TIDMIAG
RNS Number : 2705Y
International Cons Airlines Group
11 May 2021
CONVERTIBLE BONDS FINAL TERMS
International Consolidated Airlines Group, S.A. ("IAG " or the
"Issuer") announces that, following the launch of the offering (the
"Offering") of senior unsecured bonds (the "Bonds") convertible
into ordinary shares of IAG (the "Shares") earlier today and as a
continuation to the insider information official communication
previously published, IAG has now set the final terms of the Bonds.
Pursuant to the demand, the initial issue size of the Offering has
been set in the amount of EUR 825,000,000.
The Bonds will carry a fixed rate of interest of 1.125% per cent
payable semi-annually in arrears. The conversion price of the Bonds
has been set at EUR 3.3694 per Share, which represents a premium of
45 per cent. over the volume weighted average price of the Shares
on the London Stock Exchange in the period from launch to pricing,
translated into EUR at the prevailing exchange rate.
The Bonds will be issued at 100 per cent. of their principal
amount and, unless previously redeemed, converted or purchased and
cancelled, will be redeemed at 100 per cent. of their principal
amount on the maturity date.
The target market for the Bonds is eligible counterparties and
professional clients only. The Bonds are not intended to be
offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in
the EEA or the United Kingdom. Accordingly, no PRIIPs Regulation
key information document has been prepared as the Bonds are not
available to retail investors in the EEA or the United Kingdom.
Accordingly, the Bonds are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the EEA or the
United Kingdom.
An application will be made for the Bonds to be admitted to
trading on the Open Market (Freiverkehr) of the Frankfurt Stock
Exchange.
Settlement of the Bonds is expected to take place on or about
May [18], 2021.
Under the terms of the Offering, IAG will agree not to issue or
sell any Shares for a lock-up period ending 90 days after the
settlement date of the Bonds, subject to customary exceptions and
that the Issuer shall not be obliged to comply with the lock-up if
it has consulted with each of the Joint Global Coordinators and has
obtained the prior written consent of at least two of them.
Background to the Offering and Use of Proceeds
Since the start of the COVID-19 pandemic, IAG has taken decisive
action to bolster its liquidity by reducing capital requirements
and increasing funding, resulting in total cash and facilities of
EUR10.5 billion recently reported as of 31 March 2021 compared to
EUR9.1 billion as of the end of 2019. Funding in 2020 and 2021 to
date has included EUR2.7 billion Rights Issue, EUR1.5 billion
government-supported loans, GBP2.0 billion (EUR2.2 billion) UK
Export Finance loan, EUR1.2 billion unsecured bonds and EUR2.6
billion aircraft financings, sale and leaseback transactions and
other asset sales. In addition, IAG increased and extended its
facilities by securing a $1.8 billion (EUR1.5 billion) 3-year
Revolving Credit Facility.
Given the continuing uncertainty in respect of air travel, the
net proceeds from the Offering will be used by IAG to (i)
strengthen the Group's balance sheet and increase the Group's
overall liquidity position and (ii) provide the Group with
increased operational and strategic flexibility to take advantage
of a recovery in demand.
BofA Securities Europe SA, Deutsche Bank Aktiengesellschaft and
HSBC are acting as Joint Global Coordinators and Joint Bookrunners
and BNP PARIBAS, Citigroup Global Markets Europe AG and Credit
Suisse are acting as Co-Bookrunners and Caixabank, Commerzbank
Aktiengesellschaft, MUFG and SMBC Nikko are acting as
Co-Managers.
Stephen Gunning
Chief Financial Officer
May 11, 2021
THIS ANNOUNCEMENT IS NOT FOR RELEASE IN OR INTO THE UNITED
STATES OF AMERICA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY
APPLICABLE LAW
IMPORTANT NOTICE
THIS ANNOUNCEMENT IS NOT FOR RELEASE IN OR INTO THE UNITED
STATES OF AMERICA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY
APPLICABLE LAW
This announcement is directed exclusively at market
professionals and institutional investors, is for information
purposes only and is not to be relied upon in substitution for the
exercise of independent judgement. It is not intended as investment
advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy, any
security nor is it a recommendation to buy or sell any security.
Any decision to purchase any of the securities should only be made
on the basis of an independent review by you of the Issuer's
publicly available information and based upon the final terms and
conditions in respect of the Bonds. None of the Joint Global
Coordinators, Co-Bookrunners or the Co-Managers (together, the
"Managers") nor any of their respective affiliates accepts any
liability arising from the use of, or makes any representation as
to the accuracy or completeness of, this announcement, the final
terms and conditions or the Issuer's publicly available
information.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States. The
distribution of this announcement may be restricted by law in
certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
The Bonds and the Shares (together the "Securities") mentioned
in this press release have not been and will not be registered in
the United States under the U.S. Securities Act of 1933 (the "U.S.
Securities Act"), and may not be offered or sold in the United
States, absent registration or exemption from registration under
the U.S. Securities Act. There will be no public offer of the
Securities in the United States or in any other jurisdiction.
This document is an advertisement and does not comprise a
prospectus for the purposes of the Prospectus Regulation (as
defined below) and/or Part VI of the Financial Services and Markets
Act 2000 of the United Kingdom (the "FSMA") or otherwise.
In connection with the offering of the Bonds, a Prospectus is
not required to be published pursuant to the Prospectus
Regulation.
This announcement and any offer when made are only addressed to
and directed, in member states of the European Economic Area and
the United Kingdom, at persons who are "qualified investors" within
the meaning of Prospectus Regulation (as defined below) ("qualified
investors"). Each person who initially acquires any Bonds or to
whom any offer of Bonds may be made and, to the extent applicable,
any fund on behalf of which such persons is acquiring the Bonds
that are located in a member state of the European Economic Area or
in the United Kingdom will be deemed to have represented,
acknowledged and agreed that it is a "qualified investor" For these
purposes, the expression "Prospectus Regulation" means Regulation
(EU) 2017/1129 and Regulation (EU) 2017/1129 as it forms part of
the United Kingdom domestic law by virtue of the EUWA.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on Markets in
Financial Instruments, as amended ("MiFID II"); (b) articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; (c) local implementing measures in the EEA; (d)
Regulation (EU) No 600/2014 as it forms part of United Kingdom
domestic law by virtue of the EUWA ("UK MiFIR"); and (e) the FCA
Handbook Product Intervention and Product Governance Sourcebook
(together, the "Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the
Product Governance Requirements) may otherwise have with respect
thereto, the Bonds have been subject to a product approval process,
which has determined that: (i) the target market for the Bonds is
(a) in the EEA, eligible counterparties and professional clients
only, each as defined in MiFID II and (b) in the United Kingdom,
eligible counterparties (as defined in the FCA Handbook Conduct of
Business Sourcebook) and professional clients (as defined in UK
MiFIR); and (ii) all channels for distribution of the Bonds to
eligible counterparties and professional clients are appropriate.
Any person subsequently offering, selling or recommending the Bonds
(a "Distributor") should take into consideration the manufacturers'
target market assessment; however, a Distributor subject to MiFID
II or the Product Governance Requirements is responsible for
undertaking its own target market assessment in respect of the
Bonds (by either adopting or refining the manufacturers' target
market assessment) and determining appropriate distribution
channels.
The target market assessment is without prejudice to the
requirements of any contractual or legal selling restrictions in
relation to any offering of the Bonds.
For the avoidance of doubt, the target market assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II or UK MiFIR; or (b) a recommendation
to any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Bonds.
In the United Kingdom, this document is being distributed only
to, and is directed only at, qualified investors within the meaning
of Article 2(e) of the Prospectus Regulation, as amended, as it
forms part of UK law by virtue of the European Union (Withdrawal)
Act 2018 who are (i) persons having professional experience in
matters relating to investments falling within the definition of
"investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"), and qualified investors falling within
Article 49(2)(a) to (d) of the Order, and (ii) persons to whom it
may otherwise lawfully be communicated (all such persons together
being referred to as "relevant persons").
This announcement must not be acted on or relied on (i) in the
United Kingdom, by persons who are not relevant persons, and (ii)
in any Member State of the European Economic Area, by persons who
are not qualified investors. Any investment or investment activity
to which this communication relates is available only to qualified
investors in the EEA and relevant persons in the United Kingdom and
will be engaged in only with relevant persons.
The Bonds are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area
("EEA") or in the United Kingdom. For these purposes, a retail
investor in the EEA or the United Kingdom means a person who is one
(or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of MiFID II; (ii) a customer within the meaning of
Directive (EU) 2016/97 (the "Insurance Distribution Directive"),
where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II; and in the
United Kingdom, a person who is one (or more) of (a) a retail
client, as defined in point (8) of Article 2 of Regulation (EU) No
2017/565 as it forms part of United Kingdom domestic law by virtue
of the EUWA or (b) a customer within the meaning of the provisions
of the FSMA and aby rules or regulations made under the FSMA to
implement Directive (EU) 2016/97, where that customer would not
qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
United Kingdom domestic law by virtue of the EUWA.
Consequently no key information document required by Regulation
(EU) No 1286/2014 (as amended, the "PRIIPs Regulation") or the
PRIIPS Regulation as it forms part of United Kingdom domestic law
by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or
selling the Bonds or otherwise making them available to retail
investors in the EEA or the United Kingdom has been prepared and
therefore offering or selling the Bonds or otherwise making them
available to any retail investor in the EEA or in the United
Kingdom may be unlawful under the PRIIPs Regulation and/or the UK
PRIIPs Regulation.
The Bonds may be sold only to purchasers in Canada purchasing,
or deemed to be purchasing, as principal that are accredited
investors, as defined in National Instrument 45-106 Prospectus
Exemptions or subsection 73.3(1) of the Securities Act (Ontario),
and are permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant
Obligations. Any resale of the Bonds or Shares issued on conversion
of the bonds must be made in accordance with an exemption from, or
in a transaction not subject to, the prospectus requirements of the
applicable securities laws.
This announcement or electronic transmission hereof does not
constitute or form part of an offer to sell securities or the
solicitation of any offer to subscribe for or otherwise buy any
securities to any person in the United States, Australia, Japan and
South Africa or in any jurisdiction to whom or in which such offer
or solicitation is unlawful.
Each of the Managers is acting on behalf of the Issuer and no
one else in connection with the offering of the Bonds and will not
be responsible to any other person for providing the protections
afforded to clients of such Managers or for providing advice in
relation to the Bonds or any transaction, matter or arrangement
referred to in this announcement.
In connection with the offering of the Bonds, the Managers and
any of their affiliates, acting as investors for their own accounts
or for the accounts of others, may subscribe for or purchase bonds
and in that capacity may retain, purchase, sell, offer to sell or
otherwise deal for their own accounts or for the accounts of others
in such bonds and any other securities of the Issuer or related
investments in connection with the Bonds, the Issuer or otherwise.
Accordingly, references to the Bonds being issued, offered,
subscribed, acquired, placed or otherwise dealt in should be read
as including any issue or offer to, or subscription, acquisition,
placing or dealing by, the Managers and any of their respective
affiliates acting as investors for their own accounts. The Managers
do not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
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END
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