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|IAG Limit on Non-EU Shareholdings|
On 11 February 2019, the share register of International Consolidated Airlines Group, S.A. (“IAG” or the “Company”) shows that ownership of the Company’s issued shares by Relevant Non-EU Persons has reached 47.5 per cent.
IAG’s Board has decided that, due to the level of share ownership by Relevant Non-EU Persons, it is necessary to specify a maximum aggregate number of Relevant Non-EU Shares under Article 11.8(b) of the Company’s bylaws (“Permitted Maximum”).
IAG confirms that the Permitted Maximum of Relevant Non-EU Shares shall be fixed at 47.5 per cent. There can be no assurance as to when, or if, the Permitted Maximum will be removed.
Under Article 11.8 of the Company’s bylaws, after the publication of this announcement no acquisitions of shares by Relevant Non-EU Persons may take place. The Board confirms that it will not issue any certificate to Relevant Non-EU Persons that would make such acquisitions effective under the Company’s bylaws.
Accordingly, any shares acquired by a Relevant Non-EU Person after the publication of this announcement will be treated by the Board as Affected Shares and the Board shall give an Affected Share Notice to any such Relevant Non-EU Person purchaser.
Any Affected Share Notice will specify that: (i) the voting rights and other political rights (including, but not limited to, the right to attend and speak at shareholders’ meetings) attaching to such shares shall be suspended; and (ii) the Relevant Non-EU Person on whom the Affected Share Notice is served shall be required to dispose of the relevant shares within ten (10) Business Days of receipt of such notice so that no Relevant Non-EU Person holds, directly or indirectly, or has an interest in such shares. In the event the Board is not satisfied that the relevant shares have been sold in such a manner within the ten (10) Business Day period, the Board may cause the Company to acquire such shares using the valuation formula described in the appendix to this announcement.
IAG confirms that Relevant UK Persons are not and will not be treated as Relevant Non-EU Persons and, therefore, are not and will not be subject to the restrictions on share acquisitions set out in this announcement, unless IAG notifies shareholders otherwise. IAG has no plans to issue such a notification.
In accordance with Article 11.8 of the Company’s bylaws, a summary of the provisions in the Company’s bylaws which apply to Affected Shares is provided in the appendix to this announcement.
For all enquiries relating to the Affected Shares, please contact firstname.lastname@example.org
Enrique Dupuy de Lôme
11 February 2019
Unless otherwise defined, terms used in this announcement shall have the meaning given to them in the Company’s bylaws. The definitions of EU National, Member State, Relevant Non-EU Person, Relevant Non-EU Share, Relevant UK Person and United Kingdom National, extracted from the Company’s bylaws, are set out below:
“EU National” means any national of a Member State.
“Member State” means any state that from time to time is, or is deemed to be, a Member State for the purposes of Regulation (EC) No 1008/2008 of the European Parliament and of the Council of 24 September 2008, on common rules for the operation of air services in the Community (as amended or readopted), including (for the avoidance of doubt) any state that is from time to time a member state of the European Community and/or the European Economic Area.
Note: as at the date of this announcement, each of the following states is, or is deemed to be, a Member State for the purposes of Regulation (EC) No 1008/2008 of the European Parliament and of the Council of 24 September 2008: Austria; Belgium; Bulgaria; Croatia; Cyprus; Czech Republic; Denmark; Estonia; Finland; France; Germany; Greece; Hungary; Iceland; Ireland; Italy; Latvia; Liechtenstein; Lithuania; Luxembourg; Malta; Netherlands; Norway; Poland; Portugal; Romania; Slovakia; Slovenia; Spain; Sweden; Switzerland; and the United Kingdom.
“Relevant Non-EU Person” means:
“Relevant Non-EU Share” means any share (other than a share particulars of which are removed by the Company from the Separate Non-EU Register pursuant to Article 11.6), held by a Relevant Non-EU Person or by a Depositary for the benefit of a Relevant Non-EU Person or in which a Relevant Non-EU Person has an interest or which is declared by the Company to be a Relevant Non-EU Share pursuant to Article 11.5.
“United Kingdom National” has the meaning ascribed thereto in section 105(1) of the United Kingdom Civil Aviation Act 1982 (as amended).