Offer Update
Ryanair Holdings PLC
05 December 2006
OFFER UPDATE
EXTENSION OF OFFER AND ANNOUNCEMENT OF LEVEL OF ACCEPTANCES
Ryanair Holdings plc announces that, as at 3.00 p.m. on 4 December, 2006, valid
acceptances of the Offer had been received in respect of 4,963,908 Aer Lingus
Shares (representing approximately 0.928 per cent. of the issued share capital
of Aer Lingus).
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 48,364,417 Aer Lingus Shares
representing 9.143 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.
Extension of the Offer and final Offer timetable
The Offer has been extended and will remain open for acceptance until 1.00 p.m.
(Dublin time) on 22 December, 2006. In accordance with the Takeover Rules, only
acceptances received by Computershare Investor Services (Ireland) Limited by
this time will be taken into account for the purposes of the acceptance
condition under the Ryanair Offer. In accordance with the Takeover Rules, the
Offer will lapse unless it has become unconditional as to acceptances by 5.00
p.m. on 22 December, 2006.
Procedure for Acceptance of the Offer
Aer Lingus Shareholders who have not yet accepted the Offer should do so by 1.00
p.m. on 22 December, 2006. The procedure for acceptance is set out in Section 11
of Part 2 of the Offer Document.
Forms of Acceptance not yet returned should be completed and returned in
accordance with the instructions set out in the Offer Document and in the Form
of Acceptance so as to be received by 1.00 p.m. on 22 December, 2006. Additional
Forms of Acceptance are available from Computershare Investor Services (Ireland)
Limited by telephoning + 353 1 2475695.
If Aer Lingus Shares are held in CREST, acceptance should be made electronically
so that the TTE instruction settles by 1.00 p.m. on 22 December, 2006.
The Offer remains subject to the terms and conditions set out in the Offer
Document.
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
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, 5 December, 2006
This information is provided by RNS
The company news service from the London Stock Exchange