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|Partial repayment of financing arrangements|
International Consolidated Airlines Group, S.A. ("IAG") and its wholly owned subsidiary AERL Holding Limited ("AERL Holding") entered into arrangements to finance AERL Holding's offer ("Offer") for Aer Lingus Group plc ("Aer Lingus") (the "Financing Arrangements") as described in paragraph 9 of the letter from AERL Holding set out in Part II of the offer document posted to Aer Lingus Shareholders on 19 June 2015 (the "Offer Document"). On 22 June 2015, 17 July 2015 and 31 July 2015, IAG announced certain updates to the Financing Arrangements.
IAG and AERL Holding also entered into arrangements to partially refinance the Financing Arrangements by entering into a facility agreement (the "Term Loan Facility Agreement") under which a €600 million amortising term loan facility (the "Term Loan Facility") was made available to AERL Holding for the purpose, amongst other things, of funding the consideration payable by it in respect of the Offer and certain transaction costs relating to the Offer and AERL Holding's financing of the Offer. As a consequence of entering into the Term Loan Facility Agreement, €600 million of the commitments of the lenders under the previously announced €1.4 billion bridge facility made available to AERL Holding (the "Bridge Facility ") were cancelled.
On 12 November 2015, IAG announced its launching and pricing of two tranches of senior unsecured bonds convertible into ordinary shares of IAG (the "Issue"). The first tranche of the Issue was made for a principal amount of EUR 500 million and due 2020 (the “2020 Bonds”) and the second tranche was made for a principal amount of EUR 500 million and due 2022 (the “2022 Bonds” and, together with the 2020 Bonds, the “Bonds”).
IAG have announced today that: (i) the public deeds formalising the issues of the Bonds have been registered with the Mercantile Registry of Madrid and (ii) that today, being the closing date of the Issue, the Bonds have been issued, fully subscribed and settled.
It is hereby formally communicated as a relevant event pursuant to 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, that part of the funds obtained from the Issue have been used today to fund the voluntary prepayment in full of the Bridge Facility Agreement by AERL Holding.
Enrique Dupuy de Lôme
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 Bookrunners, the Co-Bookrunners, the Co-Lead Managers (each as named in the disclosures of relevant information published on 12 November 2015 under numbers 230865 and 230887 and 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.
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.