Ryanair Holdings Ltd.
Ticker:RYAAY Dublin Airport
Exchange:NASDAQ-National Market Dublin, IRELA
Industry:Transportation (SIC Code 4512)

Offering Information
Type of Shares:American Depositary Receipts Filing Date:5/5/97
U.S. Shares:5,416,759 Offer Date:5/29/97
Non-U.S. Shares:5,416,759 Filing Range:$13.07 - $15.44
Primary Shares:6,666,781 Offer Price:$14.73
Secondary Shares:4,166,738 Gross Spread:$0.88
Offering Amount: $154,431,790 Selling:$0.53
Expenses:$5,000,000 Reallowance:$0.10
Shares Out After:31,666,780

Primary Underwriting Group
ManagerTierPhone
Morgan Stanley & Co. IncorporatedLead Manager (212) 761-5900
CS First BostonCo-manager (212) 325-2000
Robinson-Humphrey Company, Inc., TheCo-manager (404) 266-6450

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Cleary, Gottlieb, Steen & Hamilton
Bank's Law Firm: Shearman & Sterling
Auditor: KPMG Peat Marwick
Registrar/Transfer Agent: Bank of Ireland

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
3/31/97 3/31/97
Revenue:$216.13Assets:$125.94
Net Income:$25.94Curr Assets:
EPS:$103.75Liabilities:$134.57
Prior EPS:Curr Liabilities:
Cash Flow/Oper:$28.09Equity:-$8.63
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company operates a low-fares no-frills scheduled passenger airline serving short-haul, point-to-point routes primarily between Ireland and the United Kingdom. In operates since 1985, the company began to introduce a low-fares, no-frills operating model under a new management team in the early 1990s. With its fleet of 13 owned Boeing 737-200A jet aircraft (supplemented as needed by other aircraft leased on a short-term basis), the ocmpany currently offers approximately 100 scheduled short-haul flights per day serving eight locations in England, three locations in Ireland and one location in each of Scotland and Wales. In early 1997, the company announced plans to begin service on new routes to three locations in continental Europe (Dublin to Paris (Beauvais) and Brussels (Charleroi) and London Stansted to Stockholm (Skavsta)) and one new location to each of Ireland (Kerry) and the U.K, (Bristol), beginning in May and June of 1997. To serve these routes and its existing network, the company is scheduled to take delivery of six additional used Boeing 737-200A aircraft by the end of 1997.

Competition
The level of competition among airlines is high. Significant competitive factors among airlines include, among other things, fare levels, frequency and dependability of service, name recognition, passen;ger amenities (such as frequent flyer programs), and the availability and convenience of other passenger services. The company competes with a number of other airlines that currently servie its routes, some of which are larger, have greater name recognition and greater resources than the company. Certain of the company's principal actual and potential competitiors are state-owned or controlled flag carriers that have received or may receive in the future significant amounts of subsidies and other state aid from their respective goverments. Management expects that the company will face competition from start-up low-fares airlines that may be formed to compete in the low-fares segment of the market as a result of the continuing liveralization of the EU air transport market.

Business Plan
The company's objective is to firmly establish itself as Europe's leading low-fares scheduled passenger airline through continued improvements and expanded offerings of its low-fares, no-frills service. The company aims to offer low fares that generate increased passenger traffic while maintaining a continuous focus on cost-containment an operating efficiencies. The key elements of the company's strategy are: (I) Low-fares, No frills Service, (ii) Frequent Point-to-Point Flights on Short-Haul Routes and (iii) Low Operating Costs.

Use of Proceeds
The proceeds from the proposed offering will be used to repay debt and to pay for eight aircraft bought from Lufthansa AG, to fund a plan to expand into new routes throughout Europe, taking advantage of deregulation that allows newcomers to compete with national airlines such as Aer Lingus, the state owned Irish carrier.

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