TIDMAERL
RNS Number : 6276Q
Aer Lingus Group PLC
19 June 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
Recommended Cash Offer by AERL Holding Limited, a wholly-owned
subsidiary of International Consolidated Airlines Group, S.A., for
Aer Lingus Group plc
Posting of Offer Document and Notice of an Extraordinary General
Meeting of Aer Lingus Group plc for the purposes of the
Connectivity Resolutions and the resolution to grant the Rule 16
Approval
Dublin & London, 19 June 2015: On 26 May 2015, International
Consolidated Airlines Group, S.A. ("IAG") announced the terms of a
recommended cash offer to be made by AERL Holding Limited ("AERL
Holding"), a wholly-owned subsidiary of IAG, for the entire issued
and to be issued ordinary share capital of Aer Lingus Group plc
("Aer Lingus") pursuant to Rule 2.5 of the Irish Takeover Rules
(the "Offer").
The Independent Aer Lingus Directors are pleased to announce
that the offer document containing the full terms of, and
conditions to, the Offer and the procedures for acceptance (the
"Offer Document") is being posted by AERL Holding to Aer Lingus
Shareholders today together with the Form of Acceptance.
The Offer will initially remain open for acceptance until 5.00pm
(Irish time) on 16 July 2015.
The procedure for acceptance of the Offer is set out in the
Offer Document in Part II on pages 27 to 30 and in the Form of
Acceptance.
The Offer Document also contains the Notice of an Extraordinary
General Meeting of Aer Lingus to be held at 10:00am on 16 July 2015
at Crowne Plaza Hotel, Northwood Park, Northwood Avenue, Santry,
Dublin 9, Ireland for the purposes of the Connectivity Resolutions
and the resolution to grant the Rule 16 Approval.
The Offer Document and Form of Acceptance will be available for
inspection at the offices of Arthur Cox, Earlsfort Centre,
Earlsfort Terrace, Dublin 2, Ireland and of William Fry, 2 Grand
Canal Square, Dublin 2, Ireland during normal business hours on any
weekday (Saturdays, Sundays and public holidays excepted) until the
end of the Offer Period. The Offer Document and Form of Acceptance
will also be available on the Aer Lingus website at
www.aerlingus.com and on IAG' website at www.iairgroup.com. For the
avoidance of doubt, the content of such website is not incorporated
into, and does not form part of, this announcement.
Defined terms used but not defined in this announcement have the
meanings set out in the Offer Document.
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
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 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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