AUGUST 18TH, 2015

IAG: Aer Lingus Offer declared wholly unconditional

Aer Lingus Group plc (“Aer Lingus”) will become part of International Airlines Group (“IAG”).
IAG has received confirmation of the valid acceptance of its Offer for Aer Lingus in respect of all the Aer Lingus shares held by the Ryanair Group. Ryanair’s acceptance was a condition of the Offer which is now wholly unconditional as all the conditions have been satisfied.
IAG chief executive Willie Walsh said: “We’d like to welcome Aer Lingus into IAG. It will remain an iconic Irish brand with its base and management team in Ireland but will now grow as part of a strong, profitable airline group. This means new routes and more jobs benefitting customers, employees and the Irish economy and tourism”.
Level of acceptances
As at 1300 (Irish time) on 18 August 2015, AERL Holding Limited (“AERL Holding”), the wholly owned subsidiary of International Consolidated Airlines Group, S.A., had received valid acceptances of the Offer for 517,490,180 Aer Lingus shares, representing 95.77 per cent of the existing issued share capital of Aer Lingus.
Offer status
The Offer will remain open for acceptance until the final closing date of 1500 (Irish time) on 1 September 2015. Aer Lingus shareholders who have not yet accepted the Offer are encouraged to do so without delay.
Delisting and re-registration of Aer Lingus as a private company
AERL Holding is in receipt of valid acceptances in respect of more than 75 per cent of Aer Lingus shares and the Offer is wholly unconditional. As such, AERL Holding will request Aer Lingus to apply for cancellation of its share listings by the Irish Stock Exchange and UK Listing Authority and the cancellation of the admission to trading of Aer Lingus shares on the Irish Stock Exchange and London Stock Exchange. It is anticipated that cancellation of listing and trading will take effect no earlier than 0800 (Irish time) on 17 September 2015. AERL Holding also intends to take the necessary steps to acquire compulsorily any outstanding Aer Lingus shares and to re-register Aer Lingus as a private company.
Interests in relevant securities
As at the close of business on 17 August 2015, being the last practicable date prior to this announcement, neither AERL Holding nor any person acting in concert with AERL Holding were interested in any relevant Aer Lingus securities, apart from those below (excluding as exempt principal trader not requiring disclosure).
‒ Willie Walsh was interested in 10,616 Aer Lingus shares;
‒ Goodbody Stockbrokers (save as exempt principal trader not requiring disclosure) was interested in 593,440 Aer Lingus shares; and
‒ Maura Roe (a partner in William Fry) was interested in 3,500 Aer Lingus shares.
Acceptances have been received from Maura Roe, Goodbody and Willie Walsh. In respect of Maura Roe and Willie Walsh, acceptance has been received for their entire beneficial holding of relevant Aer Lingus securities and in respect of Goodbody, 583,440 relevant Aer Lingus securities.
Settlement of consideration
All Aer Lingus shareholders who have validly accepted the Offer by 1300 (Irish time) on 18 August 2015 will be paid on or before 1 September 2015. Shareholders who accept after this time but while the Offer remains open for acceptances will be paid within 14 days after the date of their acceptance. Payment will be made in the manner described in the Offer Document and in accordance with the requirements of the Irish Takeover Rules.
The Offer document containing the full terms and conditions of the recommended cash offer by AERL Holding for the entire issued and to be issued ordinary share capital of Aer Lingus was posted to Aer Lingus shareholders on 19 June 2015 (“Offer Document”).
Defined terms which are not defined in this announcement have the same meaning given to them in the Offer Document.