Shareholder engagement on EU ownership and control requirements
Further to the announcement made by Ryanair Holdings plc on 12 September 2024 (see: EU Ownership and Control Requirements), shareholders and depositary shareholders are invited to express their views on the potential variation of either the prohibition on non-EU nationals acquiring Ordinary Shares, or the voting restrictions on Restricted Shares, in a manner which ensures ongoing compliance with EU Regulation 1008/2008.
Any potential variation is subject to engagement with relevant regulators, which is ongoing. For the avoidance of doubt, there is no guarantee that any variation in the Company’s current ownership and control restrictions will occur as a result of this shareholder engagement.
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.
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.
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.
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.
Where UK nationals acquire ordinary shares on or after 1 January 2021, they will be required to dispose of those shares to an EU national in accordance with a restricted share notice issued by Ryanair.
Failure to comply with the terms of such notice may result in a forced sell-down of restricted shares.
On 8 September 2021, Ryanair announced that it would initiate a forced sale of ordinary shares acquired in breach of the long-standing prohibition on the acquisition of ordinary shares by non-EU nationals (see copy of the announcement here). It is expected that Ryanair may initiate further forced sales of Restricted Shares from time to time in accordance with its Articles and Ryanair may elect to do so without any further announcement.
No, there is no conversion option available.
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.
ADRs represent ordinary shares. ADRs which are owned by non-EU nationals are therefore also prohibited from voting as of 1 January 2021.
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.
There are no other options; you are free to sell your ordinary shares or ADRs in the market at any time.
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.
If you received a restricted share notice with respect to an acquisition of Ryanair ordinary shares, you are required to comply with the terms of such notice.
If you consider that your Ryanair ordinary shares which are subject to a notice should not have been designated restricted shares because there has been no change in beneficial ownership you may make representations to Ryanair to this effect by completing and returning an NCBO form to the relevant address, and prior to the expiry of the period for representations, in each case as set out in the notice.
Ryanair will consider duly completed NCBO forms in advance of a forced sell-down and if satisfied there has been no change in beneficial ownership, then the disposal requirements in the relevant notice are likely to be rescinded and the relevant shares would not form part of any forced sell-down.
Even if the NCBO form is accepted, the relevant shares remain restricted shares and as a non-EU national shareholder, you will not be able to attend, speak or vote at shareholders’ meetings as the holder of such shares.
Transactions in relation to stock/share lending arrangements are not exempt from the restricted share notice process and if such transactions involve non-EU nationals, they will trigger the issuance of a restricted share notice which must be complied with.
NCBO forms which relate to stock/share lending arrangements will not be accepted.
* 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.