TIDMIAG
RNS Number : 0695A
International Cons Airlines Group
28 September 2020
NOT FOR DISTRIBUTION, RELEASE OR PUBLICATION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES
AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA), AUSTRALIA , CANADA, HONG KONG, JAPAN, NEW ZEALAND,
SINGAPORE, SOUTH AFRICA, SWITZERLAND OR THE UNITED ARAB EMIRATES,
OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, RELEASE OR
PUBLICATION WOULD BE RESTRICTED OR PROHIBITED. OTHER RESTRICTIONS
ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THE
ANNOUNCEMENT.
28 September 2020
International Consolidated Airlines Group, S.A.
Cancellation of listing and trading of Subscription Rights in
the form of CDI Rights
International Consolidated Airlines Group, S.A. (the "Company")
announces that, further to the announcement on 14 September 2020
and following application by the Company, the Financial Conduct
Authority has cancelled the listing of the Subscription Rights in
the form of CDI Rights on the standard segment of the Official List
and the London Stock Exchange has cancelled the trading of the
Subscription Rights in the form of CDI Rights on the Main Market of
the London Stock Exchange, in each case with effect from 8.00 a.m.
(London time) today, 28 September 2020. Further to the announcement
by the Company on 14 September 2020, the Subscription Rights in the
form of CDI Rights ceased trading on the Main Market of the London
Stock Exchange at 2.30 p.m. (London time) on 25 September 2020. In
accordance with Spanish law, the Subscription Rights listed on the
Spanish Stock Exchanges automatically expired at the end of the
Pre-emptive Subscription Period.
Capitalised terms used but not defined in this announcement
shall have the meanings given to them in the prospectus relating to
the Capital Increase which is available on the Company's website
(www.iairgoup.com) and the CNMV's website (www.cnmv.es).
LEI: 959800TZHQRUSH1ESL13
CONTACT DETAILS
Goldman Sachs International (Joint Financial Adviser and Joint
Global Coordinator)
+44 (0) 207 774 1000
Anthony Gutman
Richard Cormack
Nimesh Khiroya
Morgan Stanley (Joint Financial Adviser, Joint Global
Coordinator and Joint Corporate Broker)
+44 (0) 207 425 8000
Colm Donlon
Henrik Gobel
Andrew Foster
Deutsche Bank (Joint Global Coordinator and Joint Corporate
Broker)
+44 (0) 207 545 8000
Matt Hall
Javier Rapallo
Saadi Soudavar
Rothschild & Co (Independent Financial Adviser to IAG)
+44 (0) 207 280 5000
John Deans
Peter Nicklin
Shannon Nicholls
IMPORTANT NOTICES
These materials may not be published, distributed or transmitted
in the United States, Australia, Canada, Hong Kong, Japan, New
Zealand, Singapore, South Africa, Switzerland or the United Arab
Emirates, or in any other jurisdiction in which the distribution,
release or publication would be restricted or prohibited. These
materials do not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities (the "Securities")
of the Company in the United States or any other jurisdiction. The
Securities may not be offered or sold in the United States absent
registration or an exemption from registration under the U.S.
Securities Act of 1933, as amended (the "Securities Act"). The
Securities have not been, and will not be, registered under the
Securities Act. There will be no public offer of securities in the
United States.
This announcement is an advertisement and not a prospectus for
the purposes of the Prospectus Regulation. A final form prospectus
has been approved by the Spanish National Securities Market
Commission (Comisión Nacional del Mercado de Valores), prepared and
made available to the public in accordance with the Prospectus
Regulation. The approval of the prospectus should not be understood
as an endorsement of the securities. Investors should not subscribe
for or purchase any transferable securities referred to in this
announcement except on the basis of information contained in the
prospectus published and should read the prospectus before making
an investment decision in order to fully understand the potential
risks and rewards associated with the decision to invest in the
Securities. The prospectus is available on the website of the
Spanish National Securities Market Commission (www.cnmv.es) and the
website of the Company (www.iairgroup.com).
This announcement does not constitute a recommendation
concerning any investor's decision or options with respect to the
Capital Increase. The price and value of securities can go down as
well as up. Past performance is not a guide to future performance.
The contents of this announcement are not to be construed as legal,
business, financial or tax advice. Each shareholder or prospective
investor should consult his, her or its own independent legal
adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Goldman Sachs, Morgan Stanley, Deutsche Bank,
Banco Bilbao Vizcaya Argentaria S.A., Banco Santander S.A.,
Barclays Bank PLC, BofA Securities Europe SA, Citigroup Global
Markets Limited and Credit Suisse Securities (Europe) Limited
(together, the "Underwriters") by the FSMA or the regulatory regime
established thereunder, neither of the Underwriters nor any of
their respective affiliates accepts any responsibility or liability
whatsoever and makes no representation or warranty, express or
implied, for the contents of this announcement, including its
accuracy, fairness, sufficiency, completeness or verification or
for any other statement made or purported to be made by it, or on
its behalf, in connection with the Company or the Capital Increase
and nothing in this announcement is, or shall be relied upon as, a
promise or representation in this respect, whether as to the past
or future. Each of the Underwriters and their respective affiliates
accordingly disclaims to the fullest extent permitted by law all
and any responsibility and liability whether arising in tort,
contract or otherwise (save as referred to above) which it might
otherwise have in respect of this announcement or any such
statement. Furthermore, each of the Underwriters and/or their
affiliates provides various investment banking, commercial banking
and financial advisory services from time to time to the
Company.
Goldman Sachs International ("Goldman Sachs") is authorised in
the United Kingdom by the Prudential Regulation Authority (the
"PRA") and regulated in the United Kingdom by the Financial Conduct
Authority (the "FCA") and the PRA. Goldman Sachs is acting as Joint
Financial Adviser (except in connection with its role as
underwriter on the Capital Increase) and Joint Global Co-ordinator
to the Company and no other person in connection with this
announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of
Goldman Sachs nor for providing advice to any person in relation to
any matters referred to in this announcement.
Morgan Stanley & Co. International plc ("Morgan Stanley") is
authorised in the United Kingdom by the PRA and regulated in the
United Kingdom by the FCA and the PRA. Morgan Stanley is acting as
Joint Financial Adviser, Joint Global Co-ordinator and Joint
Corporate Broker to the Company, and will not regard any other
person as a client and will not be responsible to anyone other than
the Company for providing the protections afforded to clients of
Morgan Stanley nor for providing advice to any such other
person.
Deutsche Bank Aktiengesellschaft ("Deutsche Bank") is authorised
under German Banking Law (competent authorities: European Central
Bank and German Federal Financial Supervisory Authority ("BaFin"))
and, in the United Kingdom, by the PRA. It is subject to
supervision by the European Central Bank and the BaFin, and to
limited supervision in the United Kingdom by the PRA and the FCA.
Details about the extent of Deutsche Bank's authorisation and
supervision by these authorities are available on request. Deutsche
Bank is acting as Joint Global Co-ordinator and Joint Corporate
Broker to the Company and no other person in connection with this
document and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of
Deutsche Bank nor for providing advice to any person in relation to
any matters referred to in this announcement.
N. M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the FCA in the United Kingdom
is acting exclusively for the Company and no one else in connection
with the Capital Increase or any other matter referred to in this
announcement and will not regard any other person (whether or not a
recipient of this announcement) as a client and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Rothschild & Co or for
providing advice in connection with the Capital Increase or any
other matter referred to in this announcement.
Each of Credit Suisse Securities (Europe) Limited, Citigroup
Global Markets Limited and Barclays Bank PLC are authorised in the
United Kingdom by the PRA and regulated in the United Kingdom by
the FCA and the PRA. Barclays Bank PLC is acting solely for the
Company only in connection with the Capital Increase and will not
be responsible to anyone other than the Company for providing the
protections offered to the clients of Barclays Bank PLC, nor for
providing advice in relation to the Capital Increase or any matters
referred to in this announcement.
BofA Securities Europe SA is governed by articles L. 531-1 and
following of the monetary and financial code. BofA Securities
Europe SA is authorised as an investment firm by the Autorité de
Contrôle Prudentiel et de Résolution ("ACPR"), is regulated by the
ACPR and the Autorité des Marchés Financiers, and is not a credit
institution.
Banco Bilbao Vizcaya Argentaria S.A. is authorised by the Bank
of Spain and is enrolled in the Administrative Register of the Bank
of Spain with number 0182. It is subject to supervision by the
European Central Bank and by the Bank of Spain, and is subject to
limited regulation in the United Kingdom by the FCA and the
PRA.
Banco Santander S.A., is authorised by Bank of Spain and subject
to supervision by the Bank of Spain and by the European Central
Bank and to limited regulation by the FCA and PRA. Banco Santander
is acting exclusively for the Company and no other person in
connection with this prospectus and will not be responsible to
anyone other than the Company for providing the protections
afforded to our clients nor for providing advice to any person in
relation to any matters referred to in this announcement.
None of Goldman Sachs, Morgan Stanley, Deutsche Bank or
Rothschild & Co, Banco Bilbao Vizcaya Argentaria S.A., Banco
Santander S.A., Barclays Bank PLC, BofA Securities Europe SA,
Citigroup Global Markets Limited and Credit Suisse Securities
(Europe) Limited, nor any of their respective subsidiaries,
branches or affiliates, nor any of their respective directors,
officers or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Goldman Sachs, Morgan Stanley, Deutsche Bank or
Rothschild & Co, Banco Bilbao Vizcaya Argentaria S.A., Banco
Santander S.A., Barclays Bank PLC, BofA Securities Europe SA,
Citigroup Global Markets Limited and Credit Suisse Securities
(Europe) Limited in connection with the Capital Increase, this
announcement, any statement contained herein, or otherwise.
Forward-Looking Statements
Certain statements included in this announcement are
forward-looking. These statements can be identified by the fact
that they do not relate only to historical or current facts. By
their nature, they involve risk and uncertainties because they
relate to events and depend on circumstances that will occur in the
future. Actual results could differ materially from those expressed
or implied by such forward-looking statements.
Forward-looking statements often use words such as "expects",
"may", "will", "could", "should", "intends", "plans", "predicts",
"envisages" or "anticipates" or other words of similar meaning.
They include, without limitation, any and all projections relating
to the results of operations and financial conditions of
International Consolidated Airlines Group, S.A. and its subsidiary
undertakings from time to time (the 'Group'), as well as plans and
objectives for future operations, expected future revenues,
financing plans, expected expenditure and divestments relating to
the Group and discussions of the Group's business plan. All
forward-looking statements in this announcement are based upon
information known to the Group on the date of this announcement and
speak as of the date of this announcement. Other than in accordance
with its legal or regulatory obligations, the Group does not
undertake to update or revise any forward-looking statement to
reflect any changes in events, conditions or circumstances on which
any such statement is based.
Actual results may differ from those expressed or implied in the
forward-looking statements in this announcement as a result of any
number of known and unknown risks, uncertainties and other factors,
including, but not limited to, the effects of the COVID-19 pandemic
and uncertainties about its impact and duration, many of which are
difficult to predict and are generally beyond the control of the
Group, and it is not reasonably possible to itemise each item.
Accordingly, readers of this announcement are cautioned against
relying on forward-looking statements. Further information on the
primary risks of the business and the Group's risk management
process is set out in the Risk management and principal risk
factors section in the Annual Report and Accounts 2019; these
documents are available on www.iairgroup.com. All forward-looking
statements made on or after the date of this announcement and
attributable to IAG are expressly qualified in their entirety by
the primary risks set out in that section. Many of these risks are,
and will be, exacerbated by the COVID-19 pandemic and any further
disruption to the global airline industry and economic environment
as a result.
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END
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