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
