MERGER SHAREHOLDER DOCUMENTS

RNS Number : 0573V

British Airways PLC

26 October 2010

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA 

MERGER SHAREHOLDER DOCUMENTS PUBLISHED

British Airways and Iberia will hold shareholder meetings seeking approval for their merger on November 29, 2010 and have today published documentation for shareholders in advance of the meetings.

Available at www.bashareholders.com, the documents include British Airways' shareholder circular - including notices of the British Airways' court meeting, general meeting and class meeting for shareholders - and the registration document for International Consolidated Airlines Group, S.A (IAG). IAG is the holding company of the new combined group.

Subject to completion of the merger, British Airways will be an operating subsidiary of IAG and the composition of its board will be as follows:

Martin Broughton (chairman)

Keith Williams (chief executive officer)

Enrique Dupuy De Lôme

Alison Reed

Rafael Sánchez-Lozano Turmo

Ken Smart

Three additional board members will be announced in due course.

Willie Walsh, Baroness Kingsmill and James Lawrence will no longer be British Airways directors once the merger is completed and will be directors of IAG. Maarten van den Bergh and Baroness Symons will cease to be British Airways directors once the merger is completed.

Martin Broughton, British Airways chairman, said: "I would like to thank both Maarten van den Bergh and Liz Symons for their dedication to British Airways. Maarten has been a board member for nearly ten years, much of it as the senior independent director. I have found his advice invaluable and he has made a great contribution to our discussions. Equally, Liz has completed nearly six years of service providing valuable advice and has brought considerable knowledge and experience to the role".

Subject to shareholder and court approval, the merger is expected to be completed in January 2011

ends

October 26, 2010                                                                                                      101/LG/2010

This announcement is for information purposes only and does not constitute an offer to purchase, sell or exchange or the solicitation of an offer to purchase, sell or exchange any securities or the solicitation of any vote or approval with respect to the merger of British Airways Plc ("BA") and Iberia Líneas Aéreas de España, S.A. ("Iberia") into International Consolidated Airlines Group, S.A. (the "Company") (the "Transaction"), nor shall there be any purchase, sale or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation or sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction.

This announcement is not to be distributed (directly or indirectly) in or to Canada, Australia, Japan, New Zealand or the Republic of South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.  This announcement is not an offer of securities for sale in or into Canada, Australia, Japan, New Zealand or the Republic of South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. 

No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted.

The distribution of this document may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, the Company, BA and Iberia disclaim any responsibility or liability for the violation of such restrictions by any person.

UBS is acting as financial adviser to BA and no one else in connection with the Transaction and will not be responsible to anyone other than British Airways for providing the protections afforded to the clients of UBS nor for providing advice in relation to the Transaction or any other matter referred to herein.

Morgan Stanley are acting as financial advisers to Iberia and no one else in connection with the Transaction and will not be responsible to anyone other than Iberia for providing the protections afforded to the clients of Morgan Stanley nor for providing advice in relation to the Transaction or any other matter referred to herein.

This announcement may contain forward-looking information and statements about BA and Iberia and the Company's businesses after completion of the proposed Transaction. Forward-looking statements are statements that are not historical facts nor guarantees of future performance, and have not been reviewed by BA or Iberia's auditors. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words "expects," "anticipates," "believes," "intends," "estimates" and similar expressions. Although the managements of BA and Iberia believe that the expectations reflected in such forward-looking statements are reasonable, investors and holders of BA and Iberia shares are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of BA and Iberia, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed or identified in the public documents filed by BA with the UKLA and by Iberia with the Comisión Nacional del Mercado de Valores, including BA's 2009/2010 Annual Report and Accounts and Iberia's 2009 Annual Report and Accounts. Investors are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date they were made. Except as required by applicable law, neither BA nor Iberia undertake any obligation to update any forward-looking information or statements.

ADDITIONAL NOTICE TO IBERIA SHAREHOLDERS IN THE UNITED STATES OF AMERICA
This business combination involves the securities of a foreign company. The Transaction is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.

You should be aware that the issuer may purchase securities otherwise than under the exchange offer, such as in open market or privately negotiated purchases. 

 

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