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Aer Lingus Group PLC (AERL)

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Friday 24 August, 2012

Aer Lingus Group PLC

Reject Ryanair's Offer

RNS Number : 7077K
Aer Lingus Group PLC
24 August 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


24 August 2012

Reject Ryanair's Offer - Ryanair's Offer fundamentally undervalues Aer Lingus

The Board of Aer Lingus Group plc ("Aer Lingus" or "the Board") wrote to shareholders on 31 July 2012 outlining its reasons for recommending that shareholders reject Ryanair Holdings plc's ("Ryanair") 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"). Since the issuance of this circular, no new information has been provided by Ryanair in relation to the Offer and the Board re-affirms its recommendation that shareholders should reject the Offer.


Aer Lingus is a strong and profitable airline with a proven business model; a strong balance sheet; and an internationally recognised and valued brand. The 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. The Offer of €1.30 per share represents:

·     A discount of 34 per cent. to Aer Lingus' gross cash per share of €1.96 (total €1,049.9 million)

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

·     A discount of 12 per cent. to Aer Lingus' Net Asset Value per share of €1.48 based on the NAV shown in the 30 June 2012 balance sheet

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

·     A 2011 adjusted EV / EBITDAR multiple of 4.2x, a 30 per cent. discount to the average trading multiple of Aer Lingus' traded peers of 6.0x

Aer Lingus delivered a €130 million turnaround in operating performance between 2009 and 2011. The Group continues to make strategic, operating and financial progress. Such progress is reflected in the 2012 first half results released on 31 July 2012. On that date, Aer Lingus stated that, if current trading conditions continue, operating profit, before net exceptional items, for 2012 will be at least that achieved in 2011 (€49.1 million).

No new information has been provided by Ryanair in relation to the Offer since the Board last wrote to shareholders on 31 July 2012. Based on careful consideration of the issues, and extensive legal and financial advice, the Board remains of the view that Ryanair's Offer is not in the interests of shareholders, fundamentally undervalues the business and, due to the scale and extent of competition issues, is likely once more to be prohibited by the European Commission. Accordingly, the Board unanimously recommends shareholders take no action in relation to the Offer and should not sign any document sent by Ryanair or its advisers.




Investors & Analysts




Declan Murphy

Jonathan Neilan

Aer Lingus Investor Relations

FTI Consulting



+353 1 886 2228

+353 1 663 3686






Declan Kearney

Aer Lingus Communications


+353 1 886 3662



Robert Leitao
Stuart Vincent
Emmet Walsh


Finbarr Griffin
Linda Hickey


Hew Glyn Davies

Anna Richardson Brown




Financial Adviser



Financial Adviser & Joint Broker


Financial Adviser & Joint Broker










+ 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 based on gross cash as taken from the 30 June 2012 consolidated balance sheet, as reported in the H1 2012 Results.

(c)           "Net Asset Value" or "NAV" is the amount shown as total equity in the 30 June 2012 consolidated balance sheet.

(d)          Reference to "adjusted EV/EBITDAR multiple" has the same meaning given to it in Aer Lingus' ISE announcement "Reject Ryanair's offer" dated 18 July 2012, except using market capitalisations at 22 August 2012.

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

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


'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 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.



This information is provided by RNS
The company news service from the London Stock Exchange

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