Offer by Ryanair Holdings plc (“Ryanair”) for Aer Lingus Group plc (“Aer Lingus”)
The Panel has considered whether a statement made by Ryanair in an announcement released on 20 October, 2006 complied with Rule 19.1 (standards of care) of the Irish Takeover Panel Takeover Rules. The statement in question is:
“…. Aer Lingus employees will realise over €220m from the sale of their Aer Lingus Shares. This represents an average of over €60,000 for each employee”.
Rule 19.1 requires inter alia that every document or statement issued in connection with an offer by the offeror or the offeree meets the same standards of accuracy, completeness and fair presentation as would be required of a prospectus. Furthermore, the Rule requires that every document and statement shall clearly state the source for any fact which is material to any argument contained in it, including sufficient detail to enable the significance of the fact to be assessed.
While some of the assumptions underpinning the figures in the statement are set out in the announcement, the Panel decided that sufficient detail on the assumptions underpinning the figures in the statement was not disclosed. Consequently, Aer Lingus shareholders were provided with insufficient detail to enable them to assess the significance of this statement. As such, the statement did not satisfy the standards of completeness required under Rule 19.1(a) and (b). Consequently, the Panel ruled that the statement breached Rule 19.1(a) and (b).
The Panel notes that the announcement also refers to:
“…. ESOT Members realising over €186 million for their Aer Lingus Shares, which equates to an estimated average of €60,000 per ESOT Member”.
In this regard, it should be noted that an announcement made by Aer Lingus ESOP Trustee Limited on 26 October stated that based on the offer price, the average proceeds before tax but after repayment of borrowing costs which would be realised for each member by the ESOT if the Ryanair offer is accepted would be:
Employee members: €38,864 on average per member
Ex-employee members: €13,915 on average per member.
