Ryanair Holdings plc
Share buy-back
programme
Ryanair Holdings plc (the "Company")
announces that it has entered into arrangements with its brokers,
Citigroup Global Markets Europe AG ("Citi") and J&E Davy
Unlimited ("Davy") to commence a share buy-back programme to
repurchase on its behalf, ordinary shares of €0.006 each (the
"Shares") including Shares underlying American Depositary Shares,
during the period commencing on 21 May 2024 and ending not later
than 31 October 2024 (the "Programme").
The maximum consideration payable by
the Company in respect of repurchases of Shares and repurchases of
Shares underlying American Depositary Shares under these
arrangements is €700 million.
The Programme will at all times be
conducted in accordance with (and within the parameters prescribed
by) the Company's general authority to repurchase Shares as
approved by shareholders at the Company's AGM on 14 September 2023
(and as such authority may be renewed and/or amended) and Chapter 9
of the Euronext Dublin Listing Rules. The purpose of the Programme
is to reduce the share capital of the Company. All Shares
repurchased will be cancelled.
Citi will purchase Shares, not
underlying the American Depositary Shares, on behalf of the Company
(on a riskless principal basis) on Euronext Dublin. Citi will
repurchase these Shares for a maximum consideration of up to €300
million and will make trading decisions independently of the
Company within certain pre-set parameters. The repurchase of these
Shares will be conducted in accordance with the parameters
prescribed by the relevant provisions of the Market Abuse
Regulation 596/2014/EU and the Commission Delegated Regulation (EU)
2016/1052.
Davy will purchase Shares underlying
American Depositary Shares on behalf of the Company (on a riskless
principal basis and through the acquisition of American Depositary
Shares on Nasdaq). Davy will purchase Shares underlying the
American Depositary Shares for a maximum consideration of up to
€400 million and save where otherwise agreed with the Company, Davy
will make trading decisions independently of the Company within
certain pre-set parameters. The repurchase of Shares underlying the
American Depositary Shares as part of the Programme will be
conducted in accordance with Rule 10b-18 and Rule 10b5-1 under the
Securities Exchange Act of 1934, as amended.
The timing, the actual number of
Shares repurchased, and the split between Shares and Shares
underlying American Depositary Shares repurchased, will be
dependent on market conditions, legal and regulatory requirements
and the other terms and limitations contained in the
Programme.
Separately,
the Programme may be supplemented by the purchase of
Shares, not
underlying the American Depositary Shares, by way of
block trades conducted outside the United States and in accordance
with the Company's general authority to repurchase Shares. The
maximum consideration that may be paid in respect of
Shares underlying the American
Depositary Shares as part of the Programme will be
reduced by the corresponding amount of capital returned through
such block trades. Such block trades will be targeted at Shares
held by or on behalf of non-EU nationals which are treated as
"Restricted Shares" (within the meaning of the Company's Articles
of Association), the purpose of which is to further reduce the
proportionate number of Shares held by or on behalf of non-EU
nationals in an effort to achieve a level of EU national ownership
which would facilitate the removal of the voting restrictions
at general meetings to which Shares held by non-EU nationals have
been subject since 1 January 2021.
As at 31 March 2024, EU nationals
owned 100% of the Shares with voting rights and approximately 48%
of the Shares with economic rights (in each case assuming
conversion of all outstanding American Depositary into
Shares).
Enquiries:
Contact:
Peter Larkin
Head of Investor Relations
Ryanair Holdings plc
Tel: +353 1 945 1212