This Bill before the Seanad today represents both an end and a beginning.
In July of this year, when the Government accepted the broad thrust of the Strategy for the Future, we stated that, once the necessary decisions were taken by management and the workforce, we would support Aer Lingus in so far as we could contribute. The capital injection of £175 million, for which this Bill provides, represents a major injection of scarce taxpayers' funds. As shareholder, the Government is now making its contribution to restructuring the airline and helping to secure its long term future. This represents the final stage in the agreement on implementing the Strategy for the Future. To that extent, the Bill represents the end of a process.
But the Bill also represents a beginning. As a result of the agreement on the implementation of the strategy, Aer Lingus will be a fitter company. In addition, this Bill provides for the restructuring of Aer Lingus. In many respects, therefore, the new year heralds a new start for Aer Lingus.
At this point, I will set out the policy background against which this Bill was drafted. Aer Lingus has been a critical part of our commercial semi-State sector, a sector which has been fostered and encouraged to develop by successive Governments. This sector has played a vital role in the development of our economy since the foundation of the State and has led the way in economic progress. While the achievements of the commercial semi-State companies should be acknowledged, so too must their shortcomings be recognised and rectified.
The mutual commitment and co-operation between the Government and Aer Lingus has in the past proved to be enormously successful with benefits for all those involved; the Government, the employees of the airline and the taxpayer. However, the context in which that co-operation will continue has changed fundamentally and irrevocably. The whole airline industry is now operating in a changed scenario.
The direction of change in world aviation is irreversibly towards greater liberalisation and free trade. The rate at which this will be achieved is still uncertain. However, what is not uncertain is that airlines must be cost competitive to stay in business in a much tougher marketplace. Aer Lingus is no exception to this rule. It is now facing more intense competition from low cost airlines on all its routes. It has no alternative but to reduce its costs to meet these new challenges. That is the background against which the Government's approach to the financial restructuring of Aer Lingus must be viewed. I will now deal with the restructuring itself.
On my appointment as Minister for Transport, Energy and Communications in January of this year I quickly realised that Aer Lingus was facing a rapidly deteriorating financial situation. In response to this and following consultation with my Government colleagues, I announced the appointment of an executive chairman and gave him executive responsibility to take whatever action was necessary, with immediate effect, to restore the company to commercial viability.
In the view of both the executive chairman and myself, a partnership approach was essential in the difficult task ahead. In pursuance of that, a special task force was established in Aer Lingus, with almost 40 consultative working groups, to make recommendations on every aspect of the Aer Lingus system and operations. In addition, a company-wide open forum consultative process was initiated to facilitate input from staff. On 13 June the board of Aer Lingus presented to the Government, its shareholder, a strategy to return the company to commercial viability, entitled Strategy for the Future. The strategic plan submitted by Aer Lingus in June provided the Government with an accurate and up to date assessment of the scale and nature of the company's problems. It indicated there were severe financial difficulties and that operating losses were running at unprecedented and unsustainable levels.
Group profits of £28 million in the year ended 31 March 1990 have been transformed into losses of £188 million, including restructuring costs, in the year ended 31 March 1993. Shareholders' funds have fallen from £443 million to £93 million in the same period; in the Strategy for the Future, they are forecast to fall to £36 million in the current financial year. The group has, in fact, been losing over £1 million a week. The annual accounts for the year ended 31 March 1993, published in October, confirmed the picture painted in the Strategy for the Future.
The group's main problems have been in the air transport division, which has had significant losses over the past four years. In addition, the profit performance of the other divisions in the group deteriorated progressively as a result of increased competition and the international economic recession. This meant they were incapable of supporting the losses in the core airline business and the full impact of the airline's losses were no longer cushioned by profits generated elsewhere.
On 22 June last, in keeping with the partnership approach to which I referred earlier, the Cabinet sub-committee on aviation met the Irish Congress of Trade Unions to discuss Aer Lingus' strategy. That meeting was very constructive and vital in the whole process of reaching agreement on the implementation of the restructuring programme. As I outlined to this House before, it was recognised and agreed at that meeting that, first, the underlying financial position of the company was very grave and unsustainable; second, the core airline business would have to be returned to operating viability; third, all sides were committed to achieving the essential reduction in employee numbers which this entailed through a voluntary scheme; fourth, the question of participation by Aer Lingus employees in the future success of the company should be explored as a tangible form of recognition for the additional contribution being asked of the workforce at present; and finally, a special enterprise development unit would be set up right away, to consist of representatives of the unions and Aer Lingus, together with the IDA, Fingal County Council, FÁS and the Department of Enterprise and Employment, to identify new employment opportunities within the Aer Lingus structure.
On 6 July last, the Government endorsed the broad strategy set out in the Strategy for the Future and agreed, subject to certain conditions, to make a major contribution to the achievement of the strategy's goal — the restoration of commercial viability to the company. Since then, I am pleased to say, substantial progress has been made.
It is an essential part of the strategy of Aer Lingus that the airline's annual operating costs must be reduced by £50 million to restore it to commercial viability. The Government made this a condition of providing £175 million in equity. We did not stipulate how the savings should be achieved but pointed out that this was a matter for negotiation between the management and unions.
Aer Lingus management and the unions engaged in vigorous and forceful negotiations on the implementation of the cost cutting measures in the strategy. Those negotiations reached a successful conclusion which was emphatically endorsed by a large majority of the workforce. I would like to take this opportunity to pay tribute to the negotiating teams who worked long and hard to achieve agreement in a fair and reasonable way. The professional facilitation provided by the Labour Relations Commission staff in the negotiation and conciliation process was crucial and I would like to commend them also for their work.
Successive Governments have endorsed the decision of Aer Lingus to expand into businesses which were not part of the core activity. This strategy of diversification was aimed at underpinning the notoriously cyclical airline business. It provided profits in buoyant market conditions. However, these ancillary businesses, particularly hotels, have increasingly been subject to the same cyclical downturns as the airline itself, thus weakening their ability to cushion the airline in recessionary times. They also tend to have large capital requirements which compete with those of the airline and which can no longer be met from group resources.
In the current circumstances, it is time for Aer Lingus to divest itself of many of these businesses, so that the group can strengthen its currently weak balance sheet and management can concentrate their energies and attention on the core air transport business. Accordingly, the judicious disposal of a number of assets which are not essential to the core business is an essential part of the Strategy for the Future. This programme of disposal of non-core assets will be an orderly one and not a fire sale one. I must emphasise that the sale by Aer Lingus of any of its subsidiaries is primarily a commercial matter for the company.
Some subsidiaries such as TEAM and Airmotive have considerable synergy with the airline. In these cases, joint venture partnerships to assist the development of the companies concerned are the preferred option of Aer Lingus.
Let me now turn to the question of Shannon and where it fits into the Aer Lingus strategy. Aer Lingus and Shannon have grown up and developed together to such an extent that Aer Lingus accounts for 70 per cent of North Atlantic scheduled services through Shannon, despite the advent of other scheduled services in recent years. Without Aer Lingus, the future of Shannon would be bleak. However, as I pointed out last week in the Dáil, Aer Lingus needs Shannon just as much as Shannon needs Aer Lingus.
For a variety of reasons, such as seasonality and intensive competition over London, the economics of a transatlantic operation for Aer Lingus are difficult. The company lost £12.9 million on its transatlantic operations last year. Without the changes proposed in this new Strategy for the Future, it would have lost a further £20 million this year. This was clearly unsustainable. Aer Lingus would have been forced to pull off its transatlantic routes altogether if action had not been taken.
The Aer Lingus package for Shannon is both imaginative and progressive and has the full support and approval of the Government because it represents a major commitment on the part of Aer Lingus to Shannon. For the first time Shannon will have its own transatlantic operation based in and managed from Shannon. Aer Lingus transatlantic services will stop and start at Shannon. There will be a year round daily New York service and a dedicated Shannon-New York service in the peak summer season. There will be no change in the current Boston service.
Aer Lingus is examining ways of developing new business, including significantly lowering fares from the US to extend the peak summer season and will work closely with local travel and tourism groups in the Shannon region. In addition, other marketing opportunities for the new low cost airline operation at Shannon will be exploited for other business in all markets, particularly in the off-peak period. Aer Lingus will base an extra aircraft at Shannon to operate a new early morning Shannon to Dublin service, greatly improving the service out of Shannon by providing new connections to six European and three UK-provincial destinations.
It has been said that the amendment to the Ireland/US air transport agreement heralded the end of Shannon as we know it. This criticism is ill-informed and, in fact, the opposite is the case. If we had not succeeded in getting the US authorities to agree to the amendment, there would have been a complete "open skies" regime between the US and Ireland with no requirement on US carriers to stop at Shannon ever again. This is because under the previous agreement signed in 1990, once one carrier operated a direct flight to Dublin, all carriers would be entitled to bypass Shannon. Thus, if the transatlantic proposals in the Aer Lingus strategy had been put in place without the bilateral agreement having been amended, the Shannon stop would have disappeared completely and Shannon's status would have been eroded.
An alliance with another carrier is frequently proposed as some sort of panacea for all Aer Lingus' ills. This is an unlikely scenario but, nevertheless, alliances are worth pursuing. Aer Lingus is confident that, when the route network is restored to profitability, the airline will be in a position to strengthen both its market and financial positions through alliances with other carriers feeding into the Aer Lingus system. Some marketing alliances have already been entered into. Earlier in the year, Aer Lingus concluded a memorandum of understanding involving a world-wide interline feed agreement with British Airways on passengers and a similar agreement has recently been concluded on freight. Aer Lingus will continue to search out strategic alliances. However, the company believes that it may have to wait until the strategy is fully operational and the airline has achieved the necessary financial targets so that it will be better placed in seeking a partner.
The Bill has three principal objectives. They are to authorise the Minister for Finance, as shareholder, to inject £175 million equity into Aer Lingus; to organise the group's corporate structure and to allow for employee profit sharing schemes.
The existing corporate structure of the Aer Lingus group has a number of shortcomings. It has developed largely for historical reasons. For a start, the Aer Lingus group does not exist as a legal entity. Aer Lingus, the airline, comprises two separate legal companies. Aer Lingus plc was incorporated in 1936 and operates air services within Ireland and between Ireland and Europe. Aerlínte Éireann plc was incorporated in 1947 and operates air services between Ireland and the United States. Although separate legal entities, the two companies share a common management and board of directors. The services of both companies are integrated under the marketing name of "Aer Lingus".
While the existing structure, with all its subsidiaries, may have been convenient in the past, it is now more of an encumbrance which causes confusion. The audited accounts of the two companies, Aer Lingus plc and Aerlínte Éireann plc, suffer greatly from a lack of transparency. This causes difficulties for the airline in its dealings with financial institutions.
There is no rationale for the present distribution of the various subsidiary companies between Aer Lingus and Aerlínte. Ownership of the subsidiaries was largely determined by tax considerations at the time each company was established. This has the effect of adding to the confusion about the group structure. The Strategy for the Future could not be successfully implemented without a corporate restructuring, to simplify the structure and to make the relationships between the companies in the group more transparent.
An exhaustive examination has taken place in recent years of options which would address the serious shortcomings of the present structure with a view to identifying the most appropriate corporate structure for the group. The Strategy for the Future proposed significant changes in the group's structure. The strategy envisages a reorganisation of the group into four separate companies: Aer Lingus; Aer Lingus-Shannon; Aer Lingus Express and a holding company for support and subsidiary companies. Aer Lingus will serve Ireland, the UK and continental Europe. Aer Lingus-Shannon, based at Shannon, will provide direct services to the US from Shannon directly and from Shannon through Dublin on current routes.
In keeping with its strategy of competing in all segments of the market, Aer Lingus intends to develop the concept of a low fare/low cost carrier, separately branded as Aer Lingus Express, to compete mainly in those segments of the UK market which are purely cost driven. I will refer to this later. Subsidiary and support companies within the Aer Lingus Group will become independent profit centres responsible for their own cost structures.
This Bill provides for the restructuring of the group by the establishment of a new company, Aer Lingus Group plc, as a holding company for the Aer Lingus group of companies. This holding company with be designated as an air company for the purposes of the Air Companies Acts. The Minister for Finance will transfer his shares in Aer Lingus plc and Aerlínte Éireann plc to Aer Lingus Group plc in exchange for shares in Aer Lingus Group plc. Aer Lingus and Aerlínte will then be wholly owned subsidiaries of Aer Lingus Group plc. Aerlínte will effectively become Aer Lingus Shannon.
The restructuring will preserve the essential character of the Group, including the primacy of the airline business. According to the memorandum of association of the new holding company, Aer Lingus Group plc, the first object of the company will be to carry on and foster the business and pursuit of air transportation in all forms, both within Ireland and internationally.
The matter of Aer Lingus Express has been a source of some comment. Concerns have been expressed in some quarters that Aer Lingus might use part of the £175 million to subsidise Aer Lingus Express. I want to repeat what I said in the other House during the debate on 14 December last on that matter, namely that Aer Lingus Express will be a standalone company operating on a fully commercial basis.
The Government will ensure that the Aer Lingus Express operation will be put in place only when the company can demonstrate in full detail, on both costs and revenues, that such a low cost operation can operate profitably in a competitive market. Aer Lingus will be required to submit a comprehensive business plan as part of the approval procedure. I have consistently and repeatedly made it clear that the Government's proposed investment in Aer Lingus is an essential part of a once-off financial restructuring package designed to restore the airline's commercial viability within a short period. There is and can be no question of the investment of £175 million being used to subsidise loss making routes. The Bill provides for the Government's proposed equity investment in Aer Lingus. The Minister for Finance will be authorised to take up shares to the value of £175 million in Aer Lingus Group plc. The capital investment will be made on a staggered basis, with £75 million in 1993, £50 million in 1994 and £50 million in 1995.
Section 2 provides that the share capital of Aer Lingus Group plc shall be such amount as may be determined from time to time by the Minister for Finance after consultation with myself or the Minister for Transport, Energy and Communications of the time.
Section 3 enables the Minister for Finance to exchange his shares in Aer Lingus plc and Aerlínte Éireann plc for shares in Aer Lingus Group plc. It also provides that Aerlínte Éireann's shares in Aer Lingus plc shall be exchanged for shares in Aer Lingus Group plc. These shares will then be redeemed by the holding company. Section 4 enables the Minister for Finance to subscribe for further shares in Aer Lingus Group plc up to £175 million.
The other main elements of the Bill include section 5 which provides for employee profit sharing schemes. Sections 6 and 7 provide that Aer Lingus Group plc shall be an air company within the meaning of the Air Companies Acts, 1966 and 1976 and that Aer Lingus plc and Aerlínte Éireann plc shall no longer be statutorily designated as air companies. Section 8 provides that the number of directors of Aer Lingus Group plc shall be 12 of whom four shall be worker directors elected under the Worker Participation (State Enterprise) Acts. Section 9 provides that the chairman and directors of Aer Lingus plc and Aerlínte Éireann plc, and any other such subsidiaries of Aer Lingus Group plc as the Minister may direct, shall be appointed by the Minister or by the chairman of Aer Lingus Group plc with the consent of the Minister. This also applies to Aer Rianta which is the second designated air company.
Section 13 amends the Worker Participation (State Enterprise) Acts, 1977 and 1988, to ensure that the provisions of those Acts apply fully to Aer Lingus Group plc. Provision is also made to ensure that the parts of the Worker Participation (State Enterprises) Act, 1988, dealing with worker participation below board level continue in Aer Lingus plc and Aerlínte Éireann plc. Section 14 provides for the extension to air companies and their subsidiaries of control on (1) the establishment or acquisition of subsidiaries; (2) the amount of investment in undertakings other than subsidiaries and (3) borrowing, by specifically extending the control to subsidiaries.
Section 16 provides that all moneys required by the Minister for Finance to meet sums payable under this Bill shall be paid out of the Central Fund. The Bill provides that the money shall be paid to a special account and issued from that account subject to such terms and conditions as the Minister for Finance may determine.
It was agreed at the meeting between the Cabinet sub-committee on aviation matters and the Irish Congress of Trade Unions on 22 June that the question of participation by the employees in the future success of the company should be explored as a tangible form of recognition for the additional contribution being asked of them. On 17 November 1993, agreement was reached between the Government, the Irish Congress of Trade Unions and affiliated unions representing employees in Aer Lingus on an imaginative arrangement for participation by employees in the company. Under this agreement, 10 per cent of the profits before tax will be allocated to the employees so that the employees can receive the equivalent of 10 per cent of the issued share capital of the company, split 50:50 between shares and cash.
Some 5 per cent of the shares of the company in issue will be issued to the employees up front, on a partly paid up basis in return for a nominal payment. The balance of the payment for the shares will be paid out of the additional distribution of profits. At the discretion of the employees, some or all of the 5 per cent cash payment may be used to accelerate the payment of the balance of the share price. Distribution will cease when the threshold of 10 per cent of the issued share capital has been reached. Section 5 gives effect to this agreement by providing for employee profit sharing schemes.
In view of my background, having served for a period as Minister for Labour, it goes without saying that I am a firm believer in worker participation. I believe that people at operative level have a vital contribution to make as to how the company should meet the competitive challenges facing it. I am, therefore, complying in full with the Worker Participation (State Enterprises) Acts of 1977 to 1991.
Section 8 provides that at group board level, where all the strategic policy decisions for the business will be taken, the provisions of the Worker Participation Acts will apply. Not only that but the section also provides that existing worker directors appointed by virtue of the relevant Acts will be appointed to be directors of the group board for the remainder of their terms.
I am also aware, as I am sure are Senators, that the worker participation legislation extends beyond representation at board level. In the discussions with the Irish Congress of Trade Unions, and the affiliated unions representing employees in Aer Lingus, I specifically undertook that structures for participation by employees within Aer Lingus would be strengthened.
Some suggestions were made when this Bill was originally published that I intended to exclude worker directors or representatives of employee interests from being members of subsidiary boards in the Aer Lingus Group. That was never my intention. I had always intended that representative employee interests would have a part to play on the boards of the main airline operating subsidiaries. In furtherance of that, I moved an amendment to the Bill in the other House to provide that the directors of the existing companies, that is Aer Lingus plc and Aerlínte plc, will include a representative of employee interests.
I wish to address the matter of the examination by the European Commission of the Government's investment in Aer Lingus. The Commission may decide in certain cases that aid may be granted to individual airlines which have serious financial difficulties provided certain conditions are met.
One of these conditions is that the aid must form part of a programme, to be approved by the Commission, to restore the airline's financial health so that it can, within a reasonably short period, operate viably without further State aid.
The Government forwarded the formal notification of the proposed investment in Aer Lingus to the European Commission in August of this year. The Commission decided today to authorise the Irish Government to inject £175 million equity into the air carrier Aer Lingus. This equity injection, to be carried out in three tranches, will enable Aer Lingus to implement a comprehensive restructuring plan over two years. After a thorough examination of the case, the Commission decided to consider the aid as compatible with the common market.
This is the first air transport State aid approved since full air liberalisation was introduced on 1 January of this year. I am very satisfied that I and my officials have managed to obtain the Commissioner's clearance in a very short time scale through several meetings and almost daily contact with Commissioner Matutes and his officials. Normally, the approval process would have taken significantly longer. I am particularly pleased that the very onerous conditions which at one time appeared likely to emerge did not materialise as a result of the Government's efforts The limited conditions which have been laid down by the Commission will apply for a relatively short period and, in any event, no later than 1995.
The terms of the Commission's decision should not restrict the airline's ability to operate commercially in accordance with its strategy which had been endorsed by the Government. This has been confirmed by the board and management of Aer Lingus with whom close liaison has been maintained at all times. The Commission's decision is a major step in the implementation of the future strategy of Aer Lingus which will pave the way for a successful commercial future for the airline. It is now up to all concerned in Aer Lingus to grasp the opportunities which lie before them.
Finally I express my appreciation of the efforts of the Aer Lingus board and management, the unions, MEPs and my officials over the past number of months in achieving such a successful outcome with the Commission under difficult circumstances. In bringing this Bill before the Oireachtas, the Government is fulfilling its commitment in the Programme for a Partnership Government to ensure the commercial future of Aer Lingus as part of our overall air transport policy. It is in Ireland's interest to have Aer Lingus as a substantial airline to serve trade, tourism and overall national needs. With this Bill and the full implementation of the strategy for the future, we will ensure that Aer Lingus will have a future of which we can be as proud as we are of its past. I commend the Bill to the House.