Ryanair 2016 Annual Report Download - page 68

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(including an ADR buy-back) in February 2016. At March 31, 2016 the Company had bought back approximately €418.1
million under this program. Following the June 23, 2016 Referendum vote by the U.K. to leave the EU, Ryanair announced
that it had increased the size of its buy-back program to the 5% buy-back limit approved by the shareholders at the
Company’s 2015 Annual General Meeting. Under this increased share buy-back program, the Company purchased just
over 65 million shares at a total cost of approximately €886 million. On July 1, 2016, the Board confirmed that it will hold
an Extraordinary General Meeting (“EGM”) on July 27, 2016 to seek approval from shareholders to grant the Board of the
Company the discretion to engage in further share buy-backs, should they decide that it is in the best interests of
shareholders, over the next fifteen months. While there is no plan to engage in further planned buy-backs (i.e. a VWAP
program) during the remainder of 2016, the Board is seeking the flexibility and discretion to do so, if there is further market
volatility such as that witnessed in the aftermath of the U.K. referendum vote. See “Item 8. Financial Information—Other
Financial Information—Dividend Policy.” As a holding company, Ryanair Holdings does not have any material assets
other than the shares of Ryanair.
Increased Costs for Possible Future ADR and Share Repurchases. In April 2012, the Company held an EGM to
authorize the directors to repurchase Ordinary Shares and ADRs for up to 5% of the issued share capital of the Company
traded on the NASDAQ Stock Market (“NASDAQ”). Up until April 2012, shareholders had only authorized the directors
to repurchase Ordinary Shares. As the ADRs have historically traded at a premium of 15% to 20% compared to Ordinary
Shares, this may result in increased costs in performing share buy-backs in the future. In fiscal 2016, the Company bought
back 53.7 million Ordinary Shares for cancellation, as part of its overall share buy-back. On June 20, 2013, the Company
detailed plans to return up to €1 billion to shareholders over the following two years. The Company completed €481.7
million in share buy-backs in the fiscal year 2014 and €112.0 million in fiscal year 2015. On May 19, 2014, the Company
had indicated 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. Additionally, the Company announced an €800 million share
buy-back program (including an ADR buy-back) in February 2016. At March 31, 2016 the Company had bought back
approximately €418.1 million under this program. Following the June 23, 2016 Referendum vote by the U.K. to leave the
EU, Ryanair announced that it had increased the size of its buy-back program to the 5% buy-back limit approved by the
shareholders at the Company’s 2015 Annual General Meeting. Under this increased share buy-back program, the Company
purchased just over 65 million shares at a total cost of approximately €886 million. On July 1, 2016, the Board confirmed
that it will hold an EGM on July 27, 2016 to seek approval from shareholders to grant the Board of the Company the
discretion to engage in further share buy-backs, should they decide that it is in the best interests of shareholders, over the
next fifteen months. While there is no plan to engage in in further planned buy-backs (i.e. a VWAP program) during the
remainder of 2016, the Board is seeking the flexibility and discretion to do so, if there is further market volatility such as
was witnessed in the aftermath of the U.K. Referendum vote.
Item 4. Information on the Company
INTRODUCTION
Ryanair Holdings was incorporated in 1996 as a holding company for Ryanair Limited. The latter operates an
ultra-low fare, scheduled-passenger airline serving short-haul, point-to-point routes between Ireland, the U.K., Continental
Europe, Morocco and Israel. Incorporated on November 28, 1984, Ryanair Limited began to introduce a low-fares
operating model in Europe under a new management team in the early 1990s. See “Item 5. Operating and Financial Review
and ProspectsHistory.” As of June 30, 2016, Ryanair had a principal fleet of over 350 Boeing 737-800 aircraft and
offered over 2,000 scheduled short-haul flights per day serving approximately 200 airports largely throughout Europe. See
“Route System, Scheduling and FaresRoute System and Scheduling” for more details of Ryanair’s route network. See
“Item 5. Operating and Financial Review and ProspectsSeasonal Fluctuations” for information about the seasonality of
Ryanair’s business.
Ryanair recorded a profit on ordinary activities after taxation of €1,559.1 million in the 2016 fiscal year, as
compared to a profit on ordinary activities after taxation of €866.7 million in the 2015 fiscal year. This increase of
approximately 80% was primarily attributable to an increase in revenues of approximately 16% from €5,654.0 million to
€6,535.8 million partially offset by an approximately 10% increase in operating expenses from €4,611.1 million to
€5,075.7 million. Also, the Company disposed of its 29.8% shareholding in Aer Lingus for €2.50 per share resulting in a
gain of €317.5 million primarily due to the reclassification of unrealised gains from other comprehensive income and