Aer Lingus Group Plc -v Irish Takeover Panel [2013] IEHC 428 (26 July 2013)

Aer Lingus Group Plc -v Irish Takeover Panel [2013] IEHC 428 (26 July 2013)

The expression 'firm intention to make an offer' in Rule 35.1(a) refers exclusively to an announcement under Rule 2.5. The Ryanair announcement of 29 August 2012 was not a firm intention announcement but a possible offer under Rule 2.4. The Panel's interpretation was correct, and the 12-month moratorium commenced from the date the offer lapsed, 29 August 2012.

Citation
[2013] IEHC 428
Parties
Applicant: Aer Lingus Group Plc; Respondent: Irish Takeover Panel; Notice Party: Ryanair Holdings PLC; Notice Party: Coinside Limited
Jurisdiction
Ireland
Judgment Date
26 July 2013
Procedural Posture
Judicial Review / Application for Leave and Substantive Hearing (telescoped)
Outcome
Application refused
Legal Topics
Takeover Regulation, Interpretation of Takeover Rules, Judicial Review of Regulatory Decisions
Company Law Administrative Law European Union Law Takeover Regulation Interpretation of Takeover Rules Judicial Review of Regulatory Decisions

Case Brief

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Parties

Aer Lingus Group Plc

Applicant

Irish Takeover Panel

Respondent

Ryanair Holdings PLC

Notice Party

Coinside Limited

Notice Party

Procedural Posture

Judicial Review / Application for Leave and Substantive Hearing (telescoped)

Legal Issues

  1. 1 Interpretation of Rule 35.1(a) of the Takeover Rules regarding the commencement of a 12-month moratorium after a lapsed offer
  2. 2 Whether the Panel's reading of 'firm intention to make an offer' is correct under the rules
  3. 3 Application of General Principle 6 from the Takeover Directive

Ratio Decidendi

The expression 'firm intention to make an offer' in Rule 35.1(a) refers exclusively to an announcement under Rule 2.5. The Ryanair announcement of 29 August 2012 was not a firm intention announcement but a possible offer under Rule 2.4. The Panel's interpretation was correct, and the 12-month moratorium commenced from the date the offer lapsed, 29 August 2012.

Court Disposition

Application refused

Orders

  • Leave to challenge the Panel's ruling of 20 May 2013 is refused