Aer Lingus must hold egm, says Ryanair

Ryanair said yesterday that Aer Lingus's board of directors does not have the discretion to reject a request from the company for an extraordinary general meeting (egm) to be held to consider the Shannon-Heathrow issue.

Michael O'Leary submitted a new motion for an egm to Aer Lingus's management that he said should eliminate any concerns that Ryanair was acting in an anti-competitive manner.

"We've taken Belfast out of the equation and just want to reverse this decision to end services on a profitable route," he said.

Mr O'Leary pointed to the fact that Aer Lingus's operating profit for the first six months of this year was just €2.6 million. "Now they want to take away a profitable route," he said.

Ryanair's motion states that in view of the decline in Aer Lingus's profits for the first half of this year, that it was "directed to take such actions as may be required to preserve" its profitable Shannon-Heathrow services and "explore the €4 million per annum of additional cost reductions recently identified by the Shannon Airport Authority to enhance shareholder returns".

Ryanair sent a three-page letter to Aer Lingus chairman, John Sharman, rebutting claims made by the former State-owned company last Friday when it rejected Mr O'Leary's original request for an egm.

Jim Callaghan, Ryanair's company secretary, said the directors of Aer Lingus do not have discretion in rejecting an egm request from its biggest shareholder. He added that a failure to hold an egm by Aer Lingus directors represented a breach of their statutory duties.

"Since this rejection of an egm request from a qualifying shareholder is unlawful, each of the directors of Aer Lingus is in wilful breach of their statutory duty," Mr Callaghan said.

He added that the Aer Lingus directors would be "personally liable" for this "patent breach of their obligations towards shareholders".

Mr Callaghan said the retention of the Shannon-Heathrow route "promotes rather than reduces" competition between the two airports.

Aer Lingus declined to comment. Senior executives are in the UK this week on investor roadshows. The airline, however, is expected to hold its current line.

Dermot Mannion has 21 days to respond to Ryanair's latest request and three months from yesterday to hold such an egm.

Mr O'Leary said he would give Aer Lingus every opportunity to explain the rationale for moving the Heathrow flights.

"There may well be a case for this and it's one of the reasons why we're calling an egm," he said. "We don't know the answers to this."