TIDMIAG TIDMAERL
RNS Number : 2672T
International Cons Airlines Group
16 July 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
16 July 2015
AER LINGUS EGM RESULT
International Consolidated Airlines Group, S.A. ("IAG") welcomes
the result of Aer Lingus' Extraordinary General Meeting where Aer
Lingus shareholders passed the Connectivity Resolutions and the
resolution to grant the Rule 16 Approval.
The passing of these resolutions were both conditions of the
Offer.
In addition, IAG has received notice from the US Department of
Justice that its review of the Offer has been satisfactorily
concluded. This was a condition to the Offer.
The Offer remains subject to the conditions outlined in Appendix
I of the Offer Document that have not already been satisfied.
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.
Enquiries:
IAG
Investor Relations +44 20 8564 2900
Media Relations +44 20 8564 2810
ends
Statements Required by the Irish Takeover Rules
This announcement does not constitute or form part of any offer
or invitation to sell or purchase any securities or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities, pursuant to the
Offer or otherwise. The Offer is being made solely by the Offer
Document, which contains the full terms and conditions of the
Offer, including details of how the Offer may be accepted and, in
the case of certificated shares only, the Form of Acceptance.
Please carefully read the Offer Document in its entirety before
making a decision with respect to the Offer.
The Directors of IAG and AERL Holding Limited accept
responsibility for the information contained in this announcement.
To the best of their knowledge and belief (having taken all
reasonable care to ensure that such is the case), the information
contained in this announcement for which they accept responsibility
is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Notice to US Holders of Aer Lingus Shares
The Offer is being made for securities of an Irish company and
United States investors should be aware that the Offer Document and
any other documents relating to the Offer have been or will be
prepared in accordance with the Irish Takeover Rules and Irish
disclosure requirements, format and style, all of which differ from
those in the United States. Aer Lingus' financial statements, and
all financial information that is included or incorporated by
reference in the Offer Document or any other documents relating to
the Offer, have been or will be prepared in accordance with Irish
generally accepted accounting principles or International Financial
Reporting Standards and thus may not be comparable to financial
statements of United States companies or companies whose financial
statements are prepared in accordance with US generally accepted
accounting principles.
The Offer is being made in the United States pursuant to the
Tier I exemption from the tender offer rules under the US Exchange
Act and otherwise in accordance with the requirements of the Irish
Takeover Rules. Accordingly, the Offer is subject to disclosure and
other procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic
tender offer procedures and law. No action has been taken in any
state of the United States to qualify the Offer under the laws of
any such state.
IAG and AERL Holding are incorporated under the laws of Spain
and England and Wales (respectively). Some or all of their
directors are residents of jurisdictions other than the United
States. As a result, it may not be possible for United States
shareholders of Aer Lingus to effect service of process within the
United States upon IAG, AERL Holding, Aer Lingus or their directors
or to enforce against any of them judgments of the United States
predicated upon the civil liability provisions of the federal
securities laws of the United States. It may not be possible to sue
IAG, AERL Holding, Aer Lingus or their directors in a non-US court
for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgment.
While the Offer is being made available to holders of Aer Lingus
Shares in the United States, the right to tender Aer Lingus Shares
is not being made available in any jurisdiction within the United
States in which the making of such offer or the right to tender
such Aer Lingus Shares would not be in compliance with the laws of
such jurisdiction.
The receipt of cash pursuant to the Offer by a United States
holder of Aer Lingus Shares generally will be a taxable transaction
for United States federal income tax purposes and under applicable
US state and local, as well as non-US and other tax laws. Each
United States holder of Aer Lingus Shares is urged to consult his
independent professional adviser immediately regarding the tax
consequences of acceptance of the Offer.
Overseas jurisdictions
The Offer will not be made, directly or indirectly, in or into
any jurisdiction where it would be unlawful to do so, or by use of
mail, or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or
foreign commerce, or by any facility of a national securities
exchange of any jurisdiction where it would be unlawful to do so,
and the Offer will not be capable of acceptance by any such mail,
means, instrumentality or facility from or within any jurisdiction
where it would be unlawful to do so. The release, publication or
distribution of copies of the Offer Document and the Form of
Acceptance and any accompanying document in or into certain
jurisdictions may be restricted by the laws of those jurisdictions.
Accordingly, copies of the Offer Document and the Form of
Acceptance and any accompanying document are not being, and must
not be, released, published, mailed or otherwise forwarded,
distributed or sent in, into or from any such jurisdiction. Persons
receiving such documents (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 Offer disclaim any
responsibility or liability for the violations of any such
restrictions by any person.
Rule 8 dealing disclosure requirements
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 pm (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
AERL Holding, or by any party 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 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 Panel's website. If you are in any
doubt as to whether 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 or fax number +353 1 678 9289.
A copy of this announcement will be available on the IAG website
at www.iagshares.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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