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 structure. 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the ‘offer period’ otherwise ends.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, securities. 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, you should consult the Panel.
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