Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
May 21 2024 - 6:04AM
Edgar (US Regulatory)
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 May 2024
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
Share buy-back programme
Ryanair Holdings plc (the "Company") announces that it has entered
into arrangements with its brokers, Citigroup Global Markets Europe
AG ("Citi") and J&E Davy Unlimited ("Davy") to commence a share
buy-back programme to repurchase on its behalf, ordinary shares of
€0.006 each (the "Shares") including Shares underlying
American Depositary Shares, during the period commencing on 21 May
2024 and ending not later than 31 October 2024 (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 arrangements is €700
million.
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 September 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.
Citi will purchase Shares, not underlying the American Depositary
Shares, on behalf of the Company (on a riskless principal basis) on
Euronext Dublin. Citi will repurchase these Shares for a maximum
consideration of up to €300 million 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 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 €400 million 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 1 January
2021.
As at 31 March 2024, EU nationals owned 100% of the Shares with
voting rights and approximately 48% of the Shares with economic
rights (in each case assuming conversion of all outstanding
American Depositary into Shares).
Enquiries:
Contact:
Peter Larkin
Head of Investor Relations
Ryanair Holdings plc
Tel: +353 1 945 1212
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: 21
May, 2024
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By:___/s/
Juliusz Komorek____
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Juliusz
Komorek
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Company
Secretary
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