«As filed with the United States Securities and Exchange Commission on July 26, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. ...»
On June 20, 2013 the Company detailed plans to return up to €1.0 billion to shareholders over the next two years. The Company completed €481.7 million in share buy-backs in fiscal year 2014 and paid a special dividend of €520.3 million in fiscal 2015. In February 2015 the Company announced a €400 million ordinary share buy-back program which was completed between February and August 2015. In September 2015, the Company announced a B share scheme to return the €398 million proceeds from the sale of its shares in Aer Lingus to shareholders.
Additionally, the Company announced an €800 million share buy-back program (including shares underlying ADRs) in February 2016. At March 31, 2016 the Company had bought back approximately €418.1 million under this program.
Following the June 23, 2016, Referendum vote by the U.K. to leave the EU, Ryanair announced that it had increased the size of its buy-back program to the 5% buy-back limit approved by shareholders at the Company’s 2015 Annual General Meeting. Under this increased share buy-back program, the Company purchased just over 65 million shares at a total cost of approximately €886 million. On July 1, 2016, the Board confirmed that it will hold an EGM on July 27, 2016 to seek approval from shareholders to grant the Board of the Company the discretion to engage in further share buy-backs, should they decide it is in the best interests of the shareholders over the next fifteen months. While there is no plan to engage in further planned buy-backs (i.e. a VWAP program) during the remainder of 2016, the Board is seeking the flexibility and discretion to do so, if there is further market volatility such as that witnessed in the aftermath of the U.K. Referendum vote. Any cash dividends or other distributions, if made, are expected to be made in euro, although Ryanair Holdings’ Articles provide that dividends may be declared and paid in U.S. dollars. In the case of ADRs, the Depositary will convert all cash dividends and other distributions payable to owners of ADRs into U.S. dollars to the extent that, in its judgment, it can do so on a reasonable basis, and will distribute the resulting U.S.
dollar amounts (net of conversion expenses and any applicable fees) to the owners of ADRs. See “Item 12. Description of Securities Other than Equity Securities” for information regarding fees of the Depositary.
Share Buy-back Program
Following shareholder approval at the 2006 annual general meeting of shareholders, a €300 million share buy-back program was formally announced on June 5, 2007. Permission was received at the annual general meeting of the shareholders held on September 20, 2007 to repurchase a maximum of 75.6 million Ordinary Shares representing 5% of the Company’s then outstanding share capital. The €300 million share buy-back of approximately 59.5 million Ordinary Shares, representing approximately 3.8% of the Company’s pre-existing share capital, was completed in November 2007. In February 2008, the Company announced a second share buy-back program of up to €200 million worth of Ordinary Shares, which was ratified by shareholders at the annual general meeting of the shareholders held on September 18, 2008. 18.1 million Ordinary Shares were repurchased under this program at a cost of approximately €46.0 million. The Company also completed share buy-backs of €125 million in respect of 36.5 million Ordinary Shares in the 2012 fiscal year and 15 million Ordinary Shares at a cost of approximately €68 million in the 2013 fiscal year. In fiscal year 2014, 69.5 million Ordinary Shares (including just over 6.0 million ADRs) were repurchased at a cost of approximately €481.7 million. In February 2015, the Company announced a €400 million ordinary share buyback program which was completed between February and August 2015. €418 million of the €800 million share buyback program (announced in February 2016 and subsequently increased to approximately €886 million in June 2016) was completed during fiscal 2016 with approximately 29.1 million shares (including approximately 19.9 million shares underlying ADRs) bought back. A further €467.5 million was spent during fiscal 2017 up to June 29, 2016 to buyback approximately 36.0 million shares (including approximately 3.9 million shares underlying ADR’s). As a result, the total amount spent on the share buy-back programs at July 21, 2016 was approximately €2,305.4 million with respect to the repurchase of 299.2 million Ordinary Shares. All Ordinary Shares (including ADRs which represent five Ordinary Shares) repurchased have been cancelled.
In April 2012, the Company held an EGM to authorize the Directors to repurchase Ordinary Shares and ADRs for up to 5% of the issued share capital of the Company traded on the NASDAQ. Up until April 2012, shareholders had only authorized the Directors to repurchase Ordinary Shares. As the ADRs typically trade at a premium of up to 20% compared to Ordinary Shares, this may result in increased costs in performing share buy-backs in the future. This authority was renewed at the Annual General Meeting held on September 20,2013 and at subsequent Annual General Meetings.
The Company announced on July 1, 2016 that it had no plan to engage in further planned buy-backs during the remainder of 2016, but, subject to shareholder approval at an EGM to be held on July 27, 2016 the Board should have the flexibility and discretion to do so, should it decide it is in the best interests of shareholders. While there is no plan to engage in further planned buy-backs (i.e. a VWAP program) during the remainder of 2016, the Board is seeking the flexibility and discretion to do so, if there is further market volatility such as that witnessed in the aftermath of the U.K. Referendum vote.
See “Item 9. The Offer and Listing - Trading Markets and Share Prices” below for further information regarding share buy-backs.
Following the June 23, 2016 Referendum vote by the U.K. to leave the EU, the Company announced that it had increased the size of its buy-back program to the 5% buy-back limit approved by the shareholders at the Company’s 2015 Annual General Meeting (approximately €886 million).
From April 1, 2016 to July 1, 2016 the Company bought back 36.0 million shares at a total cost of approximately €467.5 million under its €886 million share buy-back program. All ordinary shares repurchased were cancelled.
On July 1, 2016 the Board confirmed that it will hold an EGM on July 27, 2016 to seek approval from shareholders to grant the Board of the Company the discretion to engage in further share buy-backs, should they decide that it is in the best interests of the shareholders, over the next 15 months. While there is no plan to engage in further planned buy-backs (i.e. a VWAP program) during the remainder of 2016, the Board is seeking the flexibility and discretion to do so, if there is further market volatility such as was witnessed in the aftermath of the U.K.
Item 9. The Offer and Listing
The primary market for Ryanair Holdings’ Ordinary Shares is the Irish Stock Exchange plc (the “Irish Stock Exchange”); Ordinary Shares are also traded on the London Stock Exchange. The Ordinary Shares were first listed for trading on the Official List of the Irish Stock Exchange on June 5, 1997 and were first admitted to the Official List of the London Stock Exchange on July 16, 1998.
ADRs, each representing five Ordinary Shares, are traded on NASDAQ. The Bank of New York Mellon is Ryanair Holdings’ depositary for purposes of issuing ADRs evidencing the ADSs. The following tables set forth, for the periods indicated, the reported high and low closing sales prices of the ADRs on NASDAQ and for the Ordinary
Shares on the Irish Stock Exchange and the London Stock Exchange, and have been adjusted to reflect the two-forone split of the Ordinary Shares and ADRs effected on February 26, 2007:
*All quarterly high and low prices for ADRs and Ordinary Shares in the following tables refer to calendar year quarters and not fiscal year quarters.
Since certain of the Ordinary Shares are held by brokers or other nominees, the number of direct record holders in the United States, which is reported as 50, may not be fully indicative of the number of direct beneficial owners in the United States, or of where the direct beneficial owners of such shares are resident.
In order to increase the percentage of its share capital held by EU nationals, beginning June 26, 2001, Ryanair Holdings instructed the Depositary to suspend the issuance of new ADRs in exchange for the deposit of Ordinary Shares until further notice. Therefore, holders of Ordinary Shares cannot currently convert their Ordinary Shares into ADRs. The Depositary will however convert existing ADRs into Ordinary Shares at the request of the holders of such ADRs. The Company in 2002 implemented additional measures to restrict the ability of non-EU nationals to purchase Ordinary Shares. As a result, non-EU nationals are currently effectively barred from purchasing Ordinary Shares. See “Item 10. Additional Information—Limitations on Share Ownership by Non-EU Nationals” for additional information.
The Company, at its annual general meeting of the Shareholders, has, in recent years, passed a special resolution permitting the Company to engage in Ordinary Share buy-back programs subject to certain limits noted below. Since June 2007 (when the Company engaged in its first Ordinary Share buy-back program) the Company has
repurchased the following Ordinary Shares:
All Ordinary Shares repurchased have been cancelled.
The maximum price at which the Company may repurchase Ordinary Shares traded on the Irish Stock Exchange or the London Stock Exchange is the higher of (i) 5% above the average market value of the Company’s Ordinary Shares on the trading venue where the shares are being repurchased for the five (5) business days prior to the date of purchase; and (ii) the price stipulated by the European Commission-adopted regulatory technical standards pursuant to article 5(6) of the EU Market Abuse Regulation 596/2014, being the higher of the last independent trade and the highest current independent bid on the trading venue on which the shares are being repurchased. The maximum price at which the Company may repurchase Ordinary Shares which underlie the Company’s ADSs traded on NASDAQ is 5% above the average market value of one-fifth of the Company’s ADSs on NASDAQ for the five (5) business days prior to the date of purchase (as one ADS represents five (5) Ordinary Shares).
The minimum price at which the Company may repurchase Ordinary Shares is their nominal value of 0.600 (euro) cents (€0.006).
At an EGM of Shareholders held on April 19, 2012, the Company obtained a new repurchase authority which enables the Company to repurchase the Company’s ADRs which are traded on NASDAQ. The maximum price at which Ordinary Shares which underlie the Company’s ADRs can be repurchased is 5% above one-fifth of the average market value of the Company’s ADRs as quoted on NASDAQ, for the five business days prior to the date of purchase (as one ADS represents five Ordinary Shares). Any ADRs purchased will be converted to Ordinary Shares by the Company’s brokers for subsequent repurchase and cancellation by the Company.
As of June 30, 2016, the total number of options over Ordinary Shares outstanding under all of the Company’s share option plans was 17.3 million, representing 1.4% of the Company’s issued share capital at that date.
Item 10. Additional Information
Ryanair Holdings’ capital stock consists of Ordinary Shares, each having a par value of 0.600 euro cent. As of March 31, 2016, a total of 1,290,739,865 Ordinary Shares were outstanding. On February 26, 2007, Ryanair effected a 2-for-1 share split as a result of which each of its then existing Ordinary Shares, par value 1.27 euro cent, was split into two new Ordinary Shares, par value 0.635 euro cent.
On October 27, 2015, the Company completed a capital reorganisation which involved the consolidation of its ordinary share capital on a 39 for 40 basis which resulted in the reduction of ordinary shares in issue by 33.8 million ordinary shares to 1,319.3 million. The nominal value of an ordinary share was also reduced from 0.635 euro cent each to 0.600 euro cent each under the reorganisation. All ‘B’ Shares and Deferred Shares issued in connection with the B scheme were either redeemed or cancelled during the period such that there were no ‘B’ Shares or Deferred Shares remaining in issue as at March 31, 2016. Each Ordinary Share entitles the holder thereof to one vote in respect of any matter voted upon by Ryanair Holdings’ shareholders.
OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES
Ryanair Holdings’ shareholders approved a stock option plan (referred to herein as “Option Plan 2000”), under which all employees and directors are eligible to receive options. Grants of options were permitted to take place at the close of any of the ten years beginning with fiscal year 2000 only if the Company’s net profit after tax for such fiscal year had exceeded its net profit after tax for the prior fiscal year by at least 25%, or if an increase of 1.0% in net profit after tax for the relevant year would have resulted in such requirement being met.
Under Option Plan 2000, each of the non-executive directors at that time were granted 25,000 share options, at a strike price of €4.96, during the 2008 fiscal year. These options were exercisable between June 2012 and June
2014. In addition, 39 senior managers (including five of the current executive officers) were granted 10,000,000 share options, in the aggregate, under Option Plan 2000, at a strike price of €2.56, on September 18, 2008. These options were exercisable between September 18, 2013 and September 17, 2015, but only for managers who continued to be employed by the Company through September 18, 2013.