Aer Lingus Group PLC Offer Update (6839U)
July 31 2015 - 2:15AM
UK Regulatory
TIDMAERL TIDMIAG
RNS Number : 6839U
Aer Lingus Group PLC
31 July 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
Aer Lingus Group plc ("Aer Lingus")
ISE: EIL1 LSE: AERL
Aer Lingus Offer Acceptance Level and Update
Dublin & London, 31 July 2015: Aer Lingus Group plc ("Aer
Lingus") notes today's announcement by International Consolidated
Airlines Group S.A. ("IAG") regarding the status of the recommended
cash offer (the "Offer") by its wholly owned subsidiary AERL
Holding Limited ("AERL Holding") for the entire issued and to be
issued ordinary share capital of Aer Lingus.
In particular, Aer Lingus notes that:
-- As at 1300 (Irish time) on 30 July 2015, AERL Holding had
received valid acceptances of the Offer in respect of 333,702,888
Aer Lingus Shares, representing 62.48 per cent of the existing
issued share capital of Aer Lingus, which AERL Holding counts
towards the satisfaction of the acceptance condition to the
Offer.
-- IAG and AERL Holding have waived the 90 per cent acceptance
condition and confirmed the Offer is now unconditional as to
acceptances.
-- IAG announced that the Offer will remain open for acceptance
until 1300 (Irish time) on 18 August 2015 and that there will be no
further extension of the Offer unless the Offer has become wholly
unconditional at that time and date.
-- The Offer remains subject to the conditions that have not
already been satisfied which are set out in Appendix I of the Offer
Document, in particular acceptance of the Offer having been
received in respect of the Aer Lingus shares held by the Ryanair
Group.
Defined terms which are not defined in this announcement have
the same meaning given to them in the Offer Document posted on 19
June 2015.
For further information please visit www.aerlingus.com or
contact:
Investors & Analysts
Catherine McGuinness Aer Lingus Investor Relations Tel: +353 1 886 2228
Media
Gerry O' Sullivan Q4 Public Relations Tel: +353 87 259 7644
Nuala Buttner Q4 Public Relations Tel: +353 87 1744 275
Goldman Sachs International
Eduard van Wyk Financial Advisor Tel: + 44 20 7774 1000
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 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, 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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