Company name Aer Lingus Group PLC
Headline Reject Ryanair's Offer


RNS Number : 8575I
Aer Lingus Group PLC
31 July 2012
 



Not for release, publication or distribution,  in whole or in part, in or into or from Australia, Canada, Japan, South Africa or the United States of America or any other jurisdiction where it would be unlawful to do so

Aer Lingus Group plc

ISE: EIL1    LSE: AERL

Reject Ryanair's Offer

 

Dublin & London, 31 July 2012: The Board of Aer Lingus Group plc ("Aer Lingus") announces that it has today written to shareholders outlining its reasons for recommending rejection of Ryanair Holdings plc's ("Ryanair") offer to purchase the whole of the issued and to be issued ordinary share capital of Aer Lingus not already owned by Ryanair (the "Offer"). 

The circular containing the letter recommending that shareholders reject Ryanair's Offer was issued in accordance with Rules 25 and 30.3 of the Irish Takeover Panel Rules. The circular may be viewed on the Aer Lingus website at the following location:

http://corporate.aerlingus.com/media/corporateaerlinguscom/content/pdfs/Day_14_document.pdf

 

 

Enquiries:

 

Investors & Analysts




Declan Murphy

Jonathan Neilan

Aer Lingus Investor Relations

FTI Consulting

Tel:

Tel:

+353 1 886 2228

+353 1 663 3686

 Media




Declan Kearney

 

Aer Lingus Communications

Tel:

+353 1 886 3662

Rothschild 

Robert Leitao
Stuart Vincent
Emmet Walsh

Financial Adviser

 

Tel:

+ 44 207 280 5000

Goodbody

Finbarr Griffin
Linda Hickey

Financial Adviser & Joint Broker

 

Tel:

  + 353 1 667 0420

 

UBS

Hew Glyn Davies

Anna Richardson Brown

 

Financial Adviser & Joint Broker

Tel:

+ 44 207 567 8000

 

The directors of Aer Lingus accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Aer Lingus (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

 

Dealing Disclosure Requirements

 

Under the provisions of Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007, as amended (the "Irish Takeover Rules"), if any person is, or becomes, 'interested' (directly or indirectly) in, 1 percent, or more of any class of 'relevant securities' of Aer Lingus or Ryanair, all 'dealings' in any 'relevant securities' of Aer Lingus or Ryanair (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by not later than 3:30 pm (Dublin time) on the business day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes effective or on which the 'Offer period' otherwise ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an 'interest' in 'relevant securities' of Aer Lingus or Ryanair, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.

 

Under the provisions of Rule 8.1 of the Irish Takeover Rules, all 'dealings' in 'relevant securities' of Aer Lingus by Ryanair or 'relevant securities' of Ryanair by Aer Lingus, or by any of their respective 'associates' must also be disclosed by no later than 12 noon (Dublin time) on the business day following the date of the relevant transaction.

 

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed can be found on the Panel's website at www.irishtakeoverpanel.ie.

 

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

 

Terms in quotation marks are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Panel's website at www.irishtakeoverpanel.ie or

contact the Panel on telephone number +353 1 678 9020; fax number +353 1 678 9289.

 

Rothschild is acting exclusively for Aer Lingus and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Aer Lingus for providing the protections offered to clients of Rothschild nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

 

Goodbody Stockbrokers and Goodbody Corporate Finance, which are regulated by the Central Bank of Ireland, are acting exclusively for Aer Lingus and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Aer Lingus for providing the protections offered to clients of Goodbody Stockbrokers  and/or Goodbody Corporate Finance nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

 

UBS Limited ("UBS")  is acting as financial adviser for Aer Lingus and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Aer Lingus for providing the protections offered to clients of UBS nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

 

Rothschild, Goodbody Stockbrokers, Goodbody Corporate Finance and UBS do not accept any responsibility whatsoever for the contents of this announcement or for any statement made or purported to be made by them or on their behalf in connection with the Offer. Rothschild, Goodbody Stockbrokers, Goodbody Corporate Finance and UBS accordingly disclaim all and any liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any such statement.

 


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