REG - Ryanair Holdings PLC Ryanair Holdings-RYA - Share Buyback Programme

Ryanair HoldingsAnnouncement

27/08/2024 07:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240827:nRSa6891Ba&default-theme=true

RNS Number : 6891B  Ryanair Holdings PLC  27 August 2024

 

Ryanair Holdings plc

Share buyback programme

Ryanair Holdings plc (the "Company") is pleased to announce that it has
completed the share buyback programme, which was launched on 21 May 2024,
returning a further €700m to shareholders, with approx. 38.6m ordinary
shares (including Shares underlying American Depositary Shares) repurchased
and cancelled.

Further to the announcement on 08 Aug. 2024, the Company has entered into
arrangements with J&E Davy ("Davy") to undertake a follow-on share buyback
programme to repurchase on its behalf, ordinary shares of €0.006 each (the
"Shares") including Shares underlying American Depositary Shares, during the
period commencing today, (27 Aug. 2024), and ending not later than 31 May 2025
(the "Programme").

The maximum consideration payable by the Company In respect of repurchases of
Shares and repurchases of Shares underlying American Depositary Shares under
these new arrangements is €800m.

The Programme will at all times be conducted in accordance with (and within
the parameters prescribed by) the Company's general authority to repurchase
Shares as approved by shareholders at the Company's AGM on 14 Sept. 2023 (and
as such authority may be renewed and/or amended) and Chapter 9 of the Euronext
Dublin Listing Rules. The purpose of the Programme is to reduce the share
capital of the Company. All Shares repurchased will be cancelled.

Davy will purchase Shares, not underlying the American Depositary Shares, on
behalf of the Company (on a riskless principal basis) on Euronext Dublin. Davy
will repurchase these Shares for a maximum consideration of up to €240m
(approx. 30% of the programme) and will make trading decisions independently
of the Company within certain pre-set parameters. The repurchase of these
Shares will be conducted in accordance with the parameters prescribed by the
relevant provisions of the Market Abuse Regulation 596/2014/EU and the
Commission Delegated Regulation (EU) 2016/1052.

Davy will also purchase Shares underlying American Depositary Shares on behalf
of the Company (on a riskless principal basis and through the acquisition of
American Depositary Shares on Nasdaq). Davy will purchase Shares underlying
the American Depositary Shares for a maximum consideration of up to €560m
(approx. 70% of the programme) and save where otherwise agreed with the
Company, Davy will make trading decisions independently of the Company within
certain pre-set parameters. The repurchase of Shares underlying the American
Depositary Shares as part of the Programme will be conducted in accordance
with Rule 10b-18 and Rule 10b5-1 under the Securities Exchange Act of 1934, as
amended.

The timing, the actual number of Shares repurchased, and the split between
Shares and Shares underlying American Depositary Shares repurchased, will be
dependent on market conditions, legal and regulatory requirements and the
other terms and limitations contained in the Programme.

Separately, the Programme may be supplemented by the purchase of Shares, not
underlying the American Depositary Shares, by way of block trades conducted
outside the United States and in accordance with the Company's general
authority to repurchase Shares. The maximum consideration that may be paid in
respect of Shares underlying the American Depositary Shares as part of the
Programme will be reduced by the corresponding amount of capital returned
through such block trades. Such block trades will be targeted at Shares held
by or on behalf of non-EU nationals which are treated as "Restricted Shares"
(within the meaning of the Company's Articles of Association), the purpose of
which is to further reduce the proportionate number of Shares held by or on
behalf of non-EU nationals in an effort to achieve a level of EU national
ownership which would  facilitate the removal of the voting restrictions at
general meetings to which Shares held by non-EU nationals have been subject
since Jan. 2021.

Ends:

 For further information                    Peter Larkin                         Paul Clifford

 please contact:                            Ryanair Head of Investor Relations   Drury

 www.ryanair.com (http://www.ryanair.com)   Tel: +353-1-9451212                  Tel: +353-1-260-5000

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ISESEUFWMELSEIA