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Aer Lingus Group PLC (AERL)

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Wednesday 18 July, 2012

Aer Lingus Group PLC

Reject Ryanair's offer

RNS Number : 8950H
Aer Lingus Group PLC
18 July 2012
 



For immediate Release

Not for release, publication or distribution,  in whole or in part, in or into or from Australia, Canada, Japan, South Africa or the United States of America or any other jurisdiction where it would be unlawful to do so

 

Aer Lingus Group plc

ISE: EIL1    LSE: AERL

18 June 2012

Reject Ryanair's offer

The Board of Aer Lingus Group plc ("Aer Lingus") notes the announcement made yesterday by Ryanair Holdings plc ("Ryanair") that it has posted its offer document containing the full terms and conditions of its offer to purchase the whole of the issued and to be issued ordinary share capital of Aer Lingus not already owned by Ryanair (the "Offer"). 

 

Ryanair's 2006 offer was prohibited by the European Commission on competition grounds, and your Board believes that the reasons for prohibition are now even stronger than before: the number of routes that Ryanair would monopolise has sharply increased. Your Board has received legal advice that the European Commission is likely once more to prohibit the Ryanair Offer, and that this is not therefore a credible Offer which is capable of completion.

In addition, the UK Competition Commission is continuing to investigate the anti-competitive effects of Ryanair's 29.82% stake in Aer Lingus, despite Ryanair's repeated and ongoing attempts to stop both this investigation and the previous Office of Fair Trading investigation. Your Board has received legal advice that the UK Competition Commission is likely to require Ryanair to sell down its current stake.

Aer Lingus is a robust and profitable airline with a proven business model, a strong balance sheet and an internationally recognised brand. Your Board's unanimous view is that Ryanair's Offer to acquire control of Aer Lingus for €1.30 per share fundamentally undervalues Aer Lingus and represents a significant discount to the intrinsic value of the business:

 

·     A discount of 31% to Aer Lingus' gross cash per share of €1.87 (total €1,002 million)

-      the gross cash on Aer Lingus' balance sheet more than pays for Ryanair's offer

·     A discount of 17% to Aer Lingus' Net Asset Value per share of €1.56 based on the NAV shown in the 31 December 2011 balance sheet

-      this NAV does not attribute any value to either our attractive slot portfolio or brand

·     An adjusted EV / EBITDAR multiple of 4.2x, a 30% discount to the average trading multiple of Aer Lingus' traded peers of 6.1x

Aer Lingus' strategy of building a leaner and more efficient business is working. Operational and financial performance has improved greatly since 2009, resulting in a turnaround in operating result since that time of approximately €130 million. We have transformed a loss making Aer Lingus into a profitable airline with one of the strongest balance sheets in the European sector.

For the reasons outlined above, your Board believes that Ryanair's Offer is not in the interests of shareholders or Aer Lingus and is incapable of completion. Accordingly, the Board of Aer Lingus unanimously recommends shareholders should take no action in relation to the Offer and should not sign any document sent by Ryanair or its advisers.

The Board of Aer Lingus will be writing to shareholders to set out in detail its reasons for rejecting the Offer within the next fourteen days in accordance with Rule 30.3(a) of the Irish Takeover Panel Act 1997.

 

 

Enquiries:

 

Investors & Analysts

 

 

 

Declan Murphy


Jonathan Neilan

Aer Lingus Investor Relations

FTI Consulting

Tel:


Tel:

+353 1 886 2228


+353 1 663 3686

 

Media

 

 

 

Declan Kearney

Aer Lingus Communications

Tel:

+353 1 886 3662

 

Rothschild 

Robert Leitao
Stuart Vincent
Emmet Walsh

Goodbody

Finbarr Griffin
Linda Hickey

UBS

Hew Glyn Davies

Anna Richardson Brown

 

 

 

Financial Adviser

 

 

Financial Adviser & Joint Broker

 

Financial Adviser & Joint Broker

 

 

 


Tel:

 

 

  Tel:

 


Tel:

 


+ 44 207 280 5000

 

 

  + 353 1 667 0420

 

 
+ 44 207 567 8000

 

 

The directors of Aer Lingus accept responsibility for the information contained in this announcement. 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.

 

Bases and Sources

 

The relevant bases of calculation and sources of information are provided below in the order in which the relevant information first appears in this announcement and by reference to the relevant statement. Where such information is repeated in this document, the underlying bases and sources are not.

 

(a)          Reference to "per share" is based on a fully diluted issued share capital of 535,540,090 shares, including 534,040,090 ordinary shares in issue and 1,500,000 shares subject to options.  Conditional awards over 9,017,971 ordinary shares under Aer Lingus' Long Term Incentive Plan ("LTIP"), in relation to which the trustee of the LTIP does not hold shares for the purposes of satisfying any vesting of awards, have been excluded from the fully diluted issued share capital figure as it is not possible to calculate how many shares would vest on a change of control becoming effective.

(b)          "gross cash" is taken from the  31 March 2012 balance sheet,  as reported in the first quarter Interim Management Statement.

(c)           "Net Asset Value" or "NAV" is the amount shown as total equity in the  31 December 2011 consolidated  balance sheet.

(d)          Reference to "adjusted EV/EBITDAR multiple" is based on market capitalisations as at 16 July 2012 and 31 December 2011 EBITDAR and balance sheet figures, calendarised as appropriate. Adjusted enterprise value ("EV") is defined as market capitalisation plus net debt (cash less restricted cash, plus book value of short term and long term debt excluding deferred income) and adjusted for unfunded pension deficits (as per company annual reports) post tax, book value of minority interests, and capitalised leases at relevant years annual lease cost multiplied by eight times (based on Moody's Investors Service methodology for airlines) to arrive at an adjusted enterprise value. EBITDAR is defined as pre-exceptional earnings before interest, tax, depreciation, amortisation and aircraft operating leases.

(e)          Reference to "traded peers" includes Air France - KLM, easyJet, Flybe, IAG, Lufthansa and Ryanair.

(f)           Reference to "turnaround in operating result" is to the improvement in operating profit or loss before exceptional items between 2009 and 2011.

Dealing Disclosure Requirements

 

Under the provisions of Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007, as amended (the "Irish Takeover Rules"), if any person is, or becomes, 'interested' (directly or indirectly) in, 1 percent, or more of any class of 'relevant securities' of Aer Lingus or Ryanair, all 'dealings' in any 'relevant securities' of Aer Lingus or Ryanair (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 (Dublin 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 or Ryanair, 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 Ryanair or 'relevant securities' of Ryanair by Aer Lingus, or by any of their respective 'associates' must also be disclosed by no later than 12 noon (Dublin 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 also 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 Panel's website at www.irishtakeoverpanel.ie or

contact the Panel on telephone number +353 1 678 9020; fax number +353 1 678 9289.

 

Rothschild is acting exclusively for Aer Lingus and no one else in connection with the subject matter

of this announcement and will not be responsible to anyone other than Aer Lingus for providing the

protections offered to clients of Rothschild nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

 

Goodbody Stockbrokers and Goodbody Corporate Finance, which are regulated by the Central Bank of Ireland, are acting exclusively for Aer Lingus and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Aer Lingus for providing the protections offered to clients of Goodbody Stockbrokers  and/or Goodbody Corporate Finance nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

 

UBS Limited ("UBS")  is acting as financial adviser for Aer Lingus and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Aer Lingus for providing the protections offered to clients of UBS nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

 

Rothschild, Goodbody Stockbrokers, Goodbody Corporate Finance and UBS do not accept any responsibility whatsoever for the contents of this announcement or for any statement made or purported to be made by them or on their behalf in connection with the Offer. Rothschild, Goodbody Stockbrokers, Goodbody Corporate Finance and UBS accordingly disclaim all and any liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any such statement.

 


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