6-K
1
a9401j.htm
RYANAIR RESTRICTS NON-EU VOTING RIGHTS POST-BREXIT
a9401j
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 December
2020
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 RESTRICTS NON-EU VOTING RIGHTS
TO PROTECT ITS EU AIRLINE LICENCES POST-BREXIT
As previously advised (https://investor.ryanair.com/brexit/)
and announced by Ryanair Holdings PLC (the "Company")
on 11 March 2019, the Company must take steps to ensure that it
(and therefore its subsidiary EU airlines) will remain majority EU
owned and controlled following Brexit. This is necessary to ensure
continued compliance with the airline ownership and control
requirements of EU Regulation 1008/2008.
In accordance with the resolutions passed by the Board of the
Company on 8 March 2019, with effect from the date on which UK
nationals cease to qualify as nationals of Member States for the
purposes of Article 4 of EU Regulation 1008/2008, being 1 January
2021 (the "Effective
Date"), all
Ordinary Shares and Depositary Shares held by or on behalf of
non-EU nationals (including UK nationals) will be treated as
"Restricted Shares" (within the meaning of the Articles of
Association).
Restricted Share Notices will be issued to the registered holder(s)
of each Restricted Share in due course, specifying that the
holder(s) of such shares shall not be entitled to attend, speak or
vote at any general meeting of the Company for so long as those
shares are treated as Restricted Shares pursuant to Article
41(J)(i) of the Articles of Association. Notwithstanding the powers
vested in the chairman of general meetings of the Company pursuant
to Article 41(J)(i) of the Articles of Association, the chairman
will not vote any Restricted Shares at any meeting of the
Company.
These resolutions will remain in place until the Board of the
Company determines that the ownership and control of the Company is
no longer such that there is any risk to the airline licences held
by the Company's subsidiaries pursuant to EU Regulation
1008/2008.
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. Consequently, with effect from the Effective Date, UK
nationals (like all other non-EU nationals) will not be permitted
to acquire Ordinary Shares in the Company;
●
UK
nationals will not be required to sell any Ordinary Shares which
they owned prior to the Effective Date but such shareholders will
lose 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.
