Aer Lingus 2014 Annual Report Download - page 134

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132
new shares made in respect thereof unless such transfer or renunciation is shown to the satisfaction of the Directors to be a bone fide transfer
or renunciation to another beneficial owner unconnected with the holder or holders or any person appearing to have an interest in respect of
which a notice has been served.
Share Ownership Restrictions to protect Air Carrier Rights
Since the Company’s entitlement to obtain or to continue to hold or enjoy the benefit of the licences, permits, consents or privileges that
enable the Company to carry on business as an air carrier in Ireland and/or internationally (‘‘the Company’s air carrier rights’’), can be
adversely affected if too many of the Ordinary Shares are held by persons who are not regarded as EU nationals (“Non-Qualifying
Nationals”), the Directors are given certain powers under the Articles of Association to take action to ensure that shareholdings of Non-
Qualifying Nationals in the Company’s share capital are not of such a size or type which could jeopardise the Company’s air carrier rights.
The Directors have the power to designate a maximum percentage of the Company’s share capital (a ‘‘Permitted Maximum’’) which may be
held by Non-Qualifying Nationals and have determined that this will initially be in excess of 45% but less than 50%. This percentage may
be varied by the Directors from time to time.
Restrictions on the Disposal of London Heathrow Slots
The Articles of Association contain provisions requiring shareholder approval for the disposal of landing and departure slots allocated to the
Company at London Heathrow Airport. If the Group proposes to dispose of any of the slots at London Heathrow that it was using in
September 2006, it is required to notify shareholders in the manner set out in the Articles of Association, and shareholders representing 20%
or more of the issued Ordinary Shares may require, within 28 days of notification, that the matter be submitted to an extraordinary general
meeting. The disposal may proceed if at the extraordinary general meeting the relevant resolution is passed by not less than X% of the votes
cast at such meeting (where “X” is equal to 100 minus the percentage of the Ordinary Shares held by the Minister for Finance at the record
date of such meeting of the Company, expressed as a percentage of the total number of issued Ordinary Shares as at such record date, plus
5%) provided that if the value of “X” under this formula is greater than 75, “X” shall be deemed to be 75.
33 Share premium, capital conversion reserve fund, capital redemption reserve fund and other reserves
2014
2013
€'000
€'000
Share premium
At 1 January
359,449
510,605
Capital reduction (see below)
-
(151,156)
At 31 December
359,449
359,449
2014
2013
€'000
€'000
Capital conversion reserve fund
At 1 January
-
5,048
Capital reduction (see below)
-
(5,048)
At 31 December
-
-
2014
2013
€'000
€'000
Capital redemption reserve fund
At 1 January
-
343,796
Capital reduction (see below)
-
(343,796)
At 31 December
-
-
During 2013, the High Court approved the creation of distributable reserves of €500 million in Aer Lingus Group plc. The effect of the
creation of distributable reserves was the reduction in the capital conversion reserve fund and the capital redemption reserve fund (in each
case reduced to nil), along with a further balancing reduction to the share premium account of €151 million.