2.10 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost on a first-in, first-out basis comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
2.11 Trade receivables
Trade receivables are measured subsequent to initial recognition at amortised cost using the effective interest method, less provision for impairment. Any change in their value through impairment or reversal of impairment is recognised in the income statement.
Provision against trade receivables is made when there is objective evidence that the Group will not be able to collect all amounts due to it in accordance with the original terms of those receivables. The amount of the write-down is determined as the difference between the asset’s carrying amount and the present value of estimated future cash flows.
2.12 Leased assets
In accordance with IAS 17, the economic ownership of a leased asset is transferred to the lessee if the lessee bears substantially all the risks and rewards related to the ownership of the leased asset. The related asset is recognised at the time of inception of the lease at the fair value of the leased asset or, if lower, the present value of the minimum lease payments plus incidental payments, if any, to be borne by the lessee. A corresponding amount is recognised as a finance leasing liability.
The interest element of leasing payments represents a constant proportion of the capital balance outstanding and is charged to the income statement over the period of the lease.
All other leases are regarded as operating leases and the payments made under them are charged to the income statement on a straight line basis over the lease term. Lease incentives are spread over the term of the lease.
2.13 Derivative financial instruments
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates. The Group uses foreign exchange forward contracts to hedge this exposure. The Group does not use derivative financial instruments for speculative purposes.
Changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are recognised directly in equity and the ineffective portion is recognised immediately in the income statement. Amounts deferred in equity are recognised in the income statement in the same period in which the hedged item affects net profit or loss.
Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognised in the income statement as they arise.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecasted transaction occurs.
2.14 Share-based payments
The Group has applied the requirements of IFRS 2 ‘Share-based Payment’. In accordance with the transitional provisions, IFRS 2 has been applied to all grants of equity instruments that were unvested at 1 April 2006.
The Group issues equity-settled and cash-settled share-based payments to certain employees (including directors). Equity-settled share-based payments are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest.
Fair value is measured by use of the Black Scholes model. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
2.15 Segmental reporting
Activities are allocated to one business segment being furniture. A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that is subject to risks and returns which are different from those segments operating in other economic environments.
3. Geographical segments
The following table provides an analysis of the Group’s revenue by geographical market, irrespective of the origin of the products:
|
|
6 months to |
6 months to |
12 months to |
United Kingdom |
|
24,723 |
20,868 |
44,702 |
Rest of the world |
|
188 |
278 |
550 |
|
|
24,911 |
21,146 |
45,252 |
4. Finance costs
|
|
6 months to |
6 months to |
12 months to |
Interest receivable |
|
4 |
18 |
36 |
Interest paid |
|
(9) |
(11) |
(22) |
Finance charge on shares classed as financial liabilities |
|
(33) |
(33) |
(66) |
Interest charge on pension scheme liability |
|
– |
(65) |
(92) |
|
|
(38) |
(91) |
(144) |
5. Earnings per share
The earnings per share are calculated on profit after tax of £399,000 (2006: £347,000) and the weighted average number of ordinary shares of 23,888,698 (2006: 23,888,698) in issue during the period. The share options in existence during the six months ended 30 September 2007 have a dilutive effect. The diluted earnings per share are calculated on earnings of £399,000 (2006: £347,000) and the weighted average number of ordinary shares in issue adjusted to assume conversion of all dilutive potential ordinary shares which is 25,448,698 (2006: 25,418,698).
6. Explanation of transition to IFRS
As explained in note 1, these are the Group’s first interim financial statements prepared for part of the first year in which financial statements will be prepared in accordance with International Financial Reporting Standards (IFRS).
The accounting policies in note 2 have been applied in preparing these interim financial statements, and in preparing an opening IFRS balance sheet as at 1 April 2006 (the Group’s date of transition).
There are no changes to profit, total assets, total equity or total liabilities as the result of the transition from UK GAAP to IFRS.
13 November 2007
Airsprung Furniture Group PLC, the supplier of manufactured and imported furniture, announces that it was informed yesterday that, as a result of an acquisition of shares on 6 November 2007 by High Street Investors LP (“HSI”), an undertaking indirectly controlled by Kenneth M. Karmin, Mr Karmin now holds an aggregate of 730,000 ordinary shares of 10p each in the Company, representing approximately 3.06 per cent. of the Company’s issued share capital and approximately 2.97 per cent. of its total voting shares. The notification states that HSI is controlled by High Street Holdings, Inc (“HSH”) and that Mr Karmin controls HSH.
20 September 2007
The Chairman made the following trading statement at the Annual General Meeting held on Thursday 20 September 2007 at 12.30pm:
"I am pleased to announce that the Group is continuing to make encouraging
progress. Sales and profits will be ahead of last year at the end of
the first six months, and business indicators are positive for the second
half year. The Group has received outline planning permission for the
proposed Business Park adjacent to the main manufacturing site in Trowbridge,
which will bring future benefits
to shareholders.
It is too early to forecast the effect which recent difficulties in the
mortgage
lending market may have on housing starts and consumer spending,
but Airsprung’s competitive position is strong, and unless there is
a sharp deterioration in the trading environment, we are confident the Group
will have another
satisfactory year."
Stuart Lyons CBE
14 September 2006
At the Annual General Meeting of Airsprung Furniture Group held today, Stuart Lyons CBE, Chairman, made the following statement to shareholders:
"The board is pleased to report that the Group's recovery is continuing as planned. Sales are modestly ahead of last year and during the first quarter the Group achieved its initial objective of returning to profitable trading
"In the light of this progress, the directors have approved a contribution to the pension scheme above the basic level of the Contributions Schedule agreed with the Scheme Trustees. Subject to trading conditions allowing, the board intends to continue to bear down on the pension deficit, while rebuilding distributable reserves, and to resume dividend payments to shareholders at the earliest practicable date."
Stuart Lyons CBE
01 August 2006
Following the acquisition of Rowan Dartington & Co. Limited by Corporate Synergy Group plc, Airsprung Furniture Group plc is pleased to announce the appointment of Corporate Synergy Plc as its nominated adviser and broker with immediate effect.
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