REG - Intl Con Airline Grp - Launch of €500 million Share Buyback Programme

International Consolidated Airlines SAAnnouncement

27/02/2026 14:30

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RNS Number : 7743U  International Cons Airlines Group  27 February 2026

 
 

  INTERNATIONAL CONSOLIDATED AIRLINES GROUP,
S.A

("IAG" or the "Company")

Launch of €500 million Share Buyback Programme

 

As announced yesterday, 26 February 2026, IAG is launching a €500 million
share buyback programme (the "Programme"), the purpose of which is to reduce
the Company's share capital (subject to the approval of such reduction by the
Company's shareholders).

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 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 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 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 Programme will start on 2 March 2026 and is expected to end no later
than 29 May 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 310,717,331 ordinary shares, which represent 6.57 per cent. of the
Company's issued share capital as of today's date (27 February 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, subject to
the approval of their cancellation at IAG's Annual General Meeting.

 

 

Nicholas Cadbury

Chief Financial and Sustainability Officer

 

27 February 2026

 

LEI: 959800TZHQRUSH1ESL13

 

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