REG - Intl Con Airline Grp - Share Buyback Programme

International Consolidated Airlines SAAnnouncement

08/11/2024 07:00

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RNS Number : 4623L  International Cons Airlines Group  08 November 2024

 

Share Buyback Programme

INTERNATIONAL CONSOLIDATED AIRLINES GROUP, S.A. ("IAG" or the "Company")
today announces a share buyback programme of €350 million (the "Programme"),
reflecting our confidence in the strategy and business model, as well as the
long-term prospects for the business.

Our strategy has delivered a strong financial performance, including the
margin growth and significant free cash flow that are a fundamental part of
our medium-term targets.

The decision is based on IAG's disciplined capital allocation framework that
underpins the delivery of sustainable shareholder returns over the long term:

·      IAG's first priority is to maintain a strong balance sheet. Our
target is to be below 1.8x net debt to EBITDA before exceptional items through
the cycle and we are now well below that level at 1.0x, with strong investment
grade ratings from both of our ratings agencies.

·      Secondly, we will prioritise investment in the business as part
of our transformation programme, which includes rebuilding our fleet to
strengthen our position in core markets and hubs; improving the customer
experience; and investing in digital tools and in sustainability.

·      We are committed to sustainable shareholder returns. At our half
year results we announced an interim dividend of €0.03 per share as the
first step towards a sustainable dividend.

·      We will continue to evaluate opportunities for inorganic growth.

We are therefore now returning excess cash to shareholders.

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.

Goldman Sachs Bank Europe SE ("GS") and Morgan Stanley Europe SE ("MS") have
been engaged to implement the Programme, in sequential tranches (so that each
bank will implement one of the tranches 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 (25.143% 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 Programme will be executed through purchases of shares in the
market and purchases of shares from Qatar Airways on the terms set forth
above, in an aggregate amount of €350 million (€262 million for purchases
in the market and €88 million for purchases from Qatar Airways).

The Programme will start on 11 November 2024 and end no later than 28
February 2025, unless terminated by the Company, GS or MS, as applicable, in
certain circumstances.

The part of the Programme to be executed in the market 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 in the
market: €261,999,500.

c)    Maximum number of shares to be acquired in the market: up to
319,447,282 ordinary shares, which represent 6.426 per cent. of the
Company's share capital as of today's date (8 November 2024).

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 both
in the market 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

 

 

8 November 2024
              LEI: 959800TZHQRUSH1ESL13

 

This announcement contains inside information and is disclosed in accordance
with the Company's obligations under the Market Abuse Regulation. The person
responsible for arranging the release of this announcement on behalf of IAG is
Nicholas Cadbury, Chief Financial and Sustainability Officer.

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