TIDMAERL

RNS Number : 1894D

Aer Lingus Group PLC

27 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

THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE EVEN IF THE PRE-CONDITIONS REFERRED TO ARE SATISFIED OR WAIVED, IN WHOLE OR IN PART

FOR IMMEDIATE RELEASE

27 January 2015

Aer Lingus Group plc ("Aer Lingus" or the "Company")

   ISE: EIL1                    LSE: AERL

Possible Offer Update

On 26 January 2015, the Board of Directors of Aer Lingus (the "Board") announced that it had 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, all of which may be waived in whole or in part by IAG.

IAG has indicated that it would only proceed with its third proposal with an indication from the Board of Aer Lingus that it would be willing to recommend the financial terms of the Revised Proposal.

Having considered this request, the Board has indicated to IAG that the financial terms are at a level at which it would be willing to recommend, subject to being satisfied with the manner in which IAG proposes to address the interests of relevant parties.

The Board notes IAG's intentions regarding the future of the Company, in particular that Aer Lingus would operate as a separate business with its own brand, management and operations, continuing to provide connectivity to Ireland, while benefitting from the scale of being part of the larger IAG group.

This statement is being made by Aer Lingus with the consent of IAG. There can be no certainty that any offer will be made.

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 86 617 2702 
 
   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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