Ryanair 2012 Annual Report Download - page 112

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Since certain of the Ordinary Shares are held by brokers or other nominees, the number of direct record
holders in the United States, which is reported above 68, may not be fully indicative of the number of direct
beneficial owners in the United States, or of where the direct beneficial owners of such shares are resident.
In order to increase the percentage of its share capital held by EU nationals, beginning June 26, 2001,
Ryanair Holdings instructed the Depositary to suspend the issuance of new ADRs in exchange for the deposit of
Ordinary Shares until further notice. Therefore, holders of Ordinary Shares cannot currently convert their
Ordinary Shares into ADRs. The Depositary will however convert existing ADRs into Ordinary Shares at the
request of the holders of such ADRs. The Company in 2002 implemented additional measures to restrict the
ability of non-EU nationals to purchase Ordinary Shares. As a result, non-EU nationals are currently effectively
barred from purchasing Ordinary Shares. See ―Item 10. Additional Information—Limitations on Share
Ownership by Non-EU Nationals‖ for additional information.
The Company, at its annual general meeting of the Shareholders, has, in recent years, passed a special
resolution permitting the Company to engage in Ordinary Share buy-back programs subject to certain limits
noted below. Since June 2007 (when the Company engaged in its first Ordinary Share buy-back program) the
Company has repurchased the following Ordinary Shares:
Year ended March 31,
No. of shares („m)
Approx. cost (€‟m)
2008 ..........................................................................
59.5
300.0
2009 ..........................................................................
18.1
46.0
2010 ..........................................................................
-
-
2011 ..........................................................................
-
-
2012 ..........................................................................
36.5
124.6
2013 (as at July 13, 2012) .........................................
15.0
67.5
Total ..........................................................................
129.1
538.1
All Ordinary Shares repurchased have been cancelled.
The maximum price at which the Company may repurchase Ordinary Shares, in accordance with the
listing rules of the Irish Stock Exchange and of the Financial Services Authority, is the higher of 5% above the
average market value of the Company‘s Ordinary Shares for the five business days prior to the day of the
repurchase and the price stipulated by Article 5(1) of Commission Regulation (EC) of 22 December 2003 (No.
2273/2003) (which is the higher of the last independent trade and the highest current independent bid on the
Irish Stock Exchange). The minimum price at which the Company may repurchase Ordinary Shares is their
nominal value, currently 0.635 euro cent per share.
At an extraordinary general meeting of Shareholders held on April 19, 2012 the Company obtained a
new repurchase authority which will enable the Company to repurchase the Company‘s ADRs which are traded
on NASDAQ. The maximum price at which Ordinary Shares which underlie the Company‘s ADRs can be
repurchased is 5% above the average market value of one-fifth of the Company‘s ADRs as quoted on
NASDAQ, for the five business days prior to the date of purchase (as one ADS represents five Ordinary
Shares). Any ADRs purchased will be converted to Ordinary Shares by the Company‘s brokers for subsequent
repurchase and cancellation by the Company.
As of June 30, 2012, the total number of options over Ordinary Shares outstanding under all of the
Company‘s share option plans was 17,912,382, representing 1.2% of the Company‘s issued share capital at that
date.