Q&A – Hard Brexit & Non-EU shareholders

 

How would hard Brexit affect my rights as a shareholder?

  • EU law requires Ryanair to be majority owned and controlled by EU nationals.
  • In the event of a hard (or no-deal) Brexit, our UK shareholders may become non-EU nationals, and this may result in Ryanair (for a temporary period) being majority non-EU owned and controlled, our EU airline licence might be at risk.

 

I am a UK national shareholder. Will I be forced to sell my shares?

  • No. Even though the Board has power under Article 41(J) of Ryanair’s Articles of Association to require a sell-down of shares by non-EU shareholders, we are not planning any such sell-down in a hard Brexit scenario.

 

If UK shareholders will not be forced to sell their shares, what will happen to these shares in a hard Brexit?

  • UK shareholders may continue to hold shares post Brexit, but these shares will lose their voting rights under Article 41(J) of Ryanair’s Articles of Association.
  • When a UK shareholder decides to sell post a hard Brexit they will only be permitted to sell to an EU national.
  • The combination of these two restrictions will mean that Ryanair will continue to be majority EU owned and controlled post hard Brexit.

 

Will UK nationals be permitted to buy shares in Ryanair post a hard Brexit?

  • Non-EU nationals (including UK nationals) may continue to buy ADRs but cannot buy ordinary shares.

 

Will UK nationals be able to convert their ordinary shares to ADRs post a hard Brexit?

  • No, there is no conversion option available.

 

Is Ryanair creating a new class of shares post a hard Brexit?

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

 

I hold ADRs, will I be able to vote post a hard Brexit?

  • No, Ryanair will prohibit ADRs voting, until such time as majority EU ownership (50.1%) is restored.

 

What if there is no hard Brexit and the EU and UK government agree to maintain the status quo?

  • Then Ryanair does not need to implement the above restriction of voting rights, and you will retain your existing voting rights.
  • This will be subject to the final terms of any EU/UK agreement.

 

Have you looked at other legal remedies?

  • Yes.
  • Restricting the voting rights of non-EU shareholders and limiting the sale of non-EU held ordinary shares to only 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 the scenario where I lose voting rights, what are my options post a hard Brexit?

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

 

Are you putting this proposal to a shareholder vote at the AGM?

  • No, the power to restrict the voting rights and share sales has been in Ryanair’s Articles of Association since incorporation. Any such measures require a Board decision and not a shareholder vote.

 

 

The above advisory is only applicable in a hard (or no-deal) Brexit. It is intended to offer clarity as best we can in an uncertain Brexit climate. Shareholders should seek their own legal advice in such matters.

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