Overnight Qantas have released the below media
release, confirming that Qantas and
British Airways are exploring a potential dual listed company merger.
SYDNEY, 3 December 2008: In response to recent media speculation,
Qantas Airways Limited
confirms that it is exploring a potential merger with British Airways
plc via a dual-listed company
There is no guarantee that any transaction will be forthcoming and a
further announcement will be
made in due course, if appropriate.
Any transaction would also comply fully with Qantas’ obligations under
the Qantas Sale Act and
Australia’s international Air Services Agreements.
Dealing Disclosure Requirements
The proposed combination is subject to the
United Kingdom’s City Code on Takeovers and
Mergers (the ‘Code’).
Under the provisions of Rule 8.3 of the
Code, if any person is, or becomes, ‘interested’ (directly or
indirectly) in 1% or more of any class of
‘relevant securities’ of British Airways or of Qantas, all
‘dealings’ in any ‘relevant securities’ of
those companies (including by means of an option in
respect of, or a derivative referenced to, any
such ‘relevant securities’) must be publicly disclosed
by no later than 3.30 pm (London time) on
the London business day following the date of the
relevant transaction. This requirement will
continue until the date on which the offer becomes, or is
declared, unconditional as to acceptances,
lapses or is otherwise withdrawn or on which the ‘offer
period’ otherwise ends. If two or more
persons act together pursuant to an agreement or
understanding, whether formal or informal,
to acquire an ‘interest’ in ‘relevant securities’ of British
Airways or of Qantas, they will be deemed to
be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the
Code, all ‘dealings’ in ‘relevant securities’ of British Airways
or Qantas by British Airways or Qantas, or
by any of their respective ‘associates’, must be
disclosed by no later than 12.00 noon
(London time) on the London 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, and the number of such
securities in issue, can be found on the website of the UK’s
Panel on Takeovers and Mergers (‘Panel’) at www.thetakeoverpanel.org.uk.
‘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,
Terms in quotation marks are defined in the
Code, which can also be found on the Panel’s website.
If you are in any doubt as to whether or not
you are required to disclose a ‘dealing’ under Rule 8,
consult the Panel.