REPURCHASE OF THE CONVERTIBLE BONDS DUE 2020
THIS ANNOUNCEMENT IS NOT FOR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
INTERNATIONAL CONSOLIDATED AIRLINES GROUP, S.A. (the "Company"), pursuant to article 17 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council on Market Abuse and article 226 of the Restated Text of the Spanish Securities Market Act approved by Royal Legislative Decree 4/2015, of 23 October and related provisions, hereby communicates the following privileged information:
RELEVANT EVENT
REPURCHASE OF THE €500,000,000 0.25% CONVERTIBLE BONDS DUE 2020
The Company hereby announces an invitation (the "Invitation") to the holders (the "Bondholders") of its €500,000,000 0.25% Convertible Bonds due 17 November 2020, ISIN XS1322536332, (of which €500,000,000 are currently outstanding) (the "Bonds") to tender their Bonds to the Company by way of a reverse bookbuilding process.
The Invitation is targeted at Bondholders that are not persons located or resident in the United States or otherwise U.S. Persons (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended) or persons acting for the account or benefit of such persons (such Bondholders being the "Eligible Bondholders").
The Company shall be under no obligation to accept any Bonds tendered by Eligible Bondholders for purchase. To the extent that the Company, in its sole discretion, accepts any Bonds tendered by Eligible Bondholders in connection with the Invitation, such Eligible Bondholders will receive an amount in cash per €100,000 of Bonds equal to €100,200 (the "Repurchase Price"). In addition, the Company will pay accrued interest on the Bonds from and including 17 May 2019 (the last interest payment date of the Bonds) to but excluding the date the Repurchase Price is paid to the Eligible Bondholders.
Eligible Bondholders wishing to tender any or all of their Bonds to the Company in connection with the Invitation must do so in accordance with the procedures set out in the invitation term sheet that has been prepared by the Company in connection with the Invitation (the "Invitation Term Sheet"). The Invitation Term Sheet will be made available to Eligible Bondholders, at their request, by BNP Paribas and J.P. Morgan Securities plc who are acting as dealer managers in respect of the Invitation. Any Bonds repurchased by the Company in connection with the Invitation (if any) will be cancelled in accordance with the terms and conditions of the Bonds.
The Company expressly reserves the right, in its sole discretion, subject to applicable law, at any time, to amend any term of the Invitation in any respect (including, without limitation, any acceptance deadline).
Pursuant to the terms and conditions of the Bonds, the Company may redeem all (but not some only) of the Bonds at their principal amount, together with accrued interest to such date at any time if the Company has purchased (and cancelled) 85 per cent. or more of principal amount of the Bonds originally issued.
The Company is considering a potential issue of euro-denominated senior unsecured bonds (the "New Bonds"). For such purpose, a series of fixed income investor meetings to evaluate the potential success of the issue have been arranged. If the Company decides to issue the New Bonds, the proceeds will be used by the Company for general corporate purposes, including (without limitation) the refinancing of the Bonds. The repurchase of any Bonds by the Company in connection with the Invitation is therefore subject to the decision of the Company to issue the New Bonds.
Ends
Contact:
investor.relations@iairgroup.com
Madrid, 24 June 2019
IMPORTANT NOTICE
THE INFORMATION CONTAINED IN THIS DOCUMENT IS SUBJECT TO CHANGE WITHOUT NOTICE AND SUBJECT TO CHANGE IN ITS ENTIRETY.
THIS DOCUMENT IS BEING SUPPLIED TO YOU SOLELY FOR YOUR INFORMATION AND MAY NOT BE REPRODUCED, REDISTRIBUTED OR PASSED ON DIRECTLY OR INDIRECTLY TO ANY OTHER PERSON OR PUBLISHED IN WHOLE OR IN PART FOR ANY PURPOSE.
THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES ARE REQUIRED BY THE DEALER MANAGERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO BUY OR A SOLICITATION OF AN OFFER TO SELL ANY BONDS.
UNITED STATES
THE REPURCHASE IS NOT BEING MADE AND WILL NOT BE MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE MAIL OF, OR BY ANY MEANS OR INSTRUMENTALITY OF INTERSTATE OR FOREIGN COMMERCE OF, OR OF ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES. THIS INCLUDES, BUT IS NOT LIMITED TO, FACSIMILE TRANSMISSION, ELECTRONIC MAIL, TELEX, TELEPHONE, THE INTERNET AND OTHER FORMS OF ELECTRONIC COMMUNICATION.
THE BONDS MAY NOT BE TENDERED IN THE REPURCHASE BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY FROM OR WITHIN THE UNITED STATES OR BY PERSONS LOCATED OR RESIDENT IN THE UNITED STATES. ACCORDINGLY, COPIES OF THIS DOCUMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE REPURCHASE ARE NOT BEING, AND MUST NOT BE, DIRECTLY OR INDIRECTLY, MAILED OR OTHERWISE TRANSMITTED, DISTRIBUTED OR FORWARDED (INCLUDING, WITHOUT LIMITATION, BY CUSTODIANS, NOMINEES OR TRUSTEES) IN OR INTO THE UNITED STATES OR TO PERSONS LOCATED OR RESIDENT IN THE UNITED STATES. ANY PURPORTED TENDER OF BONDS IN THE REPURCHASE RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID AND ANY PURPORTED TENDER OF BONDS IN THE REPURCHASE MADE BY A PERSON LOCATED IN THE UNITED STATES OR BY ANY AGENT, FIDUCIARY OR OTHER INTERMEDIARY ACTING ON A NON-DISCRETIONARY BASIS FOR A PERSON OR A PRINCIPAL GIVING INSTRUCTIONS FROM WITHIN THE UNITED STATES WILL BE INVALID AND WILL NOT BE ACCEPTED.
EACH HOLDER OF BONDS PARTICIPATING IN THE REPURCHASE WILL BE DEEMED TO REPRESENT THAT IT IS NOT LOCATED IN THE UNITED STATES AND IT IS NOT PARTICIPATING IN SUCH REPURCHASE FROM THE UNITED STATES, OR IT IS ACTING ON A NON-DISCRETIONARY BASIS FOR A PRINCIPAL THAT IS LOCATED OUTSIDE THE UNITED STATES AND THAT IS NOT GIVING AN ORDER TO PARTICIPATE IN SUCH REPURCHASE FROM THE UNITED STATES. FOR THE PURPOSES OF THIS AND THE ABOVE PARAGRAPH, "UNITED STATES" MEANS THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA.
UNITED KINGDOM
THE COMMUNICATION OF THIS DOCUMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE REPURCHASE IS NOT BEING MADE, AND SUCH DOCUMENTS AND/OR MATERIALS HAVE NOT BEEN APPROVED, BY AN AUTHORISED PERSON FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 AS AMENDED. ACCORDINGLY, SUCH DOCUMENTS AND/OR MATERIALS ARE NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE COMMUNICATION OF SUCH DOCUMENTS AND/OR MATERIALS AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN THE DEFINITION OF INVESTMENT PROFESSIONALS (AS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "FINANCIAL PROMOTION ORDER") OR PERSONS WHO ARE WITHIN ARTICLE 43(2) OR 49(2)(A) TO (D) OF THE FINANCIAL PROMOTION ORDER OR ANY OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE MADE UNDER THE FINANCIAL PROMOTION ORDER.
ITALY
NONE OF THE REPURCHASE, THIS DOCUMENT OR ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE REPURCHASE HAVE BEEN OR WILL BE SUBMITTED TO THE CLEARANCE PROCEDURE OF THE COMMISSIONE NAZIONALE PER LE SOCIETÀ E LA BORSA ("CONSOB") PURSUANT TO ITALIAN LAWS AND REGULATIONS.
THE REPURCHASE IS BEING CARRIED OUT IN THE REPUBLIC OF ITALY AS EXEMPTED OFFERS PURSUANT TO ARTICLE 101-BIS, PARAGRAPH 3-BIS OF THE LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998, AS AMENDED (THE "ITALIAN FINANCIAL SERVICES ACT") AND ARTICLE 35-BIS, PARAGRAPH 3, OF CONSOB REGULATION NO. 11971 OF 14 MAY 1999, AS AMENDED FROM TIME TO TIME (THE "ISSUERS' REGULATION"). ACCORDINGLY, NO TENDERS BY THE HOLDERS OF THE BONDS MAY BE COLLECTED, NOR ANY OTHER MATERIALS RELATING TO THE REPURCHASE MAY BE DISTRIBUTED IN THE REPUBLIC OF ITALY EXCEPT TO QUALIFIED INVESTORS (INVESTITORI QUALIFICATI), AS DEFINED PURSUANT TO ARTICLE 100 OF THE ITALIAN FINANCIAL SERVICES ACT AND ARTICLE 34-TER, FIRST PARAGRAPH, LETTER B) OF THE ISSUERS' REGULATION.
HOLDERS OR BENEFICIAL OWNERS OF THE BONDS THAT ARE RESIDENT OR LOCATED IN ITALY CAN TENDER SOME OR ALL OF THEIR BONDS PURSUANT TO THE REPURCHASE THROUGH AUTHORISED PERSONS (SUCH AS INVESTMENT FIRMS, BANKS OR FINANCIAL INTERMEDIARIES PERMITTED TO CONDUCT SUCH ACTIVITIES IN ITALY IN ACCORDANCE WITH THE ITALIAN FINANCIAL SERVICES ACT, CONSOB REGULATION NO. 20307 OF 15 FEBRUARY 2018, AS AMENDED FROM TIME TO TIME, AND LEGISLATIVE DECREE NO. 385 OF 1 SEPTEMBER 1993, AS AMENDED) AND IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS OR WITH REQUIREMENTS IMPOSED BY CONSOB, THE BANK OF ITALY OR ANY OTHER ITALIAN AUTHORITY.
EACH INTERMEDIARY MUST COMPLY WITH THE APPLICABLE LAWS AND REGULATIONS CONCERNING INFORMATION DUTIES VIS-À-VIS ITS CLIENTS IN CONNECTION WITH THE BONDS OR THE REPURCHASE.
FRANCE
THE REPURCHASE IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, TO THE PUBLIC IN THE REPUBLIC OF FRANCE ("FRANCE"). NEITHER THIS DOCUMENT NOR ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE REPURCHASE HAVE BEEN OR SHALL BE DISTRIBUTED TO THE PUBLIC IN FRANCE AND ONLY (I) PROVIDERS OF INVESTMENT SERVICES RELATING TO PORTFOLIO MANAGEMENT FOR THE ACCOUNT OF THIRD PARTIES (PERSONNES FOURNISSANT LE SERVICE D'INVESTISSEMENT DE GESTION DE PORTEFEUILLE POUR COMPTE DE TIERS) AND/OR (II) QUALIFIED INVESTORS (INVESTISSEURS QUALIFIÉS) OTHER THAN INDIVIDUALS, IN EACH CASE ACTING ON THEIR OWN ACCOUNT AND ALL AS DEFINED IN, AND IN ACCORDANCE WITH, ARTICLES L.411-1, L.411-2 AND D.411-1 OF THE FRENCH CODE MONÉTAIRE ET FINANCIER, ARE ELIGIBLE TO PARTICIPATE IN THE REPURCHASE. THIS DOCUMENT AND ANY OTHER DOCUMENT OR MATERIAL RELATING TO THE REPURCHASE HAVE NOT BEEN AND WILL NOT BE SUBMITTED FOR CLEARANCE PROCEDURES (VISA) TO NOR APPROVED BY THE AUTORITÉ DES MARCHÉS FINANCIERS.
SPAIN
NONE OF THE INVITATION, THE INVITATION TERM SHEET OR THIS ANNOUNCEMENT CONSTITUTE AN OFFER OF SECURITIES OR THE SOLICITATION OF AN OFFER OF SECURITIES TO THE PUBLIC IN SPAIN UNDER THE SPANISH SECURITIES MARKET LAW APPROVED BY LEGISLATIVE ROYAL DECREE 4/2015, OF 23 OCTOBER (REAL DECRETO LEGISLATIVO 4/2015, DE 23 DE OCTUBRE, POR EL QUE SE APRUEBA EL TEXTO REFUNDIDO DE LA LEY DEL MERCADO DE VALORES) AND ROYAL DECREE 1310/2005, OF 4 NOVEMBER 2005, NEITHER THE INVITATION TERM SHEET NOR THIS ANNOUNCEMENT HAS BEEN AND WILL NOT BE SUBMITTED FOR APPROVAL NOR APPROVED BY THE SPANISH SECURITIES MARKET REGULATOR (COMISIÓN NACIONAL DEL MERCADO DE VALORES).
GENERAL
NEITHER THIS DOCUMENT NOR THE ELECTRONIC TRANSMISSION THEREOF CONSTITUTES AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL BONDS (AND TENDERS OF BONDS FOR PURCHASE PURSUANT TO THE REPURCHASE WILL NOT BE ACCEPTED FROM HOLDERS OF BONDS) IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. IN THOSE JURISDICTIONS WHERE THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE REPURCHASE TO BE MADE BY A LICENSED BROKER OR DEALER AND THE DEALER MANAGERS OR ANY OF THEIR AFFILIATES ARE SUCH A LICENSED BROKER OR DEALER IN ANY SUCH JURISDICTION, THE REPURCHASE SHALL BE DEEMED TO BE MADE BY THE DEALER MANAGERS OR SUCH AFFILIATE, AS THE CASE MAY BE, ON BEHALF OF THE OFFEROR IN SUCH JURISDICTION.
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