REG - Intl Con Airline Grp - First tranche of share purchase programme

International Consolidated Airlines SAAnnouncement

28/02/2025 16:00

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RNS Number : 9475Y  International Cons Airlines Group  28 February 2025

 

First Tranche of Share Buyback Programme

INTERNATIONAL CONSOLIDATED AIRLINES GROUP, S.A. ("IAG" or the "Company")
today announces the launch of the first tranche of €500 million (the "First
Tranche") of its share buyback programme of up to €1,000 million announced
on 28 February 2025 (the "Programme").

The purpose of the Programme will be the reduction of IAG's share capital
(subject to the approval of such reduction by its Shareholders' Meeting) and
will be carried out in accordance with the authorisation granted by the Annual
General Shareholders' Meeting held on 26 June 2024 and, if granted, by the
Annual General Shareholders' Meeting which is expected to be held in June
2025.

Goldman Sachs Bank Europe SE ("GS") and Morgan Stanley Europe SE ("MS") have
been engaged to implement the Programme, in sequential portions (so that each
bank will implement alternate portions of each tranche of the Programme). GS
and MS (and/or its delegates) will make the share purchases on the Company's
behalf (acting as riskless principal and not as agent) and make all trading
decisions independently of, and uninfluenced by, the Company, subject to
certain parameters agreed between the Company and each of GS and MS prior to
the commencement of the Programme.

Qatar Airways Group Q.C.S.C. ("Qatar Airways") has agreed to participate in
the Programme on a pro rata basis so as to maintain its current aggregate
stake in IAG (25.1434% of its share capital). For such purpose, arrangements
have been entered into between Qatar Airways, GS and MS pursuant to which
Qatar Airways has agreed not to sell IAG shares in the market during the
Programme but instead to sell to GS and MS, as applicable, on each trading day
during the Programme (for on-sale to IAG) a number of shares proportionate to
the number of shares bought by GS or MS, as applicable, in the market on each
trading day, and at a price per share equal to the volume weighted average
price at which GS or MS, as applicable, has purchased such shares on the
market on such trading day.

Therefore, the First Tranche of the Programme will be executed through
purchases of shares from market participants and purchases of shares from
Qatar Airways on the terms set forth above, in an aggregate amount of up to
€500 million (€374 million for purchases from market participants and
€126 million for purchases from Qatar Airways).

The First Tranche of the Programme will start on 5 March 2025 and is expected
to end no later than 30 May 2025, unless terminated by the Company, GS or MS,
as applicable, in certain circumstances.

The First Tranche will be carried out in accordance with the provisions of the
Market Abuse Regulation (EU) 596/2014 and Commission Delegated Regulation (EU)
2016/1052 (including as incorporated into UK law) regarding the exemption for
buyback programmes, and will have the following characteristics:

a)    Regulated market: the shares will be purchased on both the London
Stock Exchange and the Spanish Stock Exchanges (each an "Exchange").

b)    Maximum pecuniary amount allocated to the First
Tranche: €500,000,000, with up to €374,283,000 allocated to purchases of
shares from market participants.

c)    Maximum number of shares to be acquired pursuant to the First
Tranche: up to 330,000,000 ordinary shares, which represent 6.64 per
cent. of the Company's share capital as of today's date (28 February 2025).

d)    Consideration per share: the shares will be purchased at a price of
no more than the lower of: (i) the higher of the price of the last
independent trade and the highest then current independent purchase bid on the
Exchange where the purchase is carried out, and (ii) 105 per cent. of the
average market value of the shares for the five business days prior to the day
the purchase is made.

e)    Maximum volume per trading session (including share purchases from
both market participants and from Qatar Airways): no more than 25 per cent. of
the average daily volume of the shares traded on the Exchange in the 20
trading days immediately preceding the date of purchase.

The shares purchased under the Programme will be held in treasury pending
approval to cancel such shares being granted by IAG's Shareholders' Meeting.

 

 

Nicholas Cadbury

Chief Financial and Sustainability Officer

 

 

28 February 2025
              LEI: 959800TZHQRUSH1ESL13

 

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