REG - Intl Con Airline Grp - Final pricing of repurchase of convertible bonds

International Consolidated Airlines SAAnnouncement

12/05/2026 18:30

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RNS Number : 0543E  International Cons Airlines Group  12 May 2026

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LOCATED OR RESIDENT IN, THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
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STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR
INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS ANNOUNCEMENT (SEE "INVITATION AND DISTRIBUTION RESTRICTIONS"
BELOW).

12 May 2026

International Consolidated Airlines Group, S.A. announces the final repurchase
price of the repurchase of its outstanding EUR 825,000,000 1.125% senior
unsecured convertible bonds due 2028

On Monday, 11 May 2026, International Consolidated Airlines Group, S.A. (the
"Purchaser"), announced that it had accepted for purchase for cash, on the
terms and conditions set out in the Invitation (as defined below), EUR
819,000,000 in aggregate principal amount of its outstanding EUR 825,000,000
Senior Unsecured Convertible Bonds due 2028 with ISIN code: XS2343113101 (the
"Bonds") in connection with the invitation announced by the Purchaser on
Monday, 11 May 2026 (the "Invitation"). Following continued interest from
holders of the Bonds, the Purchaser has today accepted for purchase pursuant
to the Invitation a further EUR 2,700,000 in aggregate principal amount of
Bonds, and has therefore accepted for purchase a total of EUR 821,700,000 in
aggregate principal amount of Bonds (which represents 99.6% of the aggregate
principal amount of the Bonds currently outstanding).

The Invitation was fully described in an invitation term sheet (the
"Invitation Term Sheet") prepared by the Purchaser in connection with the
Invitation.

The Purchaser hereby announces that the Final Repurchase Price payable by the
Purchaser per EUR 100,000 in principal amount of Bonds accepted for purchase
will be EUR 145,685.11, as calculated in accordance with the terms and
conditions of the Invitation.

Subject to the satisfaction or waiver of the Financing Condition (as defined
in the Invitation Term Sheet), settlement of the repurchase of Bonds pursuant
to the Invitation is expected to occur on or around Tuesday, 19 May 2026,
following which the Bonds repurchased will be cancelled in accordance with the
terms and conditions of the Bonds.

Following settlement of the Invitation, EUR 3,300,000 in aggregate principal
amount of the Bonds is expected to remain outstanding (although, following the
cancellation of the Bonds purchased pursuant to the Invitation, the Purchaser
intends to exercise the clean-up call and redeem the remaining outstanding
Bonds, in whole but not in part, at their principal amount, together with
accrued but unpaid interest, in accordance with the terms and conditions of
the Bonds).

BofA Securities Europe SA ("BofA Securities") and HSBC Continental Europe
("HSBC") acted as Joint Dealer Managers for the Invitation.

Purchaser's LEI: 959800TZHQRUSH1ESL13

 

For further information please contact:

 

 BofA Securities                     +44 207 995 3700

 Joint Dealer Manager

 Clifford Lucas / Thore Zimmermann

 HSBC Continental Europe             +44 207 991 5271

 Joint Dealer Manager

 Dan Kosary / Tony Sand

 

IMPORTANT INFORMATION - INVITATION AND DISTRIBUTION RESTRICTIONS

THE DISTRIBUTION OF THIS ANNOUNCEMENT AND/OR THE INVITATION TERM SHEET IN
CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION
THIS ANNOUNCEMENT AND/OR THE INVITATION TERM SHEET COME(S) ARE REQUIRED BY
EACH OF THE PURCHASER AND THE JOINT DEALER MANAGERS TO INFORM THEMSELVES
ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.

GENERAL

THE REPURCHASE PERIOD FOR THE INVITATION HAS NOW ENDED, AND NEITHER THIS
ANNOUNCEMENT, THE INVITATION TERM SHEET NOR THE ELECTRONIC TRANSMISSION
THEREOF CONSTITUTES AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL
ANY BONDS. IN THOSE JURISDICTIONS WHERE THE SECURITIES, BLUE SKY OR OTHER LAWS
REQUIRE THE INVITATION TO BE MADE BY A LICENSED BROKER OR DEALER AND EITHER OF
THE JOINT DEALER MANAGERS OR ANY OF THEIR RESPECTIVE AFFILIATES IS SUCH A
LICENSED BROKER OR DEALER IN ANY SUCH JURISDICTION, THE INVITATION SHALL BE
DEEMED TO BE MADE BY SUCH JOINT DEALER MANAGER OR SUCH AFFILIATE, AS THE CASE
MAY BE, ON BEHALF OF THE PURCHASER IN SUCH JURISDICTION.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER FACTORS

Certain statements included herein AND/OR IN THE INVITATION TERM SHEET may
constitute forward-looking statements within the meaning of the securities
laws of certain jurisdictions. Certain such forward-looking statements can be
identified by the use of forward-looking terminology such as "believes",
"expects", "may", "are expected to", "intends", "will", "will continue",
"should", "would be", "seeks", "anticipates" or similar expressions or the
negative thereof or other variations thereof or comparable terminology. These
forward-looking statements include all matters that are not historical facts.
They appear in a number of places throughout this announcement AND/OR THE
INVITATION TERM SHEET and include statements regarding the intentions, beliefs
or current expectations of the Purchaser concerning, among other things, the
results in relation to operations, financial condition, liquidity, prospects,
growth and strategies of the Purchaser and the industry in which it operates.
By their nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may or may not
occur in the future.

THIS ANNOUNCEMENT MUST BE READ IN CONJUNCTION WITH THE INVITATION TERM SHEET.
THE INVITATION TERM SHEET CONTAINS IMPORTANT INFORMATION WITH RESPECT TO THE
INVITATION.

THE JOINT DEALER MANAGERS ARE ACTING EXCLUSIVELY FOR THE PURCHASER AND NO-ONE
ELSE IN CONNECTION WITH THE INVITATION. THE JOINT DEALER MANAGERS WILL NOT
REGARD ANY OTHER PERSON AS THEIR RESPECTIVE CLIENTS AND WILL NOT BE
RESPONSIBLE TO ANYONE OTHER THAN THE PURCHASER FOR PROVIDING THE PROTECTIONS
AFFORDED TO ITS CLIENTS, NOR FOR PROVIDING ADVICE IN RELATION TO THE
INVITATION OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS
ANNOUNCEMENT AND/OR THE INVITATION TERM SHEET.

NEITHER OF THE JOINT DEALER MANAGERS OR ANY OF THEIR RESPECTIVE AFFILIATES OR
ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ADVISERS OR AGENTS
ACCEPTS ANY RESPONSIBILITY OR LIABILITY WHATSOEVER FOR OR MAKES ANY
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TRUTH, ACCURACY OR
COMPLETENESS OF THE INFORMATION IN THIS ANNOUNCEMENT AND/OR THE INVITATION
TERM SHEET (OR WHETHER ANY INFORMATION HAS BEEN OMITTED FROM THIS ANNOUNCEMENT
AND/OR THE INVITATION TERM SHEET) OR ANY OTHER INFORMATION RELATING TO THE
PURCHASER, WHETHER WRITTEN, ORAL OR IN A VISUAL OR ELECTRONIC FORM, AND
HOWSOEVER TRANSMITTED OR MADE AVAILABLE, OR FOR ANY LOSS HOWSOEVER ARISING
FROM ANY USE OF THIS ANNOUNCEMENT AND/OR THE INVITATION TERM SHEET OR THEIR
CONTENTS OR OTHERWISE ARISING IN CONNECTION THEREWITH.

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