SEC Company Response from RYANAIR HOLDINGS PLC (RYAAY, RYAOF) (CIK 0001038683) (RYAAY) — Apr 9, 2021
RYANAIR HOLDINGS PLC (RYAAY, RYAOF) (CIK 0001038683)
Date: April 9, 2021 · CIK: 0001038683 · Accession: 0001193125-21-111018
AI Filing Summary & Sentiment
File numbers found in text: 000-29304
Referenced dates: March 30, 2021
Letter
Ryanair Dublin Office
Airside Business Park
Swords
County Dublin
Ireland
Telephone: +353 1 945 1212
Website: www.ryanair.com
VIA EDGAR TRANSMISSION
April 9, 2021
Division of Corporation Finance
Office of Energy & Transportation
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.
Re: Ryanair Holdings plc
Form 20-F for the Fiscal Year Ended March 31, 2020
Filed July 28, 2020
Form 6-K Filed on February 1, 2021
File No. 000-29304
Ladies and Gentlemen:
By letter dated March 30, 2021, the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) provided a comment on the Form 6-K containing third quarter results for fiscal year 2021 (the “Form 6-K”), furnished to the SEC on February 1, 2021 by Ryanair Holdings plc (the “Company”). The Company today is submitting, via EDGAR, a response to the Staff’s comment.
For convenience, we have reproduced below the Staff’s comment in bold and have provided the Company’s response immediately below the comment.
Please refer to Regulation G and address the following Non-IFRS issues related to your interim income statement for the 2021 fiscal year:
•
Appropriately label your non-IFRS measures. For example, label the Q3 loss of €306 million presented in the heading and first sentence of your earning release as non-IFRS. Similarly, label the appropriate columns of your reconciliation as non-IFRS.
•
Present the comparable IFRS measure alongside any non-IFRS measures presented.
•
Present a reconciliation of your non-IFRS measures that begins with the IFRS measure, then adds or subtracts adjustments to arrive at the non-IFRS measures.
Response: We acknowledge the Staff’s comment, but respectfully submit that pursuant to Rule 100(c) of Regulation G, the Company is exempt from the requirements of Rule 100(a) of Regulation G with respect to the Form 6-K. We further respectfully advise the Staff that the Company has not incorporated by reference the Form 6-K into any registration statement filed pursuant to the Securities Act of 1933, and thus Item 10(e) of Regulation S-K also does not apply.
Board of Directors: Stan McCarthy – Chairman, Roisin Brennan, Michael Cawley, Emer Daly,
Howard Millar, Dick Milliken (UK), Michael O’Brien, Michael O’Leary, Julie O’Neill, Louise Phelan
Registered Office: Ryanair Dublin Office, Airside Business Park, Swords, County Dublin, Ireland
Company No. 249885
The Company acknowledges its obligation to comply with Item 10(e) of Regulation S-K in its Form 20-F for the fiscal year ended March 31, 2021, which the Company expects to file in July 2021, and in any Form 6-K the Company files and incorporates by reference in any future registration statement under the Securities Act of 1933, as amended.
********
Thank you for your consideration of the Company’s response. If you or any other member of the Staff has any further questions or comments concerning the response, or if you require additional information, please do not hesitate to contact me.
Yours Sincerely,
/s/ Neil Sorahan
Neil Sorahan
Group CFO
cc: David I. Gottlieb
Cleary Gottlieb Steen & Hamilton LLP
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CORRESP 1 filename1.htm CORRESP Ryanair Dublin Office Airside Business Park Swords County Dublin Ireland Telephone: +353 1 945 1212 Website: www.ryanair.com VIA EDGAR TRANSMISSION April 9, 2021 Division of Corporation Finance Office of Energy & Transportation Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Ryanair Holdings plc Form 20-F for the Fiscal Year Ended March 31, 2020 Filed July 28, 2020 Form 6-K Filed on February 1, 2021 File No. 000-29304 Ladies and Gentlemen: By letter dated March 30, 2021, the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) provided a comment on the Form 6-K containing third quarter results for fiscal year 2021 (the “Form 6-K”), furnished to the SEC on February 1, 2021 by Ryanair Holdings plc (the “Company”). The Company today is submitting, via EDGAR, a response to the Staff’s comment. For convenience, we have reproduced below the Staff’s comment in bold and have provided the Company’s response immediately below the comment. Please refer to Regulation G and address the following Non-IFRS issues related to your interim income statement for the 2021 fiscal year: • Appropriately label your non-IFRS measures. For example, label the Q3 loss of €306 million presented in the heading and first sentence of your earning release as non-IFRS. Similarly, label the appropriate columns of your reconciliation as non-IFRS. • Present the comparable IFRS measure alongside any non-IFRS measures presented. • Present a reconciliation of your non-IFRS measures that begins with the IFRS measure, then adds or subtracts adjustments to arrive at the non-IFRS measures. Response: We acknowledge the Staff’s comment, but respectfully submit that pursuant to Rule 100(c) of Regulation G, the Company is exempt from the requirements of Rule 100(a) of Regulation G with respect to the Form 6-K. We further respectfully advise the Staff that the Company has not incorporated by reference the Form 6-K into any registration statement filed pursuant to the Securities Act of 1933, and thus Item 10(e) of Regulation S-K also does not apply. Board of Directors: Stan McCarthy – Chairman, Roisin Brennan, Michael Cawley, Emer Daly, Howard Millar, Dick Milliken (UK), Michael O’Brien, Michael O’Leary, Julie O’Neill, Louise Phelan Registered Office: Ryanair Dublin Office, Airside Business Park, Swords, County Dublin, Ireland Company No. 249885 The Company acknowledges its obligation to comply with Item 10(e) of Regulation S-K in its Form 20-F for the fiscal year ended March 31, 2021, which the Company expects to file in July 2021, and in any Form 6-K the Company files and incorporates by reference in any future registration statement under the Securities Act of 1933, as amended. ******** Thank you for your consideration of the Company’s response. If you or any other member of the Staff has any further questions or comments concerning the response, or if you require additional information, please do not hesitate to contact me. Yours Sincerely, /s/ Neil Sorahan Neil Sorahan Group CFO cc: David I. Gottlieb Cleary Gottlieb Steen & Hamilton LLP 2