Ryanair Hold. Plc

Major Shareholding Notification • Feb 8, 2023

SC 13G/A 1 ryan-sc13ga_123122.htm ACQUISITION OF BENEFICIAL OWNERSHIP

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

RYANAIR HOLDINGS PLC
(Name
of Issuer)
Ordinary
Shares, par value 0.6 euro cent per share
(Title
of Class of Securities)
G7727C186
(CUSIP
Number)
December
31, 2022
(Date
of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

• 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).

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CUSIP No. G7727C186 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 63,080,257 |
| | 6 | SHARED
VOTING POWER 0 |
| | 7 | SOLE
DISPOSITIVE POWER 63,080,257 |
| | 8 | SHARED
DISPOSITIVE POWER 0 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 63,080,257 | |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.5% | |
| 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 1,138,664,528 Ordinary Shares (defined below), underlying American Depositary Receipts disclosed as outstanding as of November 30, 2022 by the Issuer in the prospectus filed with the Securities and Exchange Commission on December 01, 2022.

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CUSIP No. G7727C186 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 G7727C186 |

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). |

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CUSIP No. G7727C186 13G Page 4 of 7

ITEM 4. Ownership.

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: 63,080,257 | |
| --- | --- | --- |
| (b) | Percent
of class: 5.5% | |
| (c) | Number
of shares as to which the person has: 63,080,257 | |
| | (i) | Sole
power to vote or to direct the vote 63,080,257 |
| | (ii) | Shared
power to vote or to direct the vote 0 |
| | (iii) | Sole
power to dispose or to direct the disposition of 63,080,257 |
| | (iv) | Shared
power to dispose or to direct the disposition of 0 |

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CUSIP No. G7727C186 13G Page 5 of 7

| Reporting
Date | Position | Percentage |
| --- | --- | --- |
| December
31, 2022 | 63,080,257 | 5.5% |

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

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CUSIP No. G7727C186 13G Page 6 of 7

ITEM 9. Notice of Dissolution of Group. N/A

ITEM 10. Certification.

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.

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CUSIP No. G7727C186 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: Feb 8,
2023 | |
| --- | --- |
| HSBC Holdings
plc | |
| By: | /s/
Hannah Ashdown |
| Name: | Hannah Ashdown |
| Title: | Company Secretary |

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