RYANAIR LIFTS
PROHIBITION
ON NON-EU NATIONALS PURCHASING
ORDINARY SHARES
As previously advised, Ryanair
Holdings plc (the "Company") must ensure continued
compliance by its EU airline subsidiaries
with EU Regulation 1008/2008, which requires the Company to be
majority EU owned and controlled (see, for example:
https://investor.ryanair.com/investors-shareholders/ownership-limitations/).
On 5 February 2002, the Company
announced that all Ordinary Shares acquired in trades occurring
after 7 February 2002 by parties who do not certify that they are
EU nationals at the time of settlement, would be designated as
Restricted Shares in accordance with the Articles of Association of
the Company and the relevant investor would be required to dispose
of such shares to an acquirer who is an EU national (the
"Purchase
Prohibition"). Since 1 January 2021, as a consequence
of Brexit, the Purchase Prohibition has also applied to UK
nationals.
On 29 December 2020, the Company
announced that from 1 January 2021 all Ordinary Shares and
Depositary Shares held by or on behalf of non-EU nationals
(including UK nationals) would be treated as Restricted Shares and
that holders of Restricted Shares would not be permitted to attend,
speak or vote at the Company's general meetings in respect of those
Restricted Shares (the "Voting
Restrictions").
On 12 September 2024, the Company
announced that, in anticipation of reaching
the threshold of 50% of issued share capital
being held by EU nationals, the Company
would undertake a review of its ownership and control restrictions,
including engagement with investors and regulators, with a view to
potentially varying the current approach in a manner that continues
to ensure compliance with EU Regulation 1008/2008 (the
"O&C
Review").
The O&C Review has now been
completed and EU nationals now hold more than 50% of the
Company's issued share capital. Taking into account feedback from investors representing
a significant majority of the Company's issued share capital, and
the Company's regulators, the Board of the Company has today
resolved that it is in the best interest of the Company and
shareholders as a whole to:
1)
discontinue the Purchase Prohibition with immediate
effect;
2)
continue to apply the Voting Restrictions;
3)
update the market as appropriate on the proportion of the Company's
issued share capital held by EU nationals; and
4) if
required, reintroduce the Purchase Prohibition at an appropriate
time to ensure that the proportion of the Company's issued share
capital held by EU nationals is at least 20%.
For the avoidance of
doubt:
· both EU and non-EU nationals can now invest in Ryanair Holdings
PLC via Ordinary Shares listed on Euronext Dublin and/or Depositary
Shares listed on Nasdaq;
· those who have received Restricted Share Notices which require
them to dispose of their Restricted Shares are no longer required
to comply with such disposal instructions;
· the Voting Restrictions will continue to apply until such time
as the Board determines that it is possible to vary or remove such
restrictions without there being any risk to the airline licences
held by the Company's subsidiaries pursuant to EU Regulation
1008/2008;
· notwithstanding the powers vested in the chairman of general
meetings of the Company pursuant to Article 41(J)(i) of the
Articles of Association, the chairman will not vote any Restricted
Shares at any meeting of the Company; and
· the Board shall retain its ability to utilise all of the powers
available under the Company's Articles of Association in the face
of any risk to the airline licences held by the Company's
subsidiaries pursuant to EU Regulation 1008/2008.
END
This announcement contains inside
information.
For further information, please
contact:
Ryanair Holdings plc, Jamie
Donovan, Head of Investor Relations, Tel: +353 (0) 1 945
1212
Certain of the information included
in this release is forward looking and is subject to important
risks and uncertainties that could cause actual results to differ
materially and that could impact the price of Ryanair's
securities. It is not reasonably possible to itemise all of
the many factors and specific events that could affect the outlook
and results of an airline operating in the European economy and the
price of its securities. Among the factors that are subject
to change and could significantly impact Ryanair's expected results
and the price of its securities are the airline pricing
environment, fuel costs, competition from new and existing
carriers, market prices for the replacement of aircraft, costs
associated with environmental, safety and security measures,
actions of the Irish, U.K., European Union ("EU") and other
governments and their respective regulatory agencies, post-Brexit
uncertainties, any further change in the restrictions on the
ownership of Ryanair's ordinary shares and the voting rights of its
shareholders and ADR holders, including as a result of regulatory
changes or the actions of Ryanair itself, weather related
disruptions, ATC strikes and staffing related disruptions, delays
in the delivery of contracted aircraft, fluctuations in currency
exchange rates and interest rates, airport access and charges,
labour relations, the economic environment of the airline industry,
the general economic environment in Ireland, the U.K. and
Continental Europe, the general willingness of passengers to travel
and other economics, social and political factors, global pandemics
such as Covid-19 and unforeseen security events.
