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 March 2025
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 LIFTS PROHIBITION
ON NON-EU NATIONALS PURCHASING ORDINARY SHARES
As previously advised, Ryanair Holdings plc (the
"Company")
must ensure continued compliance by its EU
airline subsidiaries
with EU Regulation 1008/2008, which requires the Company to be
majority EU owned and controlled (see, for example:
https://investor.ryanair.com/investors-shareholders/ownership-limitations/).
On 5 February 2002, the Company announced that all Ordinary Shares
acquired in trades occurring after 7 February 2002 by parties who
do not certify that they are EU nationals at the time of
settlement, would be designated as Restricted Shares in accordance
with the Articles of Association of the Company and the relevant
investor would be required to dispose of such shares to an acquirer
who is an EU national (the "Purchase
Prohibition"). Since 1
January 2021, as a consequence of Brexit, the Purchase Prohibition
has also applied to UK nationals.
On 29 December 2020, the Company announced that from 1 January 2021
all Ordinary Shares and Depositary Shares held by or on behalf of
non-EU nationals (including UK nationals) would be treated as
Restricted Shares and that holders of Restricted Shares would not
be permitted to attend, speak or vote at the Company's general
meetings in respect of those Restricted Shares (the
"Voting
Restrictions").
On 12 September 2024, the Company announced
that, in anticipation of reaching the
threshold of 50% of issued share capital
being held by EU nationals, the Company would undertake a review of
its ownership and control restrictions, including engagement with
investors and regulators, with a view to potentially varying the
current approach in a manner that continues to ensure compliance
with EU Regulation 1008/2008 (the "O&C
Review").
The O&C Review has now been completed and EU nationals now hold
more than 50% of the Company's issued share
capital. Taking into account feedback from investors
representing a significant majority of the Company's issued share
capital, and the Company's regulators, the Board of the Company has
today resolved that it is in the best interest of the Company and
shareholders as a whole to:
1)
discontinue the Purchase Prohibition with immediate
effect;
2)
continue to apply the Voting Restrictions;
3)
update the market as appropriate on the proportion of the Company's
issued share capital held by EU nationals; and
4)
if required, reintroduce the Purchase Prohibition at an appropriate
time to ensure that the proportion of the Company's issued share
capital held by EU nationals is at least 20%.
For the avoidance of doubt:
● both EU and non-EU nationals can
now invest in Ryanair Holdings PLC via Ordinary Shares listed on
Euronext Dublin and/or Depositary Shares listed on
Nasdaq;
● those who have received
Restricted Share Notices which require them to dispose of their
Restricted Shares are no longer required to comply with such
disposal instructions;
● the Voting Restrictions will
continue to apply until such time as the Board determines that it
is possible to vary or remove such restrictions without there being
any risk to the airline licences held by the Company's subsidiaries
pursuant to EU Regulation 1008/2008;
● 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;
and
● the Board shall retain its
ability to utilise all of the powers available under the Company's
Articles of Association in the face of any risk to the airline
licences held by the Company's subsidiaries pursuant to EU
Regulation 1008/2008.
END
This announcement contains inside information.
For further information, please contact:
Ryanair Holdings plc, Jamie Donovan, Head of Investor Relations, Tel:
+353 (0) 1 945 1212
Certain of the information included in this release is forward
looking and is subject to important risks and uncertainties that
could cause actual results to differ materially and that could
impact the price of Ryanair's securities. It is not
reasonably possible to itemise all of the many factors and specific
events that could affect the outlook and results of an airline
operating in the European economy and the price of its
securities. Among the factors that are subject to change and
could significantly impact Ryanair's expected results and the price
of its securities are the airline pricing environment, fuel costs,
competition from new and existing carriers, market prices for the
replacement of aircraft, costs associated with environmental,
safety and security measures, actions of the Irish, U.K., European
Union ("EU") and other governments and their respective regulatory
agencies, post-Brexit uncertainties, any further change in the
restrictions on the ownership of Ryanair's ordinary shares and the
voting rights of its shareholders and ADR holders, including as a
result of regulatory changes or the actions of Ryanair itself,
weather related disruptions, ATC strikes and staffing related
disruptions, delays in the delivery of contracted aircraft,
fluctuations in currency exchange rates and interest rates, airport
access and charges, labour relations, the economic environment of
the airline industry, the general economic environment in Ireland,
the U.K. and Continental Europe, the general willingness of
passengers to travel and other economics, social and political
factors, global pandemics such as Covid-19 and unforeseen security
events.
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.
Date: 07
March, 2025
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By:___/s/
Juliusz Komorek____
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Juliusz
Komorek
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Company
Secretary
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Ryanair (NASDAQ:RYAAY)
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