22 Oct 2015 10:42
RYANAIR HOLDINGS PLC
22 October, 2015
RESULT of Extraordinary General Meeting HELD ON 22nd OCTOBER, 2015
Ryanair, Europe's favourite airline, advises that all of the Resolutions proposed for consideration at the Extraordinary General Meeting of the Company held in Dublin today were carried. All Resolutions were decided on a show of hands. Results of proxy votes are set out in the following table. These Resolutions relate to the return to Shareholders of approximately €398 million, representing the gross proceeds from the sale of Ryanair's shares in Aer Lingus, which was announced on 24 September, 2015. Details of the Resolutions are contained in the Circular containing the Notice of the Extraordinary General Meeting which is available on the Ryanair website.
Votes For | Votes Against | Total Votes* | Votes Withheld* | Total (inc. Withheld) | ||||
Number | Percentage% | Number | Percentage% | Number | Number | |||
Resolution 1 | 988,917,003 | 100.00% | 6,205 | 0.00% | 988,921,668 | 9,396 | 988,932,604 | |
Resolution 2 | 988,914,415 | 100.00% | 6,305 | 0.00% | 988,919,180 | 11,884 | 988,932,604 | |
Resolution 3 | 988,913,513 | 100.00% | 5,815 | 0.00% | 988,917,788 | 13,276 | 988,932,604 | |
Resolution 4 | 988,914,383 | 100.00% | 4,825 | 0.00% | 988,917,668 | 13,396 | 988,932,604 | |
Resolution 5 | 988,911,468 | 100.00% | 7,207 | 0.00% | 988,917,135 | 13,929 | 988,932,604 | |
* As "Votes Withheld" are not votes in law, they are not taken into account in the calculation of the proportion of the votes For and Against or in the Total Votes shown.
The Return of Cash amounts to €0.2942 per Existing Ordinary Share and is being effected by means of a B Share scheme. This gives Shareholders (other than Restricted Shareholders and ADS Holders, all of whom will receive the B Share Dividend) a choice as to the form in which they receive their proceeds from the Return of Cash - redemption proceeds (the Redemption Option) or dividend income (the B Share Dividend).
Shareholders (other than Restricted Shareholders and ADS Holders) who wish to receive the B Share Dividend must complete and return a valid Form of Election or submit a valid USE Instruction (as the case may be) prior to 1.00 p.m. on 5 November, 2015.
Shareholders (other than Restricted Shareholders and ADS Holders) who wish to receive their proceeds in the form of a redemption need take no further action as any eligible Shareholders who do not complete and return a Form of Election or submit a valid USE Instruction prior to 1.00 p.m. on 5 November, 2015 will be deemed to have elected for the Redemption Option.
In order to try to maintain (subject to market fluctuations) the market price for Ordinary Shares at approximately the same level as immediately prior to the implementation of the Return of Cash, a Capital Reorganisation, entailing a Share Consolidation on the basis of 39 New Ordinary Shares for every 40 Existing Ordinary Shares, is being implemented.
Application has been made to the Irish Stock Exchange and the UK Listing Authority for 1,319,320,802 ordinary shares of nominal value €0.006 in the capital of the Company (being the New Ordinary Shares in issue on completion of the Share Consolidation) to be admitted to the Official List of the Irish Stock Exchange and the Official List of the UK Listing Authority and application has been made to the Irish Stock Exchange and the London Stock Exchange for these New Ordinary Shares to be admitted to trading on the respective main markets for listed securities of the Irish Stock Exchange and the London Stock Exchange.
The New Ordinary Shares in issue on completion of the Share Consolidation will be equivalent in all material respects to the Existing Ordinary Shares, including as to dividend, voting and other rights.
Admission is expected to be effective on 28 October, 2015 at 8.00 a.m. in accordance with the dates set out below.
Expected Timetable
The expected timetable of events in respect of the Return of Cash and the Capital Reorganisation for Shareholders (excluding ADS Holders) and for ADS Holders is set out below.
TIMETABLE FOR SHAREHOLDERS (EXCLUDING ADS HOLDERS)
Event | Time and/or date(all references to time in this section are to Dublin time) |
Latest time and date for dealings in Existing Ordinary Shares. Share register of Existing Ordinary Shares closed and Existing Ordinary Shares disabled
| 4.30 p.m. on 27 October, 2015 |
Capital Reorganisation Record Date | 6.00 p.m. on 27 October, 2015 |
Ex-date in respect of the Capital Reorganisation | 28 October, 2015 |
Admission of New Ordinary Shares to the Official Lists and to trading on the Irish Stock Exchange and London Stock Exchange's main markets for listed securities (Listing) | 8.00 a.m. on 28 October, 2015 |
Dealings in New Ordinary Shares commence. New Ordinary Shares entered into CREST and CREST accounts credited with 'Interim CREST entitlements' in respect of B Shares | 8.00 a.m. (or as soon as possible thereafter) on 28 October, 2015 |
Latest time and date for receipt of Forms of Election and USE Instructions in relation to the B Share Choices
| 1.00 p.m. on 5 November, 2015 |
Redemption of B Shares pursuant to the Redemption Option | 6.00 p.m. on 5 November, 2015 |
B Share Dividend Record Time | 6.00 p.m. on 5 November, 2015 |
B Share Dividend declared and becomes payable | 6.00 p.m. on 5 November, 2015 |
B Shares automatically convert into Deferred Shares
| 6.00 p.m. on 5 November 2015 |
Despatch of New Ordinary Share certificates Despatch of cheques in respect of the B Shares redeemed under the Redemption Option Despatch of cheques in respect of the B Share Dividend Despatch of cheques in respect of the sale of fractional entitlements | By 16 November, 2015 |
Notes:
(1) All events in the above timetable following Listing are conditional upon Listing becoming effective.
(2) All references to time in this announcement are to time in Dublin, save where otherwise stated.
TIMETABLE FOR ADS HOLDERS
Event | Time and/or date(all references to time in this section are to New York time) |
Latest time and date for dealing in Existing ADSs | 4.00 p.m. on 27 October, 2015
|
ADS Record Date for the ADS consolidation and entitlement to New ADSs and the B Share Dividend
| 5.00 p.m. on 27 October, 2015 |
Ex-date in respect of the ADS consolidation and entitlement to New ADSs and the B Share Dividend
| 28 October, 2015 |
ADS Effective Date for ADS consolidation | 28 October, 2015 |
Entitlements to New ADSs credited to DTC. Dealings commence in New ADSs | 9.30 a.m. on 28 October, 2015 |
Payment of net B Share Dividend to ADS Holders | On or about 27 November, 2015 |
Notes:
(1) The B Share Dividend will be paid to ADS holders net of the Depositary's fee of US$0.02 per Existing ADS and any applicable expenses and taxes.
Defined terms used in this announcement have the same meaning as in the Circular issued by the Company dated 28 September, 2015.
ENDS
For further information
please contact: Robin Kiely Joe Carmody
Ryanair Ltd Edelman Ireland
Tel: +353-1-9451949 Tel: +353-1-6789 333
press@ryanair.com ryanair@edelman.com