Q&A – Replacement of CREST with Euroclear Bank for electronic settlement of trading in Ryanair Holdings plc’s Ordinary Shares is available at click here

 

Brexit and non-EU shareholders

 

The Board of Ryanair Holdings Plc passed resolutions to protect the company’s EU airline licences post-Brexit. For further details  click here

 

Ryanair Holdings Plc restricts non-EU voting rights to protect its EU airline licences post Brexit. For further details  click here

 

 

Q&A

 

How does Brexit affect my rights as a shareholder?

  • EU law requires Ryanair to be majority owned and controlled by EU nationals. EU nationals are nationals of Member States for the purposes of Article 4 of EU Regulation 1008/2008 (as amended from time to time) being the member states of the European Union, Switzerland, Norway, Iceland and Liechtenstein.
  • As a result of Brexit, with effect from 1 January 2021 UK nationals ceased to qualify as EU nationals.
  • Without implementing the measures announced by Ryanair on 11 March 2019 and 29 December 2020 in relation to the restrictions on non-EU shareholders’ ability to attend, speak or vote at shareholders’ meetings, Ryanair would have ceased to be majority owned and controlled by EU nationals, meaning our EU airline licences would have been at risk.

 

I am a UK national shareholder. Will I be forced to sell my pre-Brexit ordinary shares?

  • Even though the Board has power under Article 41(J) of Ryanair’s Articles of Association to require a sell-down of ordinary shares by non-EU shareholders, we are not planning any such forced sell-down in respect of ordinary shares which are owned by a UK shareholder and have been held continuously by the same shareholder since a date before 1 January 2021.

 

If UK shareholders are not being forced to sell their pre-Brexit ordinary shares, what is the effect of Brexit on these shares?

  • Post Brexit, UK shareholders may continue to hold the ordinary shares which they owned prior to 1 January 2021 but these ordinary shares have lost their voting rights under Article 41(J) of Ryanair’s Articles of Association.
  • Since February 2002, non-EU nationals have been prohibited from acquiring ordinary shares and so when a UK shareholder decides to dispose of their ordinary shares, those shares may only be transferred to an EU national.
  • The combination of these two restrictions will mean that Ryanair will continue to be majority EU owned and controlled post Brexit.

 

Are UK nationals permitted to buy ordinary shares post Brexit?

  • Since February 2002, non-EU nationals have been prohibited from acquiring ordinary shares but permitted to acquire American Depositary Receipts (“ADRs”) in respect of the ordinary shares.
  • From 1 January 2021, UK nationals may continue to acquire ADRs but cannot acquire ordinary shares.

 

Are UK nationals able to convert their ordinary shares to ADRs post Brexit?

  • No, there is no conversion option available.

 

Is Ryanair creating a new class of shares post Brexit?

  • No, Ryanair only has one class of shares in issue – ordinary shares.
  • Non-EU nationals are not allowed to vote their ordinary shares post Brexit, but EU nationals are still allowed to vote their ordinary shares.
  • Where a non-EU national disposes of their ordinary shares to an EU national, the EU national will be entitled to vote in respect of the acquired ordinary shares.

 

I hold ADRs, can I vote post Brexit?

  • ADRs represent ordinary shares. ADRs which are owned by non-EU nationals are therefore also prohibited from voting as of 1 January 2021.

 

Have you looked at other legal remedies?

  • Restricting the voting rights of non-EU shareholders and continuing the prohibition on the sale of ordinary shares to non-EU nationals, are the fairest and most appropriate measures to maintain our regulatory compliance while protecting the value of our shareholders’ investment in Ryanair.

 

I’m not comfortable with having lost voting rights, what are my options?

  • There are no other options, you are free to sell your ordinary shares or ADRs in the market at any time.

 

Was this proposal put to a shareholder vote at the AGM?

  • No, the power to restrict the voting rights and the acquisition of ordinary shares by non-EU nationals has been in Ryanair’s Articles of Association since incorporation.
  • The above measures require a Board decision and not a shareholder vote.

 

 

The above should not be construed as legal or other professional advice. Shareholders should seek their own professional advice in relation to the above matters.

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