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|IAG Convertible Bond - Settlement|
THIS ANNOUNCEMENT IS NOT FOR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
In compliance with article 228 of Royal Legislative Decree 4/2015, of October 23, approving the recast text of the Spanish Securities Market Act (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 its developing regulation, International Consolidated Airlines Group, S.A. (“IAG” or the “Issuer”) hereby reports and releases the following
Further to the disclosures of relevant information published on 12 November 2015 under numbers 230865 and 230887 in relation to the issue by IAG of two tranches of senior unsecured bonds convertible into ordinary shares of IAG (the “Issue”), the first one for a principal amount of EUR 500 million and due 2020 (the “2020 Bonds”) and the second one for a principal amount of EUR 500 million and due 2022 (the “2022 Bonds” and, together with the 2020 Bonds, the “Bonds”), without any pre-emptive subscription rights for existing shareholders of IAG, it is hereby announced that the public deeds of issue of the 2020 Bonds and the 2022 Bonds have been registered in the Mercantile Registry of Madrid and that today, being the closing date of the Issue, the Bonds have been issued, fully subscribed and settled.
An application will be made by IAG for the Bonds to be admitted to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange.
Enrique Dupuy de Lôme
This announcement is not for publication or distribution, directly or indirectly, in or into the United States.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.
This announcement and any offer when made are only addressed to and directed, in member states of the European Economic Area, at persons who are “qualified investors” within the meaning of Article 2(1)(e) of Directive 2003/71/EC, as amended (the “Prospectus Directive”) (“qualified investors”). Each person who initially acquires any securities or to whom any offer of securities may be made will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive.
In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, sophisticated investors (i) who have professional experience in matters relating to investments falling within 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) 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 other than the United Kingdom, 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 (other than the United Kingdom) and relevant persons in the United Kingdom and will be engaged in only with relevant persons.
No prospectus is required to be published pursuant to the Prospectus Directive in connection with the offering of the Bonds.
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, Canada or Japan 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.
The information contained in this announcement is subject to change without notice. Each of the Issuer and the Managers expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
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.