SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the
month of May 2025
RYANAIR HOLDINGS PLC
(Translation
of registrant's name into English)
c/o Ryanair Ltd Corporate Head Office
Dublin Airport
County Dublin Ireland
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file
annual
reports
under cover Form 20-F or Form 40-F.
Form
20-F..X.. Form 40-F
Indicate
by check mark whether the registrant by furnishing the
information
contained
in this Form is also thereby furnishing the information to
the
Commission
pursuant to Rule 12g3-2(b) under the Securities
Exchange
Act of
1934.
Yes
No ..X..
If
"Yes" is marked, indicate below the file number assigned to the
registrant
in
connection with Rule 12g3-2(b): 82- ________
Standard Form TR-1
Standard form for notification of major holdings
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NOTIFICATION OF MAJOR HOLDINGS (to be sent to the
relevant issuer and to the Central Bank of
Ireland)i
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1. Identity of the issuer or the underlying issuer of existing
shares to which voting rights are attachedii: Ryanair Holdings
PLC
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2. Reason for the notification (please tick the
appropriate box or boxes):
[X] An
acquisition or disposal of voting rights
[ ] An
acquisition or disposal of financial instruments
[ ] An
event changing the breakdown of voting rights
[]
Other (please specify)iii:
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3. Details of person subject to the notification
obligationiv :
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Name:
HSBC Holdings plc
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City
and country of registered office (if applicable):
London,
United Kingdom
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4. Full name of shareholder(s) (if different from
3.)v:
HSBC
Bank plc
Internationale
Kapitalanlagegesellschaft mit beschränkter
Haftung
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5. Date on which the threshold was crossed or
reachedvi: 06/05/2025
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6. Date on which issuer notified: 08/05/2025
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7. Threshold(s) that is/are crossed or reached: 8%
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8. Total positions of person(s) subject to the notification
obligation:
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% of
voting rights attached to shares (total of 9.A)
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% of
voting rights through financial instruments(total of 9.B.1 +
9.B.2)
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Total
of both in % (9.A + 9.B)
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Total
number of voting rights of issuervii
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Resulting
situation on the date on which threshold was crossed or
reached
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8.357
%
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0.045
%
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8.402
%
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1,062,550,802
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Position
of previous notification (if applicable)
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9.339
%
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0.045
%
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9.385
%
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9. Notified details of the resulting situation on the date on which
the threshold was crossed or reachedviii:
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A: Voting rights attached to shares
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Class/type ofshares
ISIN
code (if possible)
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Number of voting rightsix
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% of voting rights
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Direct
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Indirect
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Direct
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Indirect
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IE00BYTBXV33
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88,799,113
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8.357
%
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SUBTOTAL A
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88,799,113
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8.357 %
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B 1: Financial Instruments according to Regulation 17(1)(a) of the
Regulations
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Type of financial instrument
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Expirationdatex
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Exercise/Conversion Periodxi
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Number of voting rights that may be acquired if the instrument is
exercised/converted.
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% of voting rights
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Stock
Lent
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387,728
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0.036
%
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SUBTOTAL B.1
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387,728
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0.036 %
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B 2: Financial Instruments with similar economic effect according
to Regulation 17(1)(b) of the Regulations
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Type of financial instrument
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Expirationdatex
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Exercise/Conversion Period xi
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Physical or cash settlementxii
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Number of voting rights
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% of voting rights
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Equity
Swap
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Cash Settled
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92,917
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0.008
%
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SUBTOTAL B.2
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92,917
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0.008 %
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10. Information in relation to the person subject to the
notification obligation (please tick the
applicable box):
[ ] Person subject to the notification obligation is not controlled
by any natural person or legal entity and does not control any
other undertaking(s) holding directly or indirectly an interest in
the (underlying) issuer.xiii
[X] Full chain of controlled undertakings through
which the voting rights and/or thefinancial instruments are
effectively held starting with the ultimate controlling natural
person or legal entityxiv:
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Namexv
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% of voting rights if it equals or is higher than the notifiable
threshold
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% of voting rights through financial instruments if it equals or is
higher than the notifiable threshold
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Total of both if it equals or is higher than the notifiable
threshold
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HSBC
Holdings plc
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HSBC
Bank plc
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8.270
%
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0.045
%
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8.315
%
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HSBC
Holdings plc
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HSBC
Bank plc
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HSBC
BANK PLC (PARIS BRANCH)
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HSBC
Continental Europe
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HSBC
Continental Europe S.A., Germany
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HSBC
Trinkaus & Burkhardt Gesellschaft fur Bankbeteiligungen
mbH
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Internationale
Kapitalanlagegesellschaft mit beschränkter
Haftung
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0.086
%
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Nil
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0.086
%
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11. In case of proxy voting: [name
of the proxy holder] will cease to hold [%
and number] voting
rights as of [date]
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12. Additional informationxvi:
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Done at London on 08/05/2025.
Notes
i.
Persons completing this form should have regard to the requirements
of the Transparency (Directive 2004/109/EC) Regulations 2007 as
amended (the "Regulations"), the Central Bank of Ireland's
Transparency Rules (the "Transparency Rules") and Commission
Delegated Regulation (EU) 2015/761 of 17 December
2014.
ii Full
name of the legal entity and other identifying specification of the
issuer or underlying issuer, provided it is reliable and accurate
(e.g. address, LEI, domestic number identity).
iii Other
reason for the notification could be voluntary notifications,
changes of attribution of the nature of the holding (e.g. expiring
of financial instruments) or acting in concert.
iv This
should be the full name of (a) the shareholder; (b) the natural
person or legal entity acquiring, disposing of or exercising voting
rights in the cases provided for in Regulation 15(b) to (h) of the
Regulations (Article 10 (b) to (h) of Directive 2004/109/EC); or
(c) the holder of financial instruments referred to in Regulation
17(1) of the Regulations (Article 13(1) of Directive
2004/109/EC).
As the disclosure of cases of acting in concert may vary due to the
specific circumstances (e.g. same or different total positions of
the parties, entering or exiting of acting in concert by a single
party) the standard form does not provide for a specific method how
to notify cases of acting in concert.
In relation to the transactions referred to in points (b) to (h) of
Regulation 15 of the Regulations (Article 10 of Directive
2004/109/EC), the following list is provided as an indication of
the persons who should be mentioned:
- in the circumstances foreseen in letter (b) of
Regulation 15 of the Regulations (Article 10 of Directive
2004/109/EC), the natural person or legal entity that acquires the
voting rights and is entitled to exercise them under the agreement
and the natural person or legal entity who is transferring
temporarily for consideration the voting rights;
- in the circumstances foreseen in letter
(c) of the Regulation 15 of the Regulations (Article 10 of
Directive 2004/109/EC), the natural person or legal entity holding
the collateral, provided the person or entity controls the voting
rights and declares its intention of exercising them, and natural
person or legal entity lodging the collateral under these
conditions;
- in the circumstances foreseen in letter (d) of
Regulation 15 of the Regulations (Article 10 of Directive
2004/109/EC), the natural person or legal entity who has a life
interest in shares if that person or entity is entitled to exercise
the voting rights attached to the shares and the natural person or
legal entity who is disposing of the voting rights when the life
interest is created;
- in the circumstances foreseen in letter (e) of
Regulation 15 of the Regulations (Article 10 of Directive
2004/109/EC), the controlling natural person or legal entity and,
provided it has a notification duty at an individual level under
Regulation 14 of the Regulations (Article 9 of Directive
2004/109/EC), under letters (a) to (d) of Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC) or under a
combination of any of those situations, the controlled
undertaking;
- in the circumstances foreseen in letter (f) of
Regulation 15 of the Regulations (Article 10 of Directive
2004/109/EC), the deposit taker of the shares, if he can exercise
the voting rights attached to the shares deposited with him at his
discretion, and the depositor of the shares allowing the deposit
taker to exercise the voting rights at his discretion;
- in the circumstances foreseen in letter (g) of
Regulation 15 of the Regulations (Article 10 of Directive
2004/109/EC), the natural person or legal entity that controls the
voting rights;
- in the circumstances foreseen in letter (h) of
Regulation 15 of the Regulations (Article 10 of Directive
2004/109/EC), the proxy holder, if he can exercise the voting
rights at his discretion, and the shareholder who has given his
proxy to the proxy holder allowing the latter to exercise the
voting rights at his discretion (e.g. management
companies).
v Applicable
in the cases provided for in Regulation 15(b) to (h) of the
Regulations (Article 10 (b) to (h) of Directive 2004/109/EC). This
should be the full name of the shareholder who is the counterparty
to the natural person or legal entity referred to in Regulation 15
of the Regulations (Article 10 Directive 2004/109/EC) unless the
percentage of voting rights held by the shareholder is lower than
the lowest notifiable threshold for the disclosure of voting rights
holdings in accordance with the requirements of the Regulations and
the Transparency Rules.
vi The
date on which threshold is crossed or reached should be the date on
which the acquisition or disposal took place or the other reason
triggered the notification obligation. For passive crossings, the
date when the corporate event took effect.
vii The
total number of voting rights shall be composed of all the shares,
including depository receipts representing shares, to which voting
rights are attached even if the exercise thereof is
suspended.
viii If
the holding has fallen below the lowest applicable threshold in
accordance with the Regulations and the Transparency Rules
the holder is not obliged to disclose the extent of the holding
only that the holding is "below
3%" or "below 5%" as appropriate.
ix In
case of combined holdings of shares with voting rights attached
"direct holding" and voting rights "indirect holding", please split
the voting rights number and percentage into the direct and
indirect columns - if there is no combined holdings, please leave
the relevant box blank.
x Date
of maturity/expiration of the financial instrument i.e. the date
when right to acquire shares ends.
xi If
the financial instrument has such a period - please specify this
period - for example once every 3 months starting from
[date].
xii In
case of cash settled instruments the number and percentages of
voting rights is to be presented on a delta-adjusted basis
(Regulation 17(4) of the Regulations/Article 13(1a) of Directive
2004/109/EC).
xiii If
the person subject to the notification obligation is either
controlled and/or does control another undertaking then the second
option applies.
xiv The
full chain of controlled undertakings, starting with the ultimate
controlling natural person or legal entity, has to be presented
also in cases in which only on subsidiary level a threshold is
crossed or reached and the subsidiary undertaking discloses the
notification, as only thus will the markets get a full picture of
the group holdings. In the case of multiple chains through which
the voting rights and/or financial instruments are effectively
held, the chains have to be presented chain by chain leaving a row
free between different chains (e.g.: A, B, C, free row, A, B, D,
free row, A, E, F etc.).
xv The
names of controlled undertakings through which the voting rights
and/or financial instruments are effectively held have to be
presented irrespective of whether the controlled undertakings cross
or reach the lowest applicable threshold
themselves.
xvi Example:
Correction of a previous notification.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
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RYANAIR
HOLDINGS PLC
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Date: 08
May, 2025
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By:___/s/
Juliusz Komorek____
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Juliusz
Komorek
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Company
Secretary
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