6-K
1
a1518l.htm
FORCED SALE OF RYANAIR ORDINARY SHARES
a1518l
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the
month of September 2021
RYANAIR HOLDINGS PLC
(Translation
of registrant's name into English)
c/o Ryanair Ltd Corporate Head Office
Dublin
Airport
County Dublin Ireland
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file
annual
reports
under cover Form 20-F or Form 40-F.
Form
20-F..X.. Form 40-F
Indicate
by check mark whether the registrant by furnishing the
information
contained
in this Form is also thereby furnishing the information to
the
Commission
pursuant to Rule 12g3-2(b) under the Securities
Exchange
Act of
1934.
Yes
No ..X..
If
"Yes" is marked, indicate below the file number assigned to the
registrant
in
connection with Rule 12g3-2(b): 82- ________
Ryanair Holdings plc
Headline: Forced Sale of Ryanair Ordinary Shares
8 September 2021
RYANAIR INITIATES FORCED SALE OF ORDINARY SHARES ACQUIRED IN BREACH
OF LONG-STANDING NON-EU NATIONAL PROHIBITION
As previously advised (https://investor.ryanair.com/brexit/)
and as specifically referenced by Ryanair Holdings PLC (the
"Company")
in its announcement on 29 December 2020, the prohibition on non-EU
nationals acquiring Ordinary Shares in the Company, as first
announced by the Company on 5 February 2002, continues to apply. As
a result of Brexit, Ordinary Shares in the Company which have been
acquired by or on behalf of UK nationals (like all other non-EU
nationals) since 1 January 2021 have been treated as "Restricted
Shares" and such non-EU national investors have been issued with
Restricted Share Notices by the Company requiring them to dispose
of their interests in such Restricted Shares to EU nationals. This
is necessary to ensure continued compliance by the Company and its
EU airline subsidiaries with the airline ownership and control
requirements of EU Regulation 1008/2008.
While the above restrictions continue to be complied with by the
vast majority of investors in the Company, the Company has recorded
a number of acquisitions of its Ordinary Shares by non-EU nationals
since 1 January 2021 in respect of which the relevant investors
have not complied with the disposal requirements in the Restricted
Share Notices issued to them by the Company. The Company has
initiated the forced sale of approx. 1 million Ordinary Shares in
accordance with its Articles of Association. The Company has
appointed a broker to conduct the sale(s) of such Ordinary Shares
independently of, and uninfluenced by, the Company over a period of
weeks. The net proceeds of such sale(s) will be transmitted
to the relevant investors in due course.
It is expected that the Company may initiate further forced sales
of Restricted Shares from time to time in accordance with its
Articles of Association and the Company may elect to do so without
any further announcement.
For the avoidance of doubt:
●
the
prohibition on non-EU nationals acquiring Ordinary Shares in the
Company, as announced by the Company on 5 February 2002, continues
to apply. Since 1 January 2021, UK nationals (like all other non-EU
nationals) are not permitted to acquire Ordinary Shares in the
Company;
●
non-EU
nationals (including UK nationals) can continue to invest in the
Company via its American Depositary Receipt program on
NASDAQ;
●
UK
nationals are not required to sell any Ordinary Shares which they
owned prior to 1 January 2021 but such shareholders do not have the
right to attend, speak or vote at any general meeting of the
Company in respect of those Ordinary Shares pursuant to Article
41(J)(i) of the Company's Articles of Association; and
●
for
these purposes, a non-EU national means a national of any
jurisdiction which is not considered to be a "Member State" for the
purposes of Article 4 of EU Regulation 1008/2008 (as amended from
time to time), including the member states of the European Union,
Switzerland, Norway, Iceland and Liechtenstein.
For further information please contact:
Ryanair Holdings plc, Peter Larkin, Head of Investor Relations, Tel:
+353 (0) 1 945 1212
END
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
