20-F: Ryanair Holdings PLC Announces Amended and Restated Issue and Paying Agency Agreement

Sentiment:

Legal Agreement 19 May 2025 9:24 AM

Ryanair Holdings PLC updates its Euro Medium Term Note Programme with an amended and restated issue and paying agency agreement, ensuring compliance and operational efficiency.

Delay expectedBoeing delivery delays are mentioned as a factor affecting staff costs and aircraft utilization.

Summary

Ryanair DAC and Ryanair Holdings PLC have established a 6,000,000,000 Euro Medium Term Note Programme.
The program involves an amended and restated issue and paying agency agreement effective July 1, 2024.
The agreement outlines the roles and responsibilities of various agents, including the Fiscal Agent, Registrar, Transfer Agents, and Calculation Agent.
It details procedures for issuing, transferring, and replacing notes, as well as handling payments and redemptions.
The document includes provisions for meetings of noteholders, risk management, and compliance with legal and regulatory requirements.
The agreement is governed by English law or Irish law, depending on the specific notes, with exclusive jurisdiction in the courts of England or Ireland, respectively.
The program aims to provide a framework for issuing notes while ensuring the protection of noteholders' interests and compliance with relevant regulations.

Sentiment

Score: 7

Explanation: The document is largely factual and legalistic, but the ongoing investment in the fleet and the commitment to shareholder returns suggest a positive outlook.

Positives

The amended agreement provides a clear framework for managing the Euro Medium Term Note Programme.
The agreement ensures compliance with relevant legal and regulatory requirements.
The agreement outlines the responsibilities of various agents, promoting operational efficiency.
The agreement includes provisions for protecting the interests of noteholders.

Risks

The agreement is subject to changes in laws and regulations, which could impact its effectiveness.
The agreement relies on the performance of various agents, and any failure by these agents could disrupt the program.
The agreement is subject to potential disputes, which could lead to legal costs and delays.

Future Outlook

Ryanair aims to grow passenger numbers to approximately 300 million per annum by FY34, contingent on aircraft deliveries and market conditions.

Industry Context

The announcement reflects ongoing efforts within the airline industry to optimize financial structures and manage operational costs amid fluctuating market conditions and regulatory changes.

Comparison to Industry Standards

Ryanair's focus on low-cost operations and ancillary revenue generation aligns with strategies employed by other budget airlines like EasyJet and Wizz Air.
The company's fleet strategy, primarily relying on Boeing 737 aircraft, mirrors that of Southwest Airlines, known for its operational efficiencies.
Ryanair's hedging practices are common among airlines to mitigate fuel price volatility, similar to strategies used by Delta Air Lines and American Airlines.
The company's engagement in legal proceedings related to state aid and competition reflects the broader regulatory challenges faced by airlines in Europe, as seen with Lufthansa and Air France-KLM.

Legal Proceedings

Formal investigations by the European Commission are ongoing into Ryanairs agreements with Carcassonne, Girona, Reus, Trgu Mures and Beziers airports, and Ryanairs arrangements with Cagliari airport.
Ryanair is facing an allegation that it has benefited from unlawful State aid in a German court case launched by Lufthansa in 2006 in relation to Ryanairs arrangements with Frankfurt (Hahn).
Ryanair is currently involved in legal proceedings against the proprietors of screen scraper websites in Germany, Ireland and the U.S.
In September 2023, the AGCM opened an investigation into a potential abuse of a dominant position by Ryanair in its dealings with OTAs and bricks & mortar travel agents.
In May 2024, the Spanish Ministry of Consumer Affairs launched sanctioning proceedings against Ryanair and several other airlines regarding cabin baggage and other customer policies.

Stakeholder Impact

Shareholders are impacted by the share buyback program and dividend policy.
Customers may be affected by changes in fares and service offerings.
Employees are subject to the terms of the Code of Dealing and labor agreements.
Suppliers and creditors are affected by the company's financial performance and ability to meet its obligations.

Next Steps

The agents will continue to perform their duties as outlined in the amended agreement.
The Issuer and Guarantor will monitor compliance with the agreement and relevant regulations.
The Issuer and Guarantor will continue to manage the Euro Medium Term Note Programme.

Key Dates

Date	Description
2002-09-28	EASA (European Union Aviation Safety Agency) came into being.
2012	EU added aviation to the EU ETS (Emissions Trading System).
2013-03-18	Aircraft General Terms Agreement dated as of March 18, 2013 between the parties, identified as AGTA-XLR (AGTA).
2014-12-31	All B Shares and Deferred Shares issued in connection with the B scheme were either redeemed or cancelled during FY16 such that there were no B Shares or Deferred Shares remaining in issue as at March 31, 2016.
2016-10	CORSIA (Carbon Offsetting and Reduction Scheme for International Aviation) agreement was agreed between 191 ICAO countries.
2017-12	Ryanair announced its decision to recognize trade unions for collective bargaining purposes.
2018-12	Ryanair UK Limited (Ryanair UK) received an Air Operator Certificate and Operating License (UK AOC) from the UK Civil Aviation Authority (UK CAA).
2020-01-31	The UK's exit from the European Union.
2020-05-13	European Commissions Recommendation (EU) 2020/648 of May 13, 2020 on vouchers offered to passengers and travelers as an alternative to reimbursement for cancelled package travel and transport services in the context of the Covid-19 pandemic.
2020-12-02	Supplemental Agreement No. 5 to Purchase Agreement 4258 between the Boeing Company and Aviation Finance and Leasing Limited relating to Model Boeing 737-MAX-200 aircraft, dated as of December 2, 2020.
2020-12-24	The UK and the EU announced on December 24, 2020 that they had signed a Trade and Cooperation Agreement (the EUUK TCA).
2021-01-01	UK nationals ceased to qualify as EU nationals.
2021-03	The Court of Justice of the EU, in the Airhelp v SAS proceedings, effectively imposed strict liability on airlines to pay compensation where flights are canceled or delayed for three hours or more on arrival due to strikes by airline staff.
2021-03-15	The Ordinary Shares of Ryanair Holdings were migrated from the CREST System to the settlement system operated by Euroclear Bank SA/NV.
2021-06	Deliveries commenced in June 2021.
2021-07	The European Commission announced details of the proposed Fit for 55 legislation.
2022-02	Russia's invasion of Ukraine.
2022-12	The Council of the European Union reached unanimous agreement to adopt the EU Commissions directive relating to the Organization for Economic Co-operation and Developments (OECD) inclusive framework on Base Erosion and Profit Shifting (BEPS) Global Anti-Base Erosion Model Rules (referred to as GloBE or Pillar Two).
2023-03	The European Commission withdrew its finding of State aid (approximately 12m) concerning Ryanairs arrangements with Cagliari airport, following a General Court ruling in a related case.
2023-04	The air navigation service provision function of the IAA was transferred into a new corporate entity, AirNav Ireland.
2023-04-30	The dissolution of CAR and the merger of its functions with the IAA.
2023-05	Ryanair announced that it had entered into a purchase agreement with Boeing (the 2023 Boeing Contract) to purchase up to 300 Boeing 737 MAX-10 series aircraft.
2023-09	Ryanair's AGM approved the purchase agreement with Boeing.
2023-09	The AGCM opened an investigation into a potential abuse of a dominant position by Ryanair in its dealings with OTAs and bricks & mortar travel agents.
2023-11	The Irish High Court found that Flightbox, a screen scraper, was bound by the Terms of Use of the Ryanair website.
2023-11	The AGCM dropped its investigation in November 2023.
2024-01	Ryanair entered into the first Direct Distribution Agreement (DDA) with Love Holidays.
2024-01	The Milan Court of Appeal conclusively rejected claims of the OTAs Lastminute and Viaggiare that Ryanairs exclusive online distribution model constitutes an abuse of a dominant position.
2024-04	The AGCM started interim proceedings to determine whether there exists a risk of irreparable damage to competition during the time required for completing the main investigation, unless interim measures are imposed on the Company.
2024-05	The AGCM closed these interim proceedings in late May 2024, concluding that there was no basis for the adoption of precautionary measures pending the outcome of the main investigation.
2024-05	The Spanish Ministry of Consumer Affairs launched sanctioning proceedings against Ryanair and several other airlines regarding cabin baggage and other customer policies.
2024-07	A jury in the Delaware District Court found that Booking.com had violated the U.S. Computer Fraud and Abuse Act (CFAA) by accessing Ryanairs protected computer without authorization and with intent to defraud causing Ryanair loss in excess of $5,000.
2024-08	A follow-on 800m share buyback program was announced and launched in late August 2024.
2024-09-02	Ryanair's Board announced that it would review the ban on the purchase of Ordinary Shares by non-EU nationals and the voting restrictions on non-EU national holders of Ordinary Shares and ADSs.
2024-10	Ryanair withdrew its appeal to the Court of Justice in the Montpellier case.
2024-10	The Irish Data Protection Commission launched an inquiry into Ryanairs booking verification process.
2024-11	The Minister of Consumer Affairs decided to impose fines of approx. 170m on several airlines, including 107m on Ryanair, and to order discontinuation of the cabin baggage and several other customer policies.
2025-01	A ruling from the trial judge that the jury was incorrect to find that Ryanair suffered loss in excess of $5,000.
2025-02	Ryanair appealed this ruling to the U.S. Circuit Court in February 2025.
2025-02	The AGCM alleged that certain of Ryanairs responses to the AGCMs questions have been incomplete.
2025-03-07	The Board had resolved that it is in the best interest of the Company and shareholders as a whole to: 1) discontinue the purchase restrictions with immediate effect; 2) continue to apply the voting restrictions in respect of all Ordinary Shares and Depositary Shares held by or on behalf of non-EU nationals (including UK nationals); 3) update the market as appropriate on the proportion of the Companys issued share capital held by EU nationals; and 4) if required, reintroduce the purchase restrictions at an appropriate time to ensure that the proportion of the Companys issued share capital held by EU nationals is at least 20%.
2025-04	The AGCM started interim proceedings to determine whether there exists a risk of irreparable damage to competition during the time required for completing the main investigation, unless interim measures are imposed on Ryanair.
2025-04	The Company bought back approximately 1m ordinary shares, completing the 800m share buyback program.
2025-05	The AGCM closed these interim proceedings in late May 2024, concluding that there was no basis for the adoption of precautionary measures pending the outcome of the main investigation.
2025-05	The Board approved a follow-on 750m share buyback program (including Ordinary Shares underlying ADRs), which will likely run for the next 6 12 months.
2027 to 2033	Delivery of up to 300 Boeing 737 MAX-10 aircraft.

Keywords

Euro Medium Term Note Programme, Issue and Paying Agency Agreement, Ryanair, Bonds, Debt, Financial Instruments, Noteholders, Fiscal Agent, Registrar, Transfer Agent, Calculation Agent

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