Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
10 February 2024 - 8:18AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
RYANAIR HOLDINGS PLC |
(Name
of Issuer) |
|
Ordinary
Shares, par value 0.6 euro cent per share |
(Title
of Class of Securities) |
|
783513203 |
(CUSIP
Number) |
December
31, 2023 |
(Date
of Event which Requires Filing of this Statement) |
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 783513203 | 13G | Page 2 of 7 |
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HSBC Holdings plc |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
(b)
☐ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in England with limited liability |
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
5 |
SOLE VOTING POWER
69,973,972 |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
69,973,972 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,973,972 |
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1% |
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC |
|
|
|
|
(1) The information set forth herein regarding percentages of beneficial ownership is
based upon information obtained from the Issuer (as defined below) regarding the 1,139,501,028 Ordinary Shares (defined below), underlying
American Depositary Receipts disclosed as outstanding as of November 30, 2023 by the Issuer in the prospectus filed with the Securities
and Exchange Commission on December 01, 2023.
CUSIP No. 783513203 | 13G | Page 3 of 7 |
Item 1.
|
(a) |
Name
of Issuer
Ryanair
Holdings plc (the “Issuer”) |
|
|
|
|
(b) |
Address
of Issuer’s Principal Executive Offices
c/o
Ryanair DAC
Dublin
Office
Airside
Business Park, Swords
County
Dublin, K67 NY94, Ireland |
Item 2.
|
(a) |
Name
of Person Filing
HSBC
Holdings plc |
|
|
|
|
(b) |
Address
of the Principal Office or, if none, residence
8
Canada Square, London E14 5HQ, United Kingdom |
|
|
|
|
(c) |
Citizenship
Incorporated
in England with limited liability |
|
|
|
|
(d) |
Title
of Class of Securities
Ordinary
Shares, par value 0.6 euro cent per share (“Ordinary Shares”) |
|
|
|
|
(e) |
CUSIP
Number
783513203 |
|
|
|
Item 3. If this statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
|
(a) |
☐ |
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
|
|
|
|
|
(b) |
☒ |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(c) |
☐ |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(d) |
☐ |
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
|
|
|
|
(e) |
☐ |
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
|
|
|
|
(f) |
☐ |
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
|
|
|
|
(g) |
☐ |
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
|
|
|
|
|
(h) |
☐ |
A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
|
|
(i) |
☐ |
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3); |
|
|
|
|
|
(j) |
☐ |
A
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J) |
|
|
|
|
|
(k) |
☐ |
Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
|
|
|
|
|
|
|
|
|
CUSIP No. 783513203 | 13G | Page 4 of 7 |
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
|
(a) |
Amount
beneficially owned: 69,973,972 |
|
|
|
|
|
(b) |
Percent
of class: 6.1% |
|
|
|
|
|
(c) |
Number
of shares as to which the person has: 69,973,972 |
|
|
|
|
|
|
(i) |
Sole
power to vote or to direct the vote: 69,973,972 |
|
|
|
|
|
|
(ii) |
Shared
power to vote or to direct the vote: 0 |
|
|
|
|
|
|
(iii) |
Sole
power to dispose or to direct the disposition of: 69,973,972 |
|
|
|
|
|
|
(iv) |
Shared
power to dispose or to direct the disposition of: 0 |
|
|
|
|
CUSIP No. 783513203 | 13G | Page 5 of 7 |
Reporting Date |
Position |
Percentage |
December 31, 2023 |
69,973,972 |
6.1% |
Item
5. |
Ownership
of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following ☐.
Item
6. |
Ownership
of More than Five Percent on Behalf of Another Person.
HSBC Bank plc has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares covered by this Statement that may be deemed
to be beneficially owned by the Reporting Person. Such interests of Ryanair Holdings plc relates to more than 5 percent of the class of
Ordinary Shares
|
Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
HSBC
Global Asset Management (UK) Limited
HSBC
International Trustee Limited
HSBC
Bank plc
HSBC
Continental Europe
INKA
Internationale Kapitalanlagegesellschft mbH Dusseldorf
|
Item
8. |
Identification
and Classification of Members of the Group.
N/A
|
CUSIP No. 783513203 | 13G | Page 6 of 7 |
Item
9. |
Notice
of Dissolution of Group.
N/A |
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with
a nomination under § 240.14a-11.
CUSIP No. 783513203 | 13G | Page 7 of 7 |
SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated:
February 9, 2024 |
|
|
|
HSBC Holdings
plc |
|
|
|
|
|
By: |
/s/
Aileen Taylor |
|
Name: |
Aileen Taylor |
|
Title: |
Company Secretary |
|
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