Ryanair 2016 Annual Report Download - page 67

67
Shares, American Depositary Shares (“ADSs”) or Affected Shares which give rise to the need to take action and treat such
Ordinary Shares, the American Depositary Receipts (“ADRs”) evidencing such ADSs, or Affected Shares as “Restricted
Shares.”
The Board of Directors may, under certain circumstances, deprive holders of Restricted Shares of their rights to
attend, vote at, and speak at general meetings, and/or require such holders to dispose of their Restricted Shares to an EU
national within as little as 21 days. The directors are also given the power to transfer such Restricted Shares themselves if
a holder fails to comply. In 2002, the Company implemented measures to restrict the ability of non-EU nationals to
purchase Ordinary Shares, and non-EU nationals are currently effectively barred from purchasing Ordinary Shares, and
will remain so for as long as these restrictions remain in place. There can be no assurance that these restrictions will ever
be lifted. Additionally, these foreign ownership restrictions could result in Ryanair’s exclusion from certain stock tracking
indices. Any such exclusion may adversely affect the market price of the Ordinary Shares and ADRs. On April 19, 2012,
the Company obtained shareholder approval to repurchase ADRs as part of its general authority to repurchase up to 5% of
the issued share capital in the Company. See “Item 10. Additional Information—Limitations on Share Ownership by Non-
EU Nationals” for a detailed discussion of restrictions on share ownership and the current ban on share purchases by non-
EU nationals.
As of June 30, 2016, EU nationals owned at least 53.6% of Ryanair Holdings’ Ordinary Shares (assuming
conversion of all outstanding ADRs into Ordinary Shares).
Holders of Ordinary Shares are Currently Unable to Convert those Shares into American Depositary Receipts.
In an effort to increase the percentage of its share capital held by EU nationals, on June 26, 2001, Ryanair Holdings
instructed The Bank of New York Mellon, the depositary for its ADR program (the “Depositary”), to suspend the issuance
of new ADRs in exchange for the deposit of Ordinary Shares until further notice. Holders of Ordinary Shares cannot
convert their Ordinary Shares into ADRs during this suspension, and there can be no assurance that the suspension will
ever be lifted. See also “—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.
The Company’s Results of Operations May Fluctuate Significantly. The Company’s results of operations have
varied significantly from quarter to quarter, and management expects these variations to continue. See “Item 5. Operating
and Financial Review and Prospects—Seasonal Fluctuations.” Among the factors causing these variations are the airline
industry’s sensitivity to general economic conditions, the seasonal nature of air travel, and trends in airlines’ costs,
especially fuel costs. Because a substantial portion of airline travel (both business and personal) is discretionary, the
industry tends to experience adverse financial results during general economic downturns. The Company is substantially
dependent on discretionary air travel.
The trading price of Ryanair Holdings’ Ordinary Shares and ADRs may be subject to wide fluctuations in
response to quarterly variations in the Company’s operating results and the operating results of other airlines. In addition,
the global stock markets from time to time experience extreme price and volume fluctuations that affect the market prices
of many airline company stocks. These broad market fluctuations may adversely affect the market price of the Ordinary
Shares and ADRs.
Ryanair Holdings May or May Not Pay Dividends. Since its incorporation as the holding company for Ryanair in
1996, Ryanair Holdings has only occasionally declared special dividends on both its Ordinary Shares and ADRs. The
directors of the Company declared on May 21, 2012 that Ryanair Holdings intended to pay a special dividend of €0.34 per
ordinary share (approximately €492 million) and following shareholder approval at the annual general meeting on
September 21, 2012 this special dividend was paid on November 30, 2012. In June 2013, the Company detailed plans to
return up to €1 billion to shareholders over the following next two years. The Company completed €481.7 million in share
buy-backs in the fiscal year 2014 (including just over 6.0 million ADR buy-backs) and €112.0 million in share buy-backs
in the fiscal year 2015. The Company had indicated on May 19, 2014 that it planned to pay a special dividend of up to
approximately €520 million in the fourth quarter of fiscal year 2015, and following shareholder approval at its annual
general meeting on September 25, 2014, this special dividend was paid on February 27, 2015. In February 2015, Ryanair
commenced a €400 million ordinary share buy-back program which was completed between February and August 2015.
In September, 2015 the Company announced a B share scheme of €398 million to return the proceeds from the sale of its
shares in Aer Lingus to shareholders. Additionally, the Company announced an €800 million share buy-back program