Ryanair Announces Cash Offer

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Ryanair Holdings (CDI) (0RYA)

UK 100

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'Aer Lingus'	Aer Lingus Group plc, a public limited company incorporated in Ireland;
'Aer Lingus Group'	Aer Lingus and its subsidiary undertakings and associated undertakings;
'Aer Lingus Share' or 'Aer Lingus Shares'	the existing issued fully paid ordinary shares of €0.05 each in the capital of Aer Lingus and any further such shares which are unconditionally allotted or issued after the date hereof and before the Offer closes (or before such other time as the Offeror may, subject to the Takeover Rules, decide in accordance with the terms and conditions of the Offer);
'Aer Lingus Shareholders'	the holders of Aer Lingus Shares (excluding where the context so admits Ryanair or any member of the Ryanair Group);
'Australia'	the Commonwealth of Australia, its states, territories and possessions and all areas subject to its jurisdiction or any sub-division thereof;
'Business Day'	any day on which banks are open for business in Dublin not being a Saturday, Sunday or public holiday;
'Board'	the board of directors of Ryanair or Coinside or the board of directors of Aer Lingus, as the context so requires;
'Canada'	Canada, its provinces, territories and all areas subject to its jurisdiction and any political sub-division thereof;
'Cash Offer'	the cash offer of €1.40 per Aer Lingus share;
'Coinside'	Coinside Limited, a private limited company, incorporated in Ireland;
'Company'	Ryanair;
'Competition Act'	the Competition Act 2002 (as amended by the Competition Act 2006);
'Competition Authority'	the Irish Competition Authority established under the Competition Act;
'Continental Europe'	the continent of Europe excluding Ireland and the UK;
'Closing Price'	the official closing price or the middle market quotation of a Aer Lingus Share, as appropriate, as derived from the Official List;
'Davy Corporate Finance'	Davy Corporate Finance, a wholly owned subsidiary of J&E Davy, trading as Davy;
'EGM'	the extraordinary general meeting of Ryanair (or any adjournment thereof) to be held for the purpose of considering, and if thought fit passing, the Ryanair Shareholder Resolutions;
'ESOT'	the Aer Lingus Employee Share Ownership Trust;
'Euro' or '€'	the single currency of member states of the European Union that adopt or have adopted the Euro as their currency in accordance with legislation of the European Union relating to European Economic and Monetary Union;
'Financial Regulator'	the Irish Financial Services Regulatory Authority;
'Form of Acceptance'	the form of acceptance or other acceptance documents which will accompany the Offer Document;
'Initial Closing Date'	3.00 p.m. (Dublin time) on the date fixed by Ryanair as the first closing date of the Offer, unless and until Ryanair in its discretion shall have extended the initial offer period, in which case the term 'Initial Closing Date' shall mean the latest time and date at which the initial offer period, as so extended by Ryanair, will expire or, if earlier, the date on which the Offer becomes or is declared unconditional in all respects;
'IPO' or 'Initial Public Offering'	the initial public offering of Aer Lingus Shares undertaken in accordance with the IPO Prospectus;
'IPO Prospectus'	the prospectus issued by Aer Lingus dated 12 September 2006 in connection with the IPO;
'Ireland'	Ireland, excluding Northern Ireland and the word Irish shall be construed accordingly;
'Irish Stock Exchange'	the Irish Stock Exchange Limited;
'Issued Share Capital of Aer Lingus'	the entire issued ordinary share capital of Aer Lingus being 533,954,468 Aer Lingus Shares as at 28 November 2008, the last Business Day prior to the date of this announcement;
'Japan'	Japan, its cities, prefectures, territories and possessions and all areas subject to its jurisdiction or any sub-division thereof;
'London Stock Exchange'	London Stock Exchange plc;
'Morgan Stanley'	Morgan Stanley & Co. Limited;
'Offer'	the Cash Offer to be made by the Offeror for the entire issued and to be issued share capital of Aer Lingus on the terms and subject to the conditions set out in this announcement and to be set out in the Offer Document and the Forms of Acceptance, and where the context so permits or requires, any subsequent revision, variation, extension or renewal thereof;
'Offer Document'	the document to be sent to Aer Lingus Shareholders containing the terms and conditions of the Offer;
'Offer Period'	the period commencing on the date of this announcement;
'Offeror'	Coinside;
'Offeror Group'	Ryanair and its subsidiary undertakings, including Coinside;
'Official List'	the Official List of the Irish Stock Exchange and/or the Official List of the UK Listing Authority, as the context so requires;
'Panel'	the Irish Takeover Panel established under the Irish Takeover Panel Act 1997;
'Ryanair'	Ryanair Holdings plc, a public limited company incorporated in Ireland or, where the context so admits, any wholly owned subsidiary of Ryanair Holdings plc;
'Ryanair Group'	Ryanair and its subsidiary undertakings and associated undertakings;
'Ryanair Shareholder Resolutions'	the passing at the EGM of such resolutions as may be necessary to approve, implement and effect the Offer;
'SEC'	the Securities and Exchange Commission of the United States;
'South Africa'	the Republic of South Africa, its provinces, possessions and territories, and all areas subject to its jurisdiction and any political sub-division thereof;
'Takeover Regulations'	the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006;
'Takeover Rules'	the Irish Takeover Panel Act, 1997, Takeover Rules 2007, as applied, with amendments, by the Takeover Regulations, or any of them as the context may require;
'UK Listing Authority'	the Financial Services Authority of the United Kingdom acting in its capacity as competent authority for the purposes of Part VI of the UK Financial Services and Markets Act 2000;
'United Kingdom' or 'UK'	the United Kingdom of Great Britain and Northern Ireland;
'United States' or 'US'	the United States of America its territories and possessions, any state of the United States and the District of Columbia and all other areas subject to the jurisdiction of the United States of America;