Ryanair 2011 Annual Report Download - page 117

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In an effort to increase the percentage of its share capital held by EU nationals, on June 26, 2001,
Ryanair Holdings instructed the Depositary to suspend the issuance of new ADSs in exchange for the deposit of
Ordinary Shares until further notice to its shareholders. Holders of Ordinary Shares cannot convert their
Ordinary Shares into ADRs during such suspension, and there can be no assurance that the suspension will ever
be lifted.
As a further measure to increase the percentage of shares held by EU nationals, on February 7, 2002,
the Company issued a notice to shareholders to the effect that any purchase of Ordinary Shares by a non-EU
national after such date will immediately result in the issue of a Restricted Share Notice to such non-EU national
Purchaser. The Restricted Share Notice compels the non-EU national purchaser to sell the Affected Shares to an
EU national within 21 days of the date of issuance. In the event that any such non-EU national shareholder does
not sell its shares to an EU national within the specified time period, the Company can then take legal action to
compel such a sale. As a result, non-EU nationals are effectively barred from purchasing Ordinary Shares for as
long as these restrictions remain in place. There can be no assurance that these restrictions will ever be lifted.
Concerns about the foreign ownership restrictions described above could result in the exclusion of
Ryanair from certain stock tracking indices. Any such exclusion may adversely affect the market price of the
Ordinary Shares and ADRs. See also “Item 3. Risk Factors––Risks Related to Ownership of the Company’s
Ordinary Stock—EU Rules Impose Restrictions on the Ownership of Ryanair Holdings’ Ordinary Shares by
Non-EU nationals and the Company has Instituted a Ban on the Purchase of Ordinary Shares by Non-EU
Nationals” above.
As of June 30, 2011, EU nationals owned at least 52.7% of Ryanair Holdings’ Ordinary Shares
(assuming conversion of all outstanding ADRs into Ordinary Shares). Ryanair continuously monitors the
ownership status of its Ordinary Shares, which changes on a daily basis.
TAXATION
Irish Tax Considerations
The following is a discussion of certain Irish tax consequences of the purchase, ownership and
disposition of Ordinary Shares or ADSs. This discussion is based upon tax laws and practice of Ireland at the
date of this document, which are subject to change, possibly with retroactive effect. Particular rules may apply
to certain classes of taxpayers (such as dealers in securities) and this discussion does not purport to deal with the
tax consequences of purchase, ownership or disposition of the relevant securities for all categories of investors.
The discussion is intended only as a general guide based on current Irish law and practice and is not
intended to be, nor should it be considered to be, legal or tax advice to any particular investor or stockholder.
Accordingly, current stockholders or potential investors should satisfy themselves as to the overall tax
consequences by consulting their own tax advisers.
Dividends. If Ryanair Holdings pays dividends or makes other relevant distributions, the following is
relevant:
Withholding Tax. Unless exempted, a withholding at the standard rate of income tax (currently 20%)
will apply to dividends or other relevant distributions paid by an Irish resident company. The withholding tax
requirement will not apply to distributions paid to certain categories of Irish resident stockholders or to
distributions paid to certain categories of non-resident stockholders.
The following Irish resident stockholders are exempt from withholding if they make to the Company,
in advance of payment of any relevant distribution, an appropriate declaration of entitlement to exemption:
• Irish resident companies;
• Pension schemes approved by the Irish Revenue Commissioners (“Irish Revenue”);
• Qualifying fund managers or qualifying savings managers;