Share Buyback
Programme
INTERNATIONAL CONSOLIDATED AIRLINES
GROUP, S.A. ("IAG" or
the "Company") today
announces a share buyback programme of €350 million (the
"Programme"), reflecting
our confidence in the strategy and business model, as well as the
long-term prospects for the business.
Our strategy has delivered a strong
financial performance, including the margin growth and significant
free cash flow that are a fundamental part of our medium-term
targets.
The decision is based on IAG's
disciplined capital allocation framework that underpins the
delivery of sustainable shareholder returns over the long
term:
· IAG's
first priority is to maintain a strong balance sheet. Our target is
to be below 1.8x net debt to EBITDA before exceptional items
through the cycle and we are now well below that level at 1.0x,
with strong investment grade ratings from both of our ratings
agencies.
· Secondly, we will prioritise investment in the business as
part of our transformation programme, which includes rebuilding our
fleet to strengthen our position in core markets and hubs;
improving the customer experience; and investing in digital tools
and in sustainability.
· We are
committed to sustainable shareholder returns. At our half year
results we announced an interim dividend of €0.03 per share as the
first step towards a sustainable dividend.
· We
will continue to evaluate opportunities for inorganic
growth.
We are therefore now returning
excess cash to shareholders.
The purpose of the Programme will be
the reduction of IAG's share capital (subject to the approval of
such reduction by its Shareholders' Meeting) and will be carried
out in accordance with the authorisation granted by the Annual
General Shareholders' Meeting held on 26 June 2024.
Goldman Sachs Bank Europe SE
("GS") and Morgan
Stanley Europe SE ("MS")
have been engaged to implement the Programme, in sequential
tranches (so that each bank will implement one of the tranches of
the Programme). GS and MS (and/or its
delegates) will make the share purchases on the Company's behalf
(acting as riskless principal and not as agent) and make all
trading decisions independently of, and uninfluenced by, the
Company, subject to certain parameters agreed between the Company
and each of GS and MS prior to the commencement of the
Programme.
Qatar Airways Group Q.C.S.C.
("Qatar Airways")
has agreed to participate in the Programme on a pro rata basis so
as to maintain its current aggregate stake in IAG (25.143% of its
share capital). For such purpose, arrangements have been entered
into between Qatar Airways, GS and MS pursuant to which Qatar
Airways has agreed not to sell IAG shares
in the market during the Programme but instead to sell to GS and MS, as applicable, on each trading day
during the Programme (for on-sale to
IAG) a number of shares proportionate to the
number of shares bought by GS or MS, as applicable, in the market
on each trading day, and at a price per share equal
to the volume weighted average price
at which GS or MS, as applicable, has purchased such shares on the
market on such trading day.
Therefore, the Programme will be
executed through purchases of shares in the market and purchases of
shares from Qatar Airways on the terms set forth above, in an
aggregate amount of €350 million (€262 million for purchases in the
market and €88 million for purchases from Qatar
Airways).
The Programme will start on 11
November 2024 and end no later than 28 February 2025, unless
terminated by the Company, GS or MS, as applicable,
in certain circumstances.
The part of the Programme to be
executed in the market will be carried out in accordance with the
provisions of the Market Abuse Regulation (EU) 596/2014 and
Commission Delegated Regulation (EU) 2016/1052 (including as
incorporated into UK law) regarding the exemption for buyback
programmes, and will have the following characteristics:
a) Regulated market: the shares will be
purchased on both the London Stock Exchange and the
Spanish Stock Exchanges (each an "Exchange").
b) Maximum pecuniary amount allocated to the
Programme in the market: €261,999,500.
c) Maximum number of shares to be acquired in
the market: up to 319,447,282 ordinary shares, which
represent 6.426 per cent. of the Company's share capital
as of today's date (8 November 2024).
d) Consideration per share: the shares
will be purchased at a price of no more than the lower of:
(i) the higher of the price of the last independent trade and
the highest then current independent purchase bid on the Exchange
where the purchase is carried out, and (ii) 105 per cent. of the
average market value of the shares for the five business days prior
to the day the purchase is made.
e) Maximum volume per trading session
(including share purchases both in the market and from Qatar
Airways): no more than 25 per cent. of the average daily volume of
the shares traded on the Exchange in the 20 trading days
immediately preceding the date of purchase.
The shares purchased under the
Programme will be held in treasury pending approval to cancel such
shares being granted by IAG's Shareholders' Meeting.
Nicholas Cadbury
Chief Financial and Sustainability
Officer
8 November
2024
LEI: 959800TZHQRUSH1ESL13
This
announcement contains inside information and is disclosed in
accordance with the Company's obligations under the Market Abuse
Regulation. The person responsible for arranging the release of
this announcement on behalf of IAG is Nicholas Cadbury, Chief
Financial and Sustainability Officer.