This announcement relates to the delisting public tender offer for the shares of Vueling Airlines, S.A. authorised by the Spanish National Securities Market Commission ("CNMV") on 16 July 2013. The terms and conditions of the Offer are included in the prospectus that was published and is available on the web pages of International Consolidated Airlines Group, S.A. (www.iairgroup.com), of Vueling Airlines, S.A. (www.vueling.com) and of the CNMV (www.cnmv.es).
This document does not constitute an offer to purchase, sell or exchange or the solicitation of an offer to purchase, sell or exchange any securities, nor shall there be any purchase, sale or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation or sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. This document is not for distribution (directly or indirectly) in any jurisdiction where such distribution would be unlawful. No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted.
The distribution of this document may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, Veloz Holdco S.L. (Sole Shareholder Company) and International Consolidated Airlines Group, S.A. disclaim any responsibility or liability for the violation of such restrictions by any person.
TENDER OFFER FOR VUELING AIRLINES, S.A.'s SHARES
International Consolidated Airlines Group, S.A. ("IAG"), in compliance with article 82 of Law 24/1988, of 28 July, on the Securities Market, hereby announces that, as disclosed by the Spanish National Securities Market Commission on this date, the tender offer for 100% of the shares of Vueling Airlines, S.A. ("Vueling") launched by IAG's wholly-owned subsidiary, Veloz Holdco, S.L. (Sociedad Unipersonal) ("Veloz Holdco") for its delisting from the Barcelona, Bilbao, Madrid and Valencia Stock Exchanges (the "Offer"), has had a positive result as it has been accepted by 2,095,901 shares of Vueling, representing 73.86% of the shares subject to the Offer and 7.01% of Vueling's share capital.
The number of acceptances of the Offer is below 90% of all the shares to which it was addressed, and, thus, lower than the threshold that would enable Veloz Holdco to exercise the squeeze-out right in accordance with the provisions of section 60 quater of Law 24/1988, of July 28, on the Securities Market and article 47 of the Royal Decree 1066/2007, of July 27, on the rules for public tender offers for securities.
The consideration payable by Veloz Holdco for the purchase of the shares of Vueling tendered in the Offer is € 19,387,084.25.
Accordingly, following completion of the Offer IAG will reach an indirect participation of 97.52% of the share capital of Vueling.
2 August 2013
Forward-looking statements:
Certain information included in these statements is forward-looking and involves risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements.
Forward-looking statements include, without limitation, projections relating to results of operations and financial conditions and International Consolidated Airlines Group S.A. (the 'Group') plans and objectives for future operations, including, without limitation, discussions of the Group's Business Plan, expected future revenues, financing plans and expected expenditures and divestments. All forward-looking statements in this report are based upon information known to the Group on the date of this report. The Group undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
It is not reasonably possible to itemise all of the many factors and specific events that could cause the Group's forward-looking statements to be incorrect or that could otherwise have a material adverse effect on the future operations or results of an airline operating in the global economy. Further information on the primary risks of the business and the risk management process of the Group is given in the Annual Report and Accounts 2012; this document is available on www.iagshares.com.
