REG - Intl Con Airline Grp - Launch of €500 million share buyback programme

International Consolidated Airlines SAAnnouncement

15/05/2026 16:30

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RNS Number : 5921E  International Cons Airlines Group  15 May 2026

INTERNATIONAL CONSOLIDATED AIRLINES GROUP, S.A.

                                                                                  ("IAG" or the "Company")

Launch of €500 million share buyback programme

Further to IAG's announcement on 26 February 2026 of a €1,500 million return
of excess cash to shareholders, and following completion of the initial €500
million share buyback programme after the final purchase on 14 May 2026, IAG
announces the launch of an additional €500 million share buyback programme
(the "Programme"), the purpose of which is to reduce the Company's share
capital, subject to shareholder approval.

The Programme will be carried out pursuant to the authorisation granted by the
Annual General Meeting held on 19 June 2025.

Morgan Stanley Europe SE ("MS") and Goldman Sachs Bank Europe SE ("GS") have
been engaged to implement the Programme in sequential portions. MS and GS
(and/or their respective 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 MS and GS 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 in order to preserve its aggregate stake in
IAG at the level held immediately prior to the implementation of the Company's
recent share buyback programmes, the first of which was announced on 8
November 2024 (i.e. 25.1434% of IAG's voting rights). Under the arrangements
entered into with MS and GS, Qatar Airways has agreed not to sell IAG shares
in the market during the Programme. Instead, it will sell to MS and GS, as
applicable, for on-sale to the Company, on each trading day a number of shares
proportionate to the number of shares bought by such bank in the market on
that day, at a price per share equal to the volume weighted average price at
which such bank purchased such shares in the market on that day.

The Programme will be executed through purchases of shares from market
participants and purchases of shares from Qatar Airways on the terms set out
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 Programme will start on 18 May 2026 and is expected to end no later
than 30 September 2026, unless terminated by the Company, MS or GS, as
applicable, in certain circumstances.

The Programme 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
Programme: €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 Programme:
up to 300,000,000 ordinary shares, representing approximately 6.5 per
cent. of the Company's issued share capital as of 15 May 2026.

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.

Shares acquired pursuant to the Programme will be held in treasury, pending
their proposed cancellation, subject to shareholder approval of the related
share capital reduction at IAG's Annual General Meeting.

 

 

Nicholas Cadbury

Chief Financial and Sustainability Officer

LEI: 959800TZHQRUSH1ESL13

 

15 May 2026

 

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