Result of the repurchase of convertible bonds

International Cons Airlines Group

11 May 2026

 

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014, INCLUDING AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "EUWA").

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, 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 OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "INVITATION AND DISTRIBUTION RESTRICTIONS" BELOW).

11 May 2026

International Consolidated Airlines Group, S.A. announces repurchase of EUR 819,000,000 in aggregated principal amount of its outstanding EUR 825,000,000 1.125% senior unsecured convertible bonds due 2028

International Consolidated Airlines Group, S.A. (the "Purchaser") announces the final results of its invitation to the Eligible Bondholders (as defined below) of its outstanding EUR 825,000,000 1.125% Senior Unsecured Convertible Bonds due 2028 with ISIN code: XS2343113101 (the "Bonds") to offer to sell up to the outstanding principal amount of their Bonds to the Purchaser for cash at the Final Repurchase Price (as defined below) by way of a reverse bookbuilding process (the "Invitation").

The Invitation was announced by the Purchaser earlier today and was fully described in an invitation term sheet (the "Invitation Term Sheet") prepared by the Purchaser in connection with the Invitation.

The Purchaser announces that EUR 819,000,000 in aggregate principal amount of the Bonds, which represents 99.3% of the aggregate principal amount of the Bonds currently outstanding, were validly tendered in the Invitation. The Purchaser accepts all of the Bonds validly tendered for purchase pursuant to the Invitation.

Eligible Bondholders whose Bonds are accepted for purchase in the Invitation will receive (I) an amount in cash per EUR 100,000 in principal amount of Bonds equal to EUR 138,950 (the "Initial Repurchase Price"), as adjusted to reflect (a) the difference between (i) the average of the daily volume weighted average prices of an ordinary share of the Purchaser with ISIN code ES0177542018 quoted on the Main Market of the London Stock Exchange plc (the "Shares") on each of the two consecutive trading days commencing on (and including) Monday, 11 May 2026 and (ii) the closing price of the Shares quoted on the Main Market of the London Stock Exchange plc on Friday, 8 May 2026, in each case as converted into EUR at the Prevailing Rate (as specified in the Invitation Term Sheet), and (b) the reference delta of the Bonds, being 99% (such adjusted amount being the "Final Repurchase Price"), plus (II) accrued and unpaid interest on those Bonds from and including 18 May 2026 to but excluding the Settlement Date, which on the basis of the expected Settlement Date will amount to EUR 3.06 per EUR 100,000 in principal amount of the Bonds. The Final Repurchase Price is expected to be announced on Tuesday, 12 May 2026 following the close of trading.

Subject to the satisfaction or waiver of the Financing Condition (as defined in the Invitation Term Sheet), settlement of the repurchase of Bonds pursuant to the Invitation is expected to occur on or around Tuesday, 19 May 2026 (the "Settlement Date") following which the Purchaser intends to surrender the Bonds for cancellation in accordance with the terms and conditions of the Bonds.

Following settlement of the Invitation, EUR 6,000,000 in aggregate principal of the Bonds is expected to remain outstanding. Following the cancellation of the tendered Bonds, as less than 15% of the principal amount of Bonds originally issued will remain outstanding, the Purchaser intends to exercise the clean-up call and redeem the remaining outstanding Bonds, in whole but not in part, at their principal amount, together with accrued but unpaid interest, in accordance with the terms and conditions of the Bonds.

The Invitation was only made to holders of the Bonds that are both (a) outside the United States and (b) persons to whom the Invitation may otherwise lawfully be made and who may lawfully participate in the Invitation (such holders being the "Eligible Bondholders").

BofA Securities Europe SA ("BofA Securities") and HSBC Continental Europe ("HSBC") acted as Joint Dealer Managers for the Invitation.

This announcement is released by the Purchaser and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), including as it forms part of United Kingdom domestic law by virtue of the EUWA ("UK MAR") encompassing information relating to the Invitation and the intended exercise of the call option described above. For the purposes of (i) MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, and (ii) UK MAR and the Implementing Technical Standards, this announcement is made by Nicholas Theodore Cadbury, Chief Financial and Sustainability Officer at International Consolidated Airlines Group, S.A.

Purchaser's LEI: 959800TZHQRUSH1ESL13

For further information please contact:

BofA Securities Joint Dealer Manager Clifford Lucas / Thore Zimmermann	[phone]
HSBC Continental Europe Joint Dealer Manager Dan Kosary / Tony Sand	[phone]

IMPORTANT INFORMATION - INVITATION AND DISTRIBUTION RESTRICTIONS

THE DISTRIBUTION OF THIS ANNOUNCEMENT AND/OR THE INVITATION TERM SHEET IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT AND/OR THE INVITATION TERM SHEET COME(S) ARE REQUIRED BY EACH OF THE PURCHASER AND THE JOINT DEALER MANAGERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.

GENERAL

THE REPURCHASE PERIOD FOR THE INVITATION HAS NOW ENDED, AND NEITHER THIS ANNOUNCEMENT, THE INVITATION TERM SHEET NOR THE ELECTRONIC TRANSMISSION THEREOF CONSTITUTES AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY BONDS. IN THOSE JURISDICTIONS WHERE THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE INVITATION TO BE MADE BY A LICENSED BROKER OR DEALER AND EITHER OF THE JOINT DEALER MANAGERS OR ANY OF THEIR RESPECTIVE AFFILIATES IS SUCH A LICENSED BROKER OR DEALER IN ANY SUCH JURISDICTION, THE INVITATION SHALL BE DEEMED TO BE MADE BY SUCH JOINT DEALER MANAGER OR SUCH AFFILIATE, AS THE CASE MAY BE, ON BEHALF OF THE PURCHASER IN SUCH JURISDICTION.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER FACTORS

Certain statements included herein AND/OR IN THE INVITATION TERM SHEET may constitute forward-looking statements within the meaning of the securities laws of certain jurisdictions. Certain such forward-looking statements can be identified by the use of forward-looking terminology such as "believes", "expects", "may", "are expected to", "intends", "will", "will continue", "should", "would be", "seeks", "anticipates" or similar expressions or the negative thereof or other variations thereof or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement AND/OR THE INVITATION TERM SHEET and include statements regarding the intentions, beliefs or current expectations of the Purchaser concerning, among other things, the results in relation to operations, financial condition, liquidity, prospects, growth and strategies of the Purchaser and the industry in which it operates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.

THIS ANNOUNCEMENT MUST BE READ IN CONJUNCTION WITH THE INVITATION TERM SHEET. THE INVITATION TERM SHEET CONTAINS IMPORTANT INFORMATION WITH RESPECT TO THE INVITATION.

THE JOINT DEALER MANAGERS ARE ACTING EXCLUSIVELY FOR THE PURCHASER AND NO-ONE ELSE IN CONNECTION WITH THE INVITATION. THE JOINT DEALER MANAGERS WILL NOT REGARD ANY OTHER PERSON AS THEIR RESPECTIVE CLIENTS AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE PURCHASER FOR PROVIDING THE PROTECTIONS AFFORDED TO ITS CLIENTS, NOR FOR PROVIDING ADVICE IN RELATION TO THE INVITATION OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT AND/OR THE INVITATION TERM SHEET.

NEITHER OF THE JOINT DEALER MANAGERS OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ADVISERS OR AGENTS ACCEPTS ANY RESPONSIBILITY OR LIABILITY WHATSOEVER FOR OR MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE INFORMATION IN THIS ANNOUNCEMENT AND/OR THE INVITATION TERM SHEET (OR WHETHER ANY INFORMATION HAS BEEN OMITTED FROM THIS ANNOUNCEMENT AND/OR THE INVITATION TERM SHEET) OR ANY OTHER INFORMATION RELATING TO THE PURCHASER, WHETHER WRITTEN, ORAL OR IN A VISUAL OR ELECTRONIC FORM, AND HOWSOEVER TRANSMITTED OR MADE AVAILABLE, OR FOR ANY LOSS HOWSOEVER ARISING FROM ANY USE OF THIS ANNOUNCEMENT AND/OR THE INVITATION TERM SHEET OR THEIR CONTENTS OR OTHERWISE ARISING IN CONNECTION THEREWITH.

 

END