TIDMIAG
RNS Number : 6608Y
International Cons Airlines Group
10 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.
10 September 2020
International Consolidated Airlines Group, S.A.
Publication of prospectus and other matters
Further to the announcement made earlier today, International
Consolidated Airlines Group, S.A. (the "Company") is pleased to
announce that the prospectus relating to the Capital Increase (the
"Prospectus") has been approved and incorporated to its official
registers by the Spanish National Securities Market Commission
("CNMV") and will be passported into the United Kingdom following
notification by the CNMV to the Financial Conduct Authority
(the "FCA") of its approval.
The Prospectus is available on the Company's website
(www.iairgoup.com) and the CNMV's website (www.cnmv.es) and will be
uploaded to the National Storage Mechanism.
Expected timetables of principal events in Spain and the United
Kingdom
Expected timetable of the
Capital Increase in Spain
----------------------------------------------- -------------------
Approval and registration 10 Sept
of the Prospectus with the 2020
CNMV and passporting of the
prospectus to the FCA
----------------------------------------------- -------------------
Other Relevant Information 10 Sept
Notice announcing the registration 2020
of the Prospectus with the
CNMV and the date of the
commencement and end of the
Subscription Period
----------------------------------------------- -------------------
Publication of the notice 11 Sept
of the Capital Increase in 2020
the BORME and last trading
date of shares "with rights"
----------------------------------------------- -------------------
Commencement of the Pre-emptive 12 Sept
Subscription Period 2020
----------------------------------------------- -------------------
Initial trading date of the 14 Sept
Company's existing shares 2020
"ex-rights" and first date
of trading of the Subscription
Rights
----------------------------------------------- -------------------
Record Date (the date on 15 Sept
which those persons or entities 2020
registered in Iberclear as
shareholders become entitled
to receive Subscription Rights)
----------------------------------------------- -------------------
Allocation date of the Subscription 16 Sept
Rights by Iberclear to Eligible 2020
Shareholders
----------------------------------------------- -------------------
End of trading of Subscription 25 Sept
Rights 2020
----------------------------------------------- -------------------
End of the Pre-emptive Subscription 26 Sept
Period and of the period 2020
to request Additional Shares
----------------------------------------------- -------------------
If applicable, Allocation 1 Oct
Period for Additional Shares 2020
(2nd round)
----------------------------------------------- -------------------
Inside Information Notice 1 Oct
announcing the New Shares 2020
subscribed
----------------------------------------------- -------------------
Opening, if applicable, of 1 Oct
the Discretionary Allocation 2020
Period (3rd round)
----------------------------------------------- -------------------
Deadline for the Discretionary 2 Oct
Allocation Period. 2020
----------------------------------------------- -------------------
Payment by Iberclear Participant 2 Oct
Entities to the Agent of 2020
the New Shares subscribed
----------------------------------------------- -------------------
Payment by the Pre-Funding 2 Oct
Bank, for the New Shares 2020
placed during the Discretionary
Allocation Period or whose
subscription corresponds
to the Underwriters
----------------------------------------------- -------------------
Resolution to execute Capital 2 Oct
Increase deed 2020
----------------------------------------------- -------------------
Notarisation of the Capital 2 Oct
Increase deed 2020
----------------------------------------------- -------------------
Registration of the notarised 5 Oct
Capital Increase deed with 2020
the Mercantile Registry
----------------------------------------------- -------------------
Registration of the New Shares 6 Oct
with Iberclear 2020
----------------------------------------------- -------------------
Other Relevant Information 6 Oct
Notice announcing the admission 2020
to trading of the New Shares
----------------------------------------------- -------------------
Transfer of the Discretionary 6 Oct
Allocation Shares by the 2020
Underwriters to the final
investors
----------------------------------------------- -------------------
Admission to trading of the 6 Oct
New Shares by the CNMV and 2020
the Spanish Stock Exchanges
----------------------------------------------- -------------------
Commencement of trading of 7 Oct
the New Shares 2020
----------------------------------------------- -------------------
Settlement, if applicable, 8 Oct
of the Special Stock Exchange 2020
Transaction
----------------------------------------------- -------------------
Expected timetable of the Capital Increase in the
United Kingdom
----------------------------------------------------------------------- ----------------------------
Announcement of the Capital Increase and publication 10 Sept 2020
of the Prospectus
----------------------------------------------------------------------- ----------------------------
Publication of the notice of the Capital Increase 11 Sept 2020
in the Official Bulletin of the Commercial Registry
in Spain and last trading date of shares "with rights"
on the London Stock Exchange
----------------------------------------------------------------------- ----------------------------
Commencement of the Subscription Period (1st round) 12 Sept 2020
----------------------------------------------------------------------- ----------------------------
Existing Shares marked "ex-rights" by the London 14 Sept 2020
Stock Exchange and Spanish Stock Exchanges
----------------------------------------------------------------------- ----------------------------
Admission of, and commencement of dealings in, Subscription 14 Sept 2020
Rights in the form of CDI Rights on the London Stock
Exchange
----------------------------------------------------------------------- ----------------------------
Record Date for entitlements under the Capital Increase 15 Sept 2020
----------------------------------------------------------------------- ----------------------------
CDI Rights enabled in CREST 17 Sept 2020
----------------------------------------------------------------------- ----------------------------
CDI Rights credited to CREST accounts 17 Sept 2020
----------------------------------------------------------------------- ----------------------------
Deadline for CREST instructions in respect of the 14:30 (BST)
Capital Increase to be submitted* on 25 Sept 2020
----------------------------------------------------------------------- ----------------------------
End of trading of CDI Rights 14:30 (BST)
on 25 Sept 2020
----------------------------------------------------------------------- ----------------------------
If applicable, Allocation Period for Additional Shares 1 Oct 2020
(2nd round)
----------------------------------------------------------------------- ----------------------------
Announcement of the New Shares subscribed for during 1 Oct 2020
the Pre-emptive Subscription Period, and if applicable,
during the Allocation Period for Additional Shares,
and, if applicable, opening of the Discretionary
Allocation Period
----------------------------------------------------------------------- ----------------------------
Deadline for the Discretionary Allocation Period. 2 Oct 2020
----------------------------------------------------------------------- ----------------------------
Notarisation of the Capital Increase deed 2 Oct 2020
----------------------------------------------------------------------- ----------------------------
Registration of the notarised Capital Increase deed 5 Oct 2020
with the Mercantile Registry
----------------------------------------------------------------------- ----------------------------
Announcement of registration of the public deed with 5 Oct 2020
the Commercial Registry and estimated date for admission
to trading of the New Shares
----------------------------------------------------------------------- ----------------------------
Admission to listing and trading in the New CDIs 7 Oct 2020
on the London Stock Exchange
----------------------------------------------------------------------- ----------------------------
New CDIs credited to CREST accounts 7 Oct 2020
----------------------------------------------------------------------- ----------------------------
Application has been made to the Financial Conduct Authority and
to the London Stock Exchange for 1,986,295,585 Subscription Rights
in the form of CDI Rights to be admitted to the Official List and
to trading on the Main Market of the London Stock Exchange.
Admission of the Subscription Rights in the form of CDI Rights is
expected to be effective on 14 September 2020.
As indicated in the Prospectus, the commencement of Pre-emptive
Subscription Period of the Capital Increase is expected to occur on
12 September 2020, once the publication of the mandatory
announcement in the Boletín Oficial del Registro Mercantil has
taken place (expected to occur on 11 September 2020), and its
finalisation is expected to occur on 26 September 2020.
The Subscription Rights will expire at the end of the
Pre-emptive Subscription Period in accordance with Spanish law and,
it is expected that on 28 September 2020, the listing of the
Subscription Rights in the form of CDI Rights on the standard
segment of the Official List and the trading of the Subscription
Rights in the form of CDI Rights on the Main Market of the London
Stock Exchange will each be cancelled. All acceptances in respect
of Subscription Rights in the form of CDI Rights must be submitted
no later than the expected deadline of 14:30 (BST) on 25 September
2020 (in accordance with the timetable above) and trading in
Subscription Rights in the form of CDI Rights on the Main Market of
the London Stock Exchange is expected to end at 14:30 (BST) on 25
September 2020.
Each of the times and dates in the tables above are indicative
only and may be subject to change. Please read the notes to these
timetables set out in the Prospectus.
Capitalised terms used but not defined in this announcement
shall have the meanings given to them in the Prospectus, unless the
context requires otherwise.
Capital Reduction of the Company
Further to the approval by shareholders on 8 September 2020, the
Company confirms that the par value of the Company's shares has
been reduced to EUR0.10 per share (the "Capital Reduction"). As set
out in the report of the board of directors of 30 July 2020, the
Capital Reduction has been carried out to give the Company greater
margin for setting the subscription price in accordance with
Spanish law for the New Shares to be issued pursuant to the Capital
Increase.
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 or subscribe 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 prepared and approved by the Spanish National Securities
Market Commission (Comisión Nacional del Mercado de Valores) (the
"Prospectus"). The final form Prospectus has been made available on
the website of the Spanish National Securities Market Commission
(www.cnmv.es) and the website of the Company ( www.iairgroup.com).
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement. 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.
Recipients of this announcement and/or the Prospectus should
conduct their own investigation, evaluation and analysis of the
business, data and property described in this announcement and/or
if and when published the Prospectus. 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 Prudential Regulation Authority.
It is subject to supervision by the European Central Bank and the
BaFin, and to limited supervision in the United Kingdom by the
Prudential Regulation Authority and the Financial Conduct
Authority. 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, 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 Financial Conduct Authority
and Prudential Regulation Authority. 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 prospectus.
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 the
Company 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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