Aer Lingus Group PLC Possible Offer Update (0894D)
26 January 2015 - 6:00PM
UK Regulatory
TIDMAERL TIDMIAG
RNS Number : 0894D
Aer Lingus Group PLC
26 January 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY (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
FOR IMMEDIATE RELEASE
26 January 2015
Aer Lingus Group plc ("Aer Lingus" or the "Company")
ISE: EIL1 LSE: AERL
Possible Offer Update
The Board of Directors of Aer Lingus (the "Board") confirms that
it has received a revised proposal from International Consolidated
Airlines Group, S.A. ("IAG") which values each Aer Lingus share at
EUR2.55 comprising an all cash offer for the Company of EUR2.50 per
share and a cash dividend of EUR0.05 per share (the "Revised
Proposal"). The Revised Proposal remains conditional on, amongst
other things, confirmatory due diligence, the recommendation of the
Board of Aer Lingus and the receipt of irrevocable commitments from
Ryanair Limited and the Minister for Finance of Ireland to accept
the offer.
The Board is considering the Revised Proposal.
This statement is being made by Aer Lingus without the prior
agreement or approval of IAG. There can be no certainty that any
offer will be made nor as to the terms of any offer. Shareholders
are strongly advised to take no action.
For further information please visit www.aerlingus.com or
contact:
Investors & Analysts
Declan Murphy Aer Lingus Investor Relations Tel: +353 1 886 2228
Media
Declan Kearney Aer Lingus Communications Tel: +353 1 886 3662
Goldman Sachs International
Anthony Gutman Financial Advisor Tel: + 44 20 7774 1000
Eduard van Wyk
Nick Harper
The directors of Aer Lingus Group plc accept responsibility for
the information contained in this announcement relating to Aer
Lingus, the Aer Lingus Group, the directors of Aer Lingus and
members of their immediate families, related trusts and persons
connected with them. 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.
The release, publication or distribution of this announcement in
or into certain jurisdictions may restricted by the laws of those
jurisdictions. Accordingly, copies of this announcement and all
other announcements relating to the combination are not being, and
must not be, released, published, mailed or otherwise forwarded,
distributed or sent in, into or from any restricted jurisdiction.
Persons receiving such announcements (including, without
limitation, nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies involved in the
combination disclaim any responsibility or liability for the
violations of any such restrictions by any person.
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting exclusively for Aer Lingus and no one
else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than Aer
Lingus for providing the protections afforded to clients of Goldman
Sachs International, or for providing advice in connection with the
matters referred to in this announcement.
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if
any person is, or becomes, "interested" (directly or indirectly) in
1% or more of any class of "relevant securities" of Aer Lingus, all
"dealings" in any "relevant securities" of Aer Lingus (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 p.m. (Irish time) on the "business day" following
the date of the relevant transaction. This requirement will
continue until the date on which the Scheme 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, 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 IAG or
"relevant securities" of IAG by Aer Lingus, or by any person
"acting in concert" with either of them must also be disclosed by
no later than 12 noon (Irish 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 Irish Takeover 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 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 Irish
Takeover Panel's website at www.irishtakeoverpanel.ie or contact
the Irish Takeover Panel on telephone number +353 1 678 9020; fax
number +353 1 678 9289.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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