Call on Aer Lingus to explain Mannion's 'Failur...
RYANAIR CALLS ON AER LINGUS BOARD TO EXPLAIN
MANNION'S ¤2.8 MILLION 'FAILURE BONUS'
[IF AER LINGUS HAS AN 'INDEPENDENT' FUTURE,
WHY HAS MANNION A LIFEBOAT WITH ¤2.8 MILLION OF SHAREHOLDERS CASH]
Ryanair today (Sunday, 4th Jan 2009) called on the Board of Aer
Lingus to explain why Aer Lingus' CEO Dermot Mannion has recently
been granted an indefensible and unprecedented ¤2.8 million 'Failure
Bonus', if Aer Lingus undergoes a change of control. Ryanair called
this 'Failure Bonus' unprecedented, because it is not compensation
for loss of office, but rather a spectacular secret bonus, which can
be triggered by Dermot Mannion himself should he choose to resign
immediately following a change of control of Aer Lingus. Ryanair
believes that this secret 'Failure Bonus' should be put to all
shareholders for approval at Aer Lingus' next AGM, which will allow
all shareholders (including Government, ESOT, Tailwinds and Ryanair)
to consider whether Mr. Mannion, who has delivered substantial
operating losses in two of the last three years (2006 and 2008),
should be able to trigger such an excessively generous 'Failure
Bonus'.
Commenting on today's Sunday Independent scoop, Ryanair's Chief
Executive Michael O'Leary, said:
"It is extraordinary at a time when Aer Lingus is cutting jobs and
cutting pay, that it is doing a secret deal with Dermot Mannion to
award him a ¤2.8 million 'Failure Bonus', which he alone can trigger
simply by resigning.
"This secretly negotiated ¤2.8 million deal proves that Dermot
Mannion has no faith in Aer Lingus' future as an independent
airline. If Dermot Mannion and the Aer Lingus Board really believed
that Aer Lingus has an 'independent' future, then they wouldn't be
secretly stuffing ¤2.8 million of shareholders cash into Dermot
Mannion's resignation lifeboat.
"The recently departed FAS Chief Executive received deserved
criticism for his ¤500,000 resignation pay off. He looks to have
been short-changed by comparison with the almost ¤3 million failure
bonus, which Dermot Mannion has secretly negotiated and can trigger
simply by resigning. I know of no other plc, which while cutting pay
and jobs, is at the same time stuffing the Chief Executives lifeboat
with ¤2.8 million of shareholders cash.
"The Board of Aer Lingus must explain this unprecedented, unjustified
extraordinary secret deal to all shareholders".
Ends.
Sunday, 4th January 2009
Enquiries:
Ryanair +353
1 812 1212
Howard Millar
Davy Corporate Finance +353 1 679 7788
(Financial Adviser to Ryanair)
Eugenée Mulhern
Brian Garrahy
Morgan Stanley +44 20
7425 5000
(Financial Adviser to Ryanair)
Colm Donlon
Adrian Doyle
Murray Consultants +353 1 498
0300
(Public Relations Advisers to Ryanair)
Pauline McAlester
Davy Corporate Finance, which is regulated in Ireland by the
Financial Regulator, is acting exclusively for Ryanair and Coinside
and no one else in connection with the Offer and will not be
responsible to anyone other than Ryanair and Coinside for providing
the protections afforded to clients of Davy Corporate Finance nor for
providing advice in relation to the Offer, the contents of this
document or any transaction or arrangement referred to in this
announcement.
Morgan Stanley is acting exclusively for Ryanair and Coinside and no
one else in connection with the Offer and will not be responsible to
anyone other than Ryanair and Coinside for providing the protections
afforded to clients of Morgan Stanley nor for providing advice in
relation to the Offer, the contents of this document or any
transaction or arrangement referred to in this announcement.
Defined terms used in this announcement have the same meaning as in
the announcement dated 1 December, 2008 issued by Ryanair.
The availability of the Offer to persons outside Ireland may be
affected by the laws of the relevant jurisdiction. Such persons
should inform themselves about and observe any applicable
requirements. The Offer will not be made, directly or indirectly, in
or into Australia, Canada, Japan, South Africa, the United States or
any other jurisdiction where it would be unlawful to do so, or by use
of the mails, 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 means,
instrumentality or facility from or within Australia, Canada, Japan,
South Africa, the United States or any other jurisdiction where it
would be unlawful to do so. Accordingly, copies of this announcement
and all other documents relating to the Offer are not being, and must
not be, mailed or otherwise forwarded, distributed or sent in, into
or from Australia, Canada, Japan, South Africa, the United States or
any other jurisdiction where it would be unlawful to do so. Persons
receiving such documents (including, without limitation, nominees,
trustees and custodians) should observe these restrictions. Failure
to do so may invalidate any related purported acceptance of the
Offer. Notwithstanding the foregoing restrictions, Ryanair reserves
the right to permit the Offer to be accepted if, in its sole
discretion, it is satisfied that the transaction in question is
exempt from or not subject to the legislation or regulation giving
rise to the restrictions in question.
The directors of Ryanair and Coinside accept responsibility for the
information contained in this announcement, save that the only
responsibility accepted by the directors of Ryanair and Coinside in
respect of the information in this announcement relating to Aer
Lingus, the Aer Lingus Group, the directors of Aer Lingus and persons
connected with them, which has been compiled from published sources,
has been to ensure that such information has been correctly and
fairly reproduced or presented (and no steps have been taken by the
directors of Ryanair or Coinside to verify this information). To the
best of the knowledge and belief of the directors of Ryanair and
Coinside (who have 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.
The sources and bases for information in this announcement common to
that contained in the announcement issued by Ryanair on 1 December,
2008 ("2.5 Announcement" ) and Ryanair's Offer Document dated 15
December 2008 ("The Offer Document") are set out in the 2.5
Announcement and The Offer Document. The source for the amount of
¤2.8 million is the Sunday Independent article (Dated 4 January 2009,
Page 23).
This announcement does not constitute an offer to sell or an
invitation to purchase or subscribe for any securities or the
solicitation of an offer to purchase or subscribe for any
securities. Any response in relation to the Offer should be made
only on the basis of the information contained in the Offer Document
or any document by which the Offer is made.
This announcement includes certain 'forward looking statements' with
respect to the business, strategy and plans of Ryanair and Aer Lingus
and their respective expectations relating to the Cash Offer and
their future financial condition and performance. Statements that are
not historical facts, including statements about Ryanair or Aer
Lingus or Ryanair's management's beliefs and expectations, are
forward looking statements. Words such as 'believes', 'anticipates',
'estimates', 'expects', 'intends', 'aims', 'potential', 'will',
'would', 'could', 'considered', 'likely', 'estimate' and variations
of these words and similar future or conditional expressions are
intended to identify forward looking statements but are not the
exclusive means of identifying such statements. By their nature,
forward looking statements involve risk and uncertainty because they
relate to events and depend upon future circumstances that may or may
not occur.Examples of such forward looking statements include, but
are not limited to, statements about expected benefits and risks
associated with the Cash Offer, projections or expectations of profit
attributable to shareholders, anticipated provisions or write-downs,
economic profit, dividends, capital structure or any other financial
items or ratios; statements of plans, objectives or goals of Ryanair
or the combined business following the Cash Offer; statements about
the future trends in interest rates, liquidity, foreign exchange
rates, stock market levels and demographic trends and any impact that
those matters may have on Ryanair or the combined group following the
Cash Offer; statements concerning any future Irish, UK, US or other
economic environment or performance; statements about strategic
goals, competition, regulation, regulatory approvals, dispositions
and consolidation or technological developments in the financial
services industry; and statements of assumptions underlying such
statements.Factors that could cause actual results to differ
materially from the plans, objectives, expectations, estimates and
intentions expressed in such forward looking statements made by
Ryanair or Aer Lingus or on their behalf include, but are not limited
to, general economic conditions in Ireland, the United Kingdom, the
United States or elsewhere; regulatory scrutiny, legal proceedings or
complaints; changes in competition and pricing environments; the
inability to hedge certain risks economically; the adequacy of loss
reserves; the ability to secure new customers and develop more
business from existing customers; the Cash Offer not being completed
or not being completed as currently envisaged; additional
unanticipated costs associated with the Cash Offer or the operating
of the combined group; or an inability to implement the strategy of
the combined group or achieve the Cash Offer benefits set out in this
announcement. Additional factors that could cause actual results to
differ materially from forward looking statements are set out in the
most recent annual reports and accounts of Ryanair and Aer Lingus,
including Ryanair's most recent annual report on Form 20-F filed with
the SEC.
Forward-looking statements only speak as of the date on which they
are made, and the events discussed in this announcement may not
occur. Subject to compliance with applicable law and regulation,
neither Ryanair nor Coinside undertakes any obligation to update
publicly or revise forward-looking statements, whether as a result of
new information, future events or otherwise.
Any person who is the holder of 1 per cent. or more of any class of
shares in Aer Lingus or Ryanair may be required to make disclosures
pursuant to Rule 8.3 of the Takeover Rules with effect from 1
December, 2008 the date of the announcement which commenced the Offer
Period in respect of the Offer.
---END OF MESSAGE---
This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.