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.
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