«As filed with the United States Securities and Exchange Commission on July 26, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. ...»
EU Rules Impose Restrictions on the Ownership of Ryanair Holdings’ Ordinary Shares by Non-EU Nationals, and the Company Has Instituted a Ban on the Purchase of Ordinary Shares by Non-EU Nationals. EU Regulation No. 1008/2008 requires that, in order to obtain and retain an operating license, an EU air carrier must be majority-owned and effectively controlled by EU nationals. The regulation does not specify what level of share ownership will confer effective control on a holder or holders of Ordinary Shares. The Board of Directors of Ryanair Holdings is given certain powers under Ryanair Holdings’ articles of association (the “Articles”) to take action to ensure that the number of Ordinary Shares held in Ryanair Holdings by non-EU nationals (“Affected Shares”) does not reach a level that could jeopardize the Company’s entitlement to continue to hold or enjoy the benefit of any license, permit, consent, or privilege which it holds or enjoys and which enables it to carry on business as an air carrier.
The directors, from time to time, set a “Permitted Maximum” on the number of the Company’s Ordinary Shares that may be owned by non-EU nationals at such level as they believe will comply with EU law. The Permitted Maximum is currently set at 49.9%. In addition, under certain circumstances, the directors can take action to safeguard the Company’s ability to operate by identifying those Ordinary Shares, American Depositary Shares (“ADSs”) or Affected Shares which give rise to the need to take action and treat such Ordinary Shares, the American Depositary Receipts (“ADRs”) evidencing such ADSs, or Affected Shares as “Restricted Shares.” The Board of Directors may, under certain circumstances, deprive holders of Restricted Shares of their rights to attend, vote at, and speak at general meetings, and/or require such holders to dispose of their Restricted Shares to an EU national within as little as 21 days. The directors are also given the power to transfer such Restricted Shares themselves if a holder fails to comply. In 2002, the Company implemented measures to restrict the ability of non-EU nationals to purchase Ordinary Shares, and non-EU nationals are currently effectively barred from purchasing Ordinary Shares, and will remain so for as long as these restrictions remain in place. There can be no assurance that these restrictions will ever be lifted. Additionally, these foreign ownership restrictions could result in Ryanair’s exclusion from certain stock tracking indices. Any such exclusion may adversely affect the market price of the Ordinary Shares and ADRs. On April 19, 2012, the Company obtained shareholder approval to repurchase ADRs as part of its general authority to repurchase up to 5% of the issued share capital in the Company. See “Item 10. Additional Information—Limitations on Share Ownership by Non-EU Nationals” for a detailed discussion of restrictions on share ownership and the current ban on share purchases by non-EU nationals.
As of June 30, 2016, EU nationals owned at least 53.6% of Ryanair Holdings’ Ordinary Shares (assuming conversion of all outstanding ADRs into Ordinary Shares).
Holders of Ordinary Shares are Currently Unable to Convert those Shares into American Depositary Receipts. In an effort to increase the percentage of its share capital held by EU nationals, on June 26, 2001, Ryanair Holdings instructed The Bank of New York Mellon, the depositary for its ADR program (the “Depositary”), to suspend the issuance of new ADRs in exchange for the deposit of Ordinary Shares until further notice. Holders of Ordinary Shares cannot convert their Ordinary Shares into ADRs during this suspension, and there can be no assurance that the suspension will ever be lifted. See also “—EU Rules Impose Restrictions on the Ownership of Ryanair Holdings’ Ordinary Shares by Non-EU nationals and the Company has Instituted a Ban on the Purchase of Ordinary Shares by Non-EU Nationals” above.
The Company’s Results of Operations May Fluctuate Significantly. The Company’s results of operations have varied significantly from quarter to quarter, and management expects these variations to continue. See “Item 5.
Operating and Financial Review and Prospects—Seasonal Fluctuations.” Among the factors causing these variations are the airline industry’s sensitivity to general economic conditions, the seasonal nature of air travel, and trends in airlines’ costs, especially fuel costs. Because a substantial portion of airline travel (both business and personal) is discretionary, the industry tends to experience adverse financial results during general economic downturns. The Company is substantially dependent on discretionary air travel.
The trading price of Ryanair Holdings’ Ordinary Shares and ADRs may be subject to wide fluctuations in response to quarterly variations in the Company’s operating results and the operating results of other airlines. In addition, the global stock markets from time to time experience extreme price and volume fluctuations that affect the market prices of many airline company stocks. These broad market fluctuations may adversely affect the market price of the Ordinary Shares and ADRs.
Ryanair Holdings May or May Not Pay Dividends. Since its incorporation as the holding company for Ryanair in 1996, Ryanair Holdings has only occasionally declared special dividends on both its Ordinary Shares and ADRs. The directors of the Company declared on May 21, 2012 that Ryanair Holdings intended to pay a special dividend of €0.34 per ordinary share (approximately €492 million) and following shareholder approval at the annual general meeting on September 21, 2012 this special dividend was paid on November 30, 2012. In June 2013, the Company detailed plans to return up to €1 billion to shareholders over the following next two years. The Company completed €481.7 million in share buy-backs in the fiscal year 2014 (including just over 6.0 million ADR buy-backs) and €112.0 million in share buy-backs in the fiscal year 2015. The Company had indicated on May 19, 2014 that it planned to pay a special dividend of up to approximately €520 million in the fourth quarter of fiscal year 2015, and following shareholder approval at its annual general meeting on September 25, 2014, this special dividend was paid on February 27, 2015. In February 2015, Ryanair commenced 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 of €398 million to return the proceeds from the sale of its shares in Aer Lingus to shareholders. Additionally, the Company announced an €800 million share buy-back program (including an ADR buy-back) 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 buyback program to the 5% buy-back limit approved by the 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 Extraordinary General Meeting (“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 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. See “Item 8. Financial Information—Other Financial Information—Dividend Policy.” As a holding company, Ryanair Holdings does not have any material assets other than the shares of Ryanair.
Increased Costs for Possible Future ADR and Share Repurchases. 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 Stock Market (“NASDAQ”). Up until April 2012, shareholders had only authorized the directors to repurchase Ordinary Shares. As the ADRs have historically traded at a premium of 15% to 20% compared to Ordinary Shares, this may result in increased costs in performing share buy-backs in the future. In fiscal 2016, the Company bought back 53.7 million Ordinary Shares for cancellation, as part of its overall share buy-back.
On June 20, 2013, the Company detailed plans to return up to €1 billion to shareholders over the following two years.
The Company completed €481.7 million in share buy-backs in the fiscal year 2014 and €112.0 million in fiscal year
2015. On May 19, 2014, the Company had indicated that it planned to pay a special dividend of up to approximately €520 million in the fourth quarter of fiscal year 2015, and following shareholder approval at its annual general meeting on September 25, 2014, this special dividend was paid on February 27, 2015. In February 2015, Ryanair commenced a €400 million ordinary share buy-back program, which was completed between February and August 2015.
Additionally, the Company announced an €800 million share buy-back program (including an ADR buy-back) 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 the 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 that it is in the best interests of shareholders, over the next fifteen months. While there is no plan to engage in 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. Referendum vote.
Item 4. Information on the Company
INTRODUCTIONRyanair Holdings was incorporated in 1996 as a holding company for Ryanair Limited. The latter operates an ultra-low fare, scheduled-passenger airline serving short-haul, point-to-point routes between Ireland, the U.K., Continental Europe, Morocco and Israel. Incorporated on November 28, 1984, Ryanair Limited began to introduce a low-fares operating model in Europe under a new management team in the early 1990s. See “Item 5. Operating and Financial Review and Prospects⎯History.” As of June 30, 2016, Ryanair had a principal fleet of over 350 Boeing 737-800 aircraft and offered over 2,000 scheduled short-haul flights per day serving approximately 200 airports largely throughout Europe. See “⎯Route System, Scheduling and Fares⎯Route System and Scheduling” for more details of Ryanair’s route network. See “Item 5. Operating and Financial Review and Prospects⎯Seasonal Fluctuations” for information about the seasonality of Ryanair’s business.
Ryanair recorded a profit on ordinary activities after taxation of €1,559.1 million in the 2016 fiscal year, as compared to a profit on ordinary activities after taxation of €866.7 million in the 2015 fiscal year. This increase of approximately 80% was primarily attributable to an increase in revenues of approximately 16% from €5,654.0 million to €6,535.8 million partially offset by an approximately 10% increase in operating expenses from €4,611.1 million to €5,075.7 million. Also, the Company disposed of its 29.8% shareholding in Aer Lingus for €2.50 per share resulting in a gain of €317.5 million primarily due to the reclassification of unrealised gains from other comprehensive income and reserves to the income statement. Ryanair generated an average booked passenger load factor of approximately 93% in fiscal 2016, compared to 88% in fiscal 2015, and average booked passenger fare of €46.67 per passenger in the 2016 fiscal year, down from €47.05 in the prior fiscal year. The Company has focused on maintaining low operating costs (€47.69 per passenger in the 2016 fiscal year, a decrease from €50.92 in fiscal 2015).
The market’s acceptance of Ryanair’s low-fares service is reflected in the “Ryanair Effect” – Ryanair’s history of stimulating significant annual passenger traffic growth on the routes on which it has commenced service since 1991. For example, the number of scheduled airline passengers traveling on Ryanair routes increased from 0.7 million passengers in 1991 to 106.4 million passengers in fiscal 2016. Most international routes Ryanair has begun serving since 1991 have recorded significant traffic growth in the period following Ryanair’s commencement of service, with Ryanair capturing the largest portion of such growth on each route. A variety of factors contributed to this increase in air passenger traffic, including the relative strength of the Irish, U.K., and European economies in past years. However, management believes that the most significant factors driving such growth across all its European routes have been Ryanair’s low-fares policy and its superiority to its competitors in terms of flight punctuality, levels of lost baggage, and rates of flight cancellations.
The address of Ryanair Holdings’ registered office is: c/o Ryanair Limited, Dublin Office, Airside Business Park, Swords, County Dublin, K67 NY94, Ireland. The Company’s contact person regarding this Annual Report on Form 20-F is: Neil Sorahan, Chief Financial Officer (same address as above). The telephone number is +353-1-945Under its current Articles, Ryanair Holdings has an unlimited corporate duration.
Ryanair’s objective is to firmly establish itself as Europe’s biggest scheduled passenger airline, through continued improvements and expanded offerings of its low-fares service. In the highly challenging current operating environment, Ryanair seeks to offer low fares that generate increased passenger traffic while maintaining a continuous