Offer Update
Ryanair Holdings PLC
14 November 2006
14th November 2006
OFFER UPDATE
EXTENSION OF OFFER AND ANNOUNCEMENT OF LEVEL OF ACCEPTANCES
Ryanair Holdings plc announces that, as at 3.00 p.m. on 13 November, 2006, being
the first closing date of the Offer, valid acceptances of the Offer had been
received in respect of 504,994 Aer Lingus Shares (representing approximately
0.118 per cent. of the Aer Lingus Shares to which the Offer relates and
approximately 0.095 per cent. of the issued share capital of Aer Lingus).
Extension of the Offer and Offer timetable
The Offer has been extended and will remain open for acceptance until 3.00 p.m.
(Dublin time) on 4 December, 2006.
Key dates in respect of the Offer are as follows and the dates set out below
correct the dates referred to in the Offer Document.
+-------------------------------------------------------+--------------+
| | |
| | Date |
+-------------------------------------------------------+--------------+
| | |
| The revised closing date under the Offer | 3.00 p.m. on |
| | 4 December, |
| | 2006 |
+-------------------------------------------------------+--------------+
| | |
| The date by which, if the Offer has not become | 3.00 p.m. on |
| unconditional, a person may withdraw his acceptance | 4 December, |
| in accordance with the procedures detailed in the | 2006 |
| Offer Document | |
+-------------------------------------------------------+--------------+
| | |
| The date after which no revision of the Offer may be | 8 December, |
| made and no revised Offer Document may be posted | 2006 |
+-------------------------------------------------------+--------------+
| | |
| The date after which the Offer is not capable of | Midnight on |
| becoming unconditional or of being kept open for | 22 December, |
| acceptance unless it has previously become | 2006 |
| unconditional | |
+-------------------------------------------------------+--------------+
The Offer remains subject to the terms and conditions set out in the Offer
Document.
No acceptances of the Offer have been received from persons acting in concert
with Ryanair. Prior to the commencement of the Offer Period Ryanair (acting
through its wholly owned subsidiary, Coinside Limited) held 84,775,000 Aer
Lingus Shares representing 16.03 per cent. of the issued share capital of Aer
Lingus and persons acting in concert with Ryanair held 259,469 Aer Lingus Shares
representing 0.049 per cent. of the issued share capital of Aer Lingus. Since
the commencement of the Offer Period Ryanair (acting through its wholly owned
subsidiary, Coinside Limited) has acquired 16,567,549 Aer Lingus Shares
representing 3.13 per cent. of the issued share capital of Aer Lingus. Save for
these shares neither Ryanair nor any person acting in concert with Ryanair held
any Aer Lingus Shares or rights over such shares prior to the commencement of
the Offer Period nor have they acquired or agreed to acquire any Aer Lingus
Shares or rights over such shares during the Offer Period.
Enquiries:
Ryanair Telephone: +353 1 812 1212
Howard Millar
Davy Corporate Finance Telephone: +353 1 679 6363
(Financial Adviser to Ryanair)
Hugh McCutcheon
Eugenee Mulhern
Morgan Stanley Telephone: +44 20 74255000
(Financial Adviser to Ryanair)
Gavin MacDonald
Colm Donlon
Adrian Doyle
Murray Consultants Telephone: +353 1 498 0300
(Public Relations Advisers to Ryanair)
Pauline McAlester Telephone: +353 87 255 8300
Persons Acting in Concert
In connection with the Offer and under the provisions of the Takeover Rules, the
following persons are presumed under the Takeover Rules to be acting in concert
with Ryanair: all subsidiary companies in the Ryanair Group, the Directors of
Ryanair, Davy Corporate Finance Limited of Davy House, 49 Dawson Street, Dublin
2, Ireland and Morgan Stanley & Co Limited of 25 Cabot Square, Canary Wharf,
Floor 05 London, E14 4QA, United Kingdom (who are advising Ryanair in relation
to the Offer) and A&L Goodbody Solicitors of International Financial Services
Centre, North Wall Quay, Dublin 1, Ireland (legal advisers to Ryanair in
relation to the Offer).
In connection with the Offer and under the provisions of the Takeover Rules, as
far as is known to Ryanair, the following persons are presumed under the
Takeover Rules to be acting in concert with Aer Lingus: Aer Lingus ESOP Trustee
Limited as a subsidiary of Aer Lingus and all other subsidiary companies in the
Aer Lingus Group, the Directors of Aer Lingus, the Irish Airlines (Pilots)
Superannuation Scheme, the Minister for Finance, Goldman Sachs International of
Peterborough Court, 133 Fleet Street, London EC4A 2BB, United Kingdom, Goodbody
Stockbrokers of Ballsbridge Park, Ballsbridge, Dublin 4, Ireland, Merrion
Stockbrokers Limited of The Sweepstakes, Ballsbridge, Dublin 4 (all of whom are
advising Aer Lingus in relation to the Offer), Arthur Cox Solicitors of
Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland, Norton Rose of Kempson
House, Camomile Street, London EC3A 7AN, United Kingdom and Linklaters of One
Silk Street, London EC2Y 8HQ, United Kingdom.
This announcement does not constitute an offer or an invitation to offer to
purchase or subscribe for any securities. Any response in relation to the Offer
should only be made on the basis of the information contained in the Offer
Document or any document by which the Offer is made.
The directors of Ryanair accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the directors of
Ryanair (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.
Terms defined in the Offer Document dated 23 October, 2006 have the same meaning
in this announcement unless otherwise stated.
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 Irish Takeover Panel Act, 1997, Takeover Rules 2001 to 2005, as applied,
with amendments by the European Communities (Takeover Bids (Directive 2004/25/
EC)) Regulations 2006.
Davy Corporate Finance, which is regulated in Ireland by the Financial
Regulator, is acting exclusively for Ryanair and no one else in connection with
the Offer, and will not be responsible to anyone other than Ryanair 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 & Co. Limited is acting exclusively for Ryanair and no one else
in connection with the Offer and will not be responsible to anyone other than
Ryanair for providing the protections afforded to clients of Morgan Stanley &
Co. Limited nor for providing advice in relation to the Offer, the contents of
this document or any transaction or arrangement referred to in this
announcement.
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.
Ends. Tuesday, 14th November, 2006
This information is provided by RNS
The company news service from the London Stock Exchange
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