Share Buy-Back Programme

Ryanair Holdings PLC

21 May 2024

 

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: [phone]

 

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