StockMarketWire.com - Ryanair (LON:RYA) has dropped its call for an EGM of Aer Lingus and published an open letter to the latter's board.

In the letter Ryanair says:

"On 1 November and again on 14 November 2011 Ryanair requisitioned an Extraordinary General Meeting ("EGM") of Aer Lingus to consider the following two resolutions:

"That the shareholders of the Company request its Board of Directors ("the Board") to immediately circulate to shareholders the Deloitte / McCann Fitzgerald report into the "leave and return" redundancy scheme which caused the Company to pay approx. €30m penalty to the Revenue from shareholders funds, in early 2011, at a time when the Airline had reported a PBT of just €33m for 2010;

"That the shareholders of the Company request the Board to confirm their unequivocal support for the CEO and CFO's recent statements to shareholders that the Company has no obligation to, and will not, make any additional payments to its defined contribution pension schemes, and furthermore that no such additional payments will be made without prior shareholder approval.

"Section 132 of the Companies Act 1963 confirms that the Board of Directors "shall" convene an EGM within 21 days of the receipt of a requisition from a shareholder of at least 10% of a company's share capital. In this case, Ryanair holds 29.8% of Aer Lingus and since our second requisition was dated 14 November you had until 5 December 2011 to convene the meeting.

"The issues raised in our notice are of significant interest to all shareholders and we believe that Aer Lingus should convene an urgent EGM to allow all shareholders an opportunity to express their views on the way in which the Company is approaching these issues, which we believe continues to act as a drag on shareholder value. We are extremely disappointed that Aer Lingus has again ignored our EGM requisition, which puts you in breach of Irish company law.

"This latest (third) failed attempt by Ryanair to requisition an EGM in order to protect shareholder value, again demonstrates that Aer Lingus is prepared to breach Irish company law and EU shareholder rights legislation in order to demonstrate that Ryanair is unable to exert any control or influence over how you operate the Company or squander shareholder funds.

"Aer Lingus has suffered a substantial loss as a result of the failed "leave and rehire" scheme. This revenue penalty of €30m (which was paid just 3 months after a gift of €25m to the ESOT) is extraordinary in a year when your pre-tax profit was just €33m. The Board has obtained a report from Deloitte and McCann FitzGerald, paid for from shareholder funds but has repeatedly refused to circulate it to your shareholders, despite the fact that some major shareholders will already be aware of its contents by virtue of their Board representation. This "cover up" is unacceptable to other shareholders who are not being treated equally."

At 9:07am: (LON:RYA) Ryanair Holdings PLC share price was +0.04p at 3.79p


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