22nd Nov 2006 12:37
Paolo Pietrogrande22 November 2006 FORM 8.1/8.3 IRISH TAKEOVER PANEL Lodge with the Irish Stock Exchange (Company Announcements Office) (which will publicise) and the Panel. Use separate form for each class of securities in which dealings have been made. Date of Disclosure: 22.11.06 DISCLOSURE UNDER RULE 8.1(a), 8.1(b)(I) and 8.3 OF THE IRISH TAKEOVER PANEL ACT 1997, (TAKEOVER) RULES, 1997 Date of Dealing: 17.11.06 Dealing in (1) Class of Securities (e.g. ordinary shares) Ordinary Shares INRyanair Holidngs plc (2) Amount bought Amount sold Price per unit 50,000 at €3.70 per share 40,000 €9.88 Share Options - (3) Resultant total of the same class owned or controlled (andpercentage of class) 10,000 or 0.0000129% (4) Party making disclosure Paolo Pietrogrande (5) EITHER (a) Name of purchaser/vendor - PaoloPietrogrande OR (b) If dealing for discretionary client(s),name of fund management Organisation (6) Reason for disclosure (a) (I) offeror or associate of offeror YES (delete as approp) (II) [DEL:offeree:DEL][DEL: orassociate of offeree N(delete as approp) :DEL] Specify which category or categories of associate ((a) to (l)page 3/4) If category (l) explain Category (f) - director ofoffeor (b) Rule 8.3 (i.e. disclosure because of ownership orcontrol of 1% or more of the class of relevant securities dealt in) NO (delete as approp) Signed, for and on behalf of the party named in (4) above___________________________ (Also print name of signatory) Howard Millar Telephone and extension number +353-1-8121302 Page 2 of 4 FORM 8.1/8.3 continued Note 1. Specify owner, not nominee or vehicle company. If relevant, also identify controller of owner, e.g. where anowner normally acts on instructions of controller Note 2. Disclosure might be made for more than one reason; if so, state all reasons. Note 3. Specify which offeror if there is more than one. Note 4. When an arrangement exists with an offeror, with the offeree company or with an associate of any offeror or of the offeree company in relation to relevant securities, details of such arrangement must be disclosed, as required byRule 8.7. Note 5. It may be necessary, particularly when disclosing derivative transactions, to append a sheet to this disclosure form so that all relevant information can be given. Note 6. In the case of an average price bargain, each underlying trade should be disclosed. Note 7. Unless otherwise stated, references to Rules are to Rules in Part B of the Rules. Note 8. 'Stock Exchange'; see definition in Rule 2.1(a) of Part A. For full details of disclosure requirements, see Rule 8. If in doubt, consult the Panel Page 3 of 4 FORM 8.1/8.3 continued DEFINITION OF ASSOCIATE A person is deemed by Rule 2.2 in Part A of the Rules to be an 'associate' of an offeror or an offeree (as the case maybe) if that person: (a) is the holding company, a subsidiary or a subsidiary of the holding company, of the offeror or the offeree; (b) is an associated company of the offeror, of the offeree or of an associate of the offeror or of the offeree described in (a) (for this purpose ownership or control of 20% or more of the equity share capital of a company is regarded as the test of associated company status); (c) is a company of which the offeror, the offeree or an associate of the offeror or the offeree described in (a) or (b) is an associated company; (d) is a bank or a financial or other professional adviser (including a stockbroker) which is acting in relation to the offer or possible offer concerned for the offeror or offeree or for an associate of the offeror or offeree described in (a), (b) or (c) (not being a bank which is engaged only in the provision to the offeror, the offeree or such associate, as the case may be, of normal commercial banking services or in such activities in connectionwith the offer as confirming that cash is available, handling acceptances and other registration work), provided that, in case of an adviser which is a partnership, only those partners and professional staff who are actively engaged in relation to the offer or who are customarily engaged in the affairs of the relevant client or who have been engaged in those affairs within the period of two years prior to the commencement of the relative offer period shall be deemed to be associates of the offeror or the offeree (as the case may be); (e) is a person controlling, controlled by, or under the same control as*, an associate of the offeror or offeree described in (d); (f) Is (i) a director of the offeror, the offeree or any associate of the offeror or the offeree described in (a), (b) or (c); (ii) the spouse, parent, brother, sister or child of such a director; (iii) the trustee ofa trust (including a discretionary trust) of which such a director or any spouse, parent, brother, sister or child of such a director is a beneficiary or potential beneficiary; or (iv) a company controlled by one or more of directors, such members of their families and the trustees of all such trusts; (g) is a trustee of any pension scheme (other than an industry-wide scheme) in which the offeror, the offeree or any associate of the offeror or the offeree described in (a), (b) or (c) participates; Page 4 of 4 FORM 8.1/8.3 continued(h) is a collective investment scheme or other person the investments of which the offeror or the offeree or any associate of the offeror or offeree manages on a discretionary basis, in respect of the relevant investment accounts; (i) owns or controls, or together with one or more other persons acting in concert with him or her owns or controls, 5% or more of any class of relevant securities (as described in paragraphs (a) to (d) in Rule 8.9) of the offeror or the offeree; (j) is a party to an arrangement to which Rule 8.7 applies with any offeror or with an associate of any offeror inrespect of relevant securities, or is a party to such an arrangement with the offeree or with an associate of the offeree in respect of relevant securities; (k) has a material business relationship with the offeror or the offeree; or (l) (not falling within (a) to (k) directly or indirectly owns or deals in securities of an offeror or the offereeand has, in addition to his or her normal interest as a holder of securities, an interest or potential interest, whethercommercial, financial or personal, in the outcome of the offer or possible offer concerned. Paragraphs (a) to (k) are typical cases. Paragraphs (l) above is a category to cover associate status not within paragraphs (a) to (k) *Note: The test for whether a person controls, is controlled by, or is under the same control as,another person willbe by reference to the definition of control contained in the Irish Takeover Panel Act, 1997, namely, the holding, whether directly or indirectly, of securities of the company concerned that confer, in aggregate, not less than 30% of the voting rights in that company. If in doubt, consult the Panel. This announcement has been issued through the Companies Announcement Service of The Irish Stock Exchange. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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