Ryanair 2010 Annual Report Download - page 124

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Capital Gains Tax. A person who is either resident or ordinarily resident in Ireland will generally be
liable for Irish capital gains tax on any gain realized on the disposal of the Ordinary Shares or ADSs. The
current capital gains tax rate is 25%. A person who is neither resident nor ordinarily resident in Ireland and who
does not carry on a trade in Ireland through a branch or agency will not be subject to Irish capital gains tax on
the disposal of the Ordinary Shares or ADSs.
Irish Capital Acquisitions Tax. A gift or inheritance of the Ordinary Shares or ADSs will be within the
charge to Irish Capital Acquisitions Tax (“CAT”) notwithstanding that the disposer (e.g., a donor) or the
donee/successor in relation to such gift or inheritance is resident outside Ireland. CAT is charged at a rate of
25% above a tax-free threshold. This tax-free threshold is determined by the amount of the current benefit and
of previous benefits taken since December 5, 1991, as relevant, within the charge to CAT and the relationship
between the donor and the successor or donee. Gifts and inheritances between spouses (and in certain cases
former spouses) are not subject to CAT.
In a case where an inheritance or gift of the Ordinary Shares or ADSs is subject to both Irish CAT and
foreign tax of a similar character, the foreign tax paid may in certain circumstances be credited in whole or in
part against the Irish tax.
Irish Stamp Duty. It is assumed for the purposes of this paragraph that ADSs are dealt in on a
recognized stock exchange in the United States (NASDAQ is a recognized stock exchange in the United States
for this purpose). Under current Irish law, no stamp duty will be payable on the acquisition of ADSs by persons
purchasing such ADSs or on any subsequent transfer of ADSs. A transfer of Ordinary Shares (including
transfers effected through Euroclear U.K. & Ireland Limited) wherever executed and whether on sale, in
contemplation of a sale or by way of a gift, will be subject to duty at the rate of 1% of the consideration given
or, in the case of a gift or if the purchase price is inadequate or unascertainable, on the market value of the
Ordinary Shares. Transfers of Ordinary Shares that are not liable for duty at the rate of 1% (e.g., transfers under
which there is no change in beneficial ownership) may be subject to a fixed duty of 112.50.
The Irish Revenue treats a conversion of Ordinary Shares to ADSs made in contemplation of a sale or a
change in beneficial ownership (under Irish law) as an event subject to stamp duty at a rate of 1%. The Irish
Revenue has indicated that a re-conversion of ADSs to Ordinary Shares made in contemplation of a sale or a
change in beneficial ownership (under Irish law) will not be subject to a stamp duty. However, the subsequent
sale of the re-converted Ordinary Shares will give rise to Irish stamp duty at the 1% rate. If the transfer of the
Ordinary Shares is a transfer under which there is no change in the beneficial ownership (under Irish law) of the
Ordinary Shares being transferred, nominal stamp duty only will be payable on the transfer. Under Irish law, it
is not clear whether the mere deposit of Ordinary Shares for ADSs or ADSs for Ordinary Shares would be
deemed to constitute a change in beneficial ownership. Accordingly, it is possible that holders would be subject
to stamp duty at the 1% rate when merely depositing Ordinary Shares for ADSs or ADSs for Ordinary Shares
and, consequently, the Depositary reserves the right in such circumstances to require payment of stamp duty at
the rate of 1% from the holders.
The person accountable for payment of stamp duty is the transferee or, in the case of a transfer by way
of a gift or for a consideration less than the market value, all parties to the transfer. Stamp duty is normally
payable within 30 days after the date of execution of the transfer. Late or inadequate payment of stamp duty will
result in liability for interest, penalties and fines.