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Intl Con Airline Grp IAG Prior announcement of Vueling tender offer

  Intl Con Airline Grp (IAG) - Prior announcement of Vueling tender offer

RNS Number : 6766Q
International Cons Airlines Group
08 November 2012




                                                                             

                                      

In compliance  with  article  82 of  the  Law  24/1988, of  July  28,  on  the 
Securities Markets, article 16.1  of the Royal Decree  1066/2007, July 27,  on 
the rules for  public tender offers  for securities and  the Circular  8/2008, 
December 10,  of  the  National Securities  Market  Commission,  International 
Consolidated Airlines Group, S.A. ("IAG") hereby announces the following



                                RELEVANT FACT

Further to the relevant fact published  on 7 November 2012 (official  registry 
number 176409), it is disclosed the prior announcement of the tender offer for
the acquisition of Vueling Airlines, S.A.'s shares promoted on the date hereof
by Veloz Holdco, S.L. (Sociedad Unipersonal), an IAG's wholly subsidiary.

A copy of such prior announcement is attached to this relevant fact as Annex.



8 November 2012

                                                                             



PRIOR ANNOUNCEMENT  OF  THE  TENDER  OFFER  LAUNCHED  BY  VELOZ  HOLDCO,  S.L. 
(SOCIEDAD UNIPERSONAL) FOR THE ACQUISITION OF 100% OF THE SHARES REPRESENTING
THE SHARE CAPITAL OF VUELING AIRLINES, S.A.

This prior announcement is released in compliance with Royal Decree 1066/2007,
July 27, on  the rules  for public tender  offers for  securities (the  "Royal 
Decree 1066/2007") and includes the main  terms of the voluntary tender  offer 
that Veloz Holdco, S.L. (Sociedad  Unipersonal) (the "Offering Company")  will 
launch for  100% of  the shares  representing the  share capital  of  Vueling 
Airlines, S.A. (the "Target  Company" or "Vueling"), which  is subject to  the 
mandatory authorization of the National Securities Market Commission (Comisión
Nacional del Mercado de Valores) (the "Offer").

The terms and conditions of the Offer described below will be included in  the 
prospectus (the  "Prospectus")  that  will  be  published  once  the  referred 
authorisation is obtained.

1. Offering Company details

The offering company is Veloz  Holdco, S.L. (Sociedad Unipersonal), a  Spanish 
limited liability  company (sociedad  de  responsabilidad limitada)  with  its 
registered  office  in  Madrid,  at  calle  Velázquez  130  and  bearing   Tax 
Identification Number (NIF) B-86535846.

The  Offering   Company  is   a  limited   liability  company   (sociedad   de 
responsabilidad  limitada)   and,  therefore,   its  shares   (participaciones 
sociales) cannot be listed.

The  Offering   Company  is   a  wholly-owned   subsidiary  of   International 
Consolidated Airlines  Group, S.A.  ("IAG"), which  in turn  is currently  the 
indirect holder of 13,711,221  shares of Vueling,  representing 45.85% of  its 
capital stock.  IAG holds  its  indirect interest  in Vueling  through  Iberia 
Líneas Aéreas de  España, Sociedad  Anónima Operadora  ("Iberia"). Iberia,  in 
turn, is a  wholly-owned subsidiary  of IB Opco  Holding, S.L.,  a company  in 
which IAG  directly  or indirectly  holds  49.90%  of the  voting  rights  and 
practically all economic rights.

IAG, in turn, is not controlled by any individual or legal entity for purposes
of Section  42 of  the Commercial  Code. The  shares of  IAG are  admitted  to 
listing on the  London Stock Exchange  and on the  Stock Exchanges of  Madrid, 
Barcelona, Bilbao and Valencia (Bolsas de Valores de Madrid, Barcelona, Bilbao
y Valencia) for trading through the Stock Automated Quotation System  (Sistema 
de Interconexión Bursátil) (Continuous Market).

2. Decision of launching the tender offer

On 8 November 2012, the  Offering Company has approved  to launch an offer  to 
acquire shares addressed to all the shareholders of the Target Company.

For this purpose, the Offering Company  has further resolved to grant a  power 
of  attorney  in  favor  of,  among  others,  the  signatory  of  this   prior 
announcement authorising such  person, among  other powers, to  apply for  the 
authorisation of the Offer and to draft, sign and file the Prospectus and  any 
amendments thereto as well as all other supporting documents required pursuant
to the provisions of Royal  Decree 1066/2007, including all relevant  actions, 
statements or proceedings before the National Securities Market Commission and
any other appropriate agency for purposes of the Offer.

3. Filing of the Offer

The Offering  Company expects  to  file with  the National  Securities  Market 
Commission the application for the authorisation of the Offer, the  Prospectus 
and the rest of documentation provided in Section 17 of Royal Decree 1066/2007
within the month  following the  publication of this  prior announcement,  the 
later.

4. Type of Offer

The Offer will be launched voluntarily by the Offering Company, in  accordance 
with Section 13 of Royal Decree 1066/2007.

5. Interest held by the Offering Company in the Target Company

As of  the  day of  today,  the Offering  Company  does not  hold,  direct  or 
indirectly any share of the Target Company. However, its parent company,  IAG, 
holds indirectly through  Iberia a total  of 13,711,221 shares  of the  Target 
Company, representing 45.850% of its total capital stock.

Pursuant to the provisions of Section 5 of Royal Decree 1066/2007, the  Target 
Company's shares held by Iberia (since Iberia is a wholly-owned subsidiary  of 
IB Opco Holding,  S.L., a company  in which IAG  directly or indirectly  holds 
49.90% of the voting rights and  practically all economic rights), as well  as 
the 13,483 additional shares  of the Target Company,  representing 0.045 %  of 
its share capital, held by the members of the board of directors of IAG and of
the companies belonging its group and by the proprietary directors of the  IAG 
group in  Vueling's  board of  directors,  are attributable  to  the  Offering 
Company resulting in an  aggregate holding for these  purposes of 45.895 %  of 
Target Company's shares and voting  rights (not excluding the treasury  shares 
of Vueling that, according to its  2012 interim financial statements as of  30 
June 2012, amount to 216,083 shares, representing 0.723% of the capital  stock 
of Vueling).

It must be noted that, neither the Offering Company nor IAG nor the  companies 
belonging to  the  group of  which  IAG is  the  controlling company  nor  the 
directors of such  companies, have made  or agreed any  transactions over  the 
Target Company shares  or securities  that entail  the right  to subscribe  or 
acquire them, directly or indirectly,  individually or acting in concert  with 
others, during the twelve-month period preceding the prior announcement of the
transaction, which runs from 8 November 2011 to 8 November 2012.

Finally, as of the date of this prior announcement, the following four of  the 
twelve members  of the  board of  directors of  the Target  Company have  been 
appointed at the request of the group of which IAG is the controlling  company 
and consequently have  the condition of  proprietary directors of  IAG in  the 
board of  directors of  the  Target Company:  Mr. Enrique  Donaire  Rodríguez, 
Mr.José María Fariza  Batanero, Mr.  Manuel López  Colmenarejo and  Mr.Jorge 
Pont Sánchez.

6. Information regarding the Target Company

The Target Company is Vueling Airlines, S.A., a Spanish corporation  (sociedad 
anónima), with a registered office at El Prat de Llobregat (Barcelona), Parque
de Negocios Mas  Blau II,  Plaça de l'Estany,  número 5,  registered with  the 
Commercial Registry of the Province of  Barcelona in volume 43032, folio  122, 
page number  B-279224,  and  holder  of  Tax  Identification  Number  (N.I.F.) 
A-63422141.

The capital stock  of Vueling  is currently 29,904,518  euros, represented  by 
29,904,518 book-entry shares, each with a par value of one euro, belonging  to 
a single class and series.

According to publicly available  information, as of  the date hereof,  Vueling 
has not issued any subscription rights, bonds convertible into or exchangeable
for shares, warrants or any similar instruments that might entitle the  holder 
to directly or  indirectly subscribe or  acquire its shares.  Vueling has  not 
issued non-voting shares or special classes of shares either.

The Target Company's shares are admitted to listing on the Madrid,  Barcelona, 
Bilbao  and  Valencia  Stock  Exchanges  for  trading  through  the  Automated 
Quotation System (Continuous Market).

7. Securities and exchange markets affected by the Offer

This Offer targets all of the  shares of Vueling, i.e., the 29,904,518  shares 
of Vueling  representing  100% of  its  capital stock.  Consequently,  it  is 
addressed to all shareholders of Vueling.

However,  Iberia  has  declared  to  the  Offering  Company  in  writing   its 
unconditional and irrevocable commitment to not to accept the Offer in respect
of any  of the  13,711,221 shares  of  Vueling, representing  45.85 %  of  the 
capital stock it currently owns, and in order to guarantee this commitment, to
block its shares  of Vueling  until the acceptance  period for  the Offer  has 
lapsed. For these purposes, it is  hereby stated that Iberia will provide  the 
Offering Company with the certificate evidencing the blocking of its shares in
Vueling before the filing date to apply for the authorization of the Offer.

Therefore, the  Offer will  effectively target  16,193,297 shares  of  Vueling 
representing 54.15% of its  capital stock and an  equal percentage of  voting 
rights.

The Offer will be launched exclusively on the Spanish market, the only  market 
on which the Target Company shares to which the Offer is directed are listed.

This announcement and its content shall  not constitute an offer, if and  when 
it  is  authorised   by  the   National  Securities   Market  Commission,   in 
jurisdictions or territories other than the Kingdom of Spain. Therefore,  this 
announcement  will  not  be  published   or  addressed  to  jurisdictions   or 
territories in which the Offer would be deemed illegal or in which  additional 
documentation is  required to  be  registered. The  persons who  receive  this 
announcement  shall  not  distribute  or  address  it  to  the  aforementioned 
jurisdictions or territories.

8. Offer price

The consideration of the Offer is  seven euros per ordinary share of  Vueling. 
The gross  amount of  any dividend  or  other distribution,  if any,  paid  by 
Vueling to its  shareholders prior to  the publication of  the outcome of  the 
Offer will be  deducted from the  Offer price, once  the authorisation of  the 
National Securities Market  Commission, if  applicable, is  obtained. This  is 
therefore an Offer  to sell  shares of Vueling  rather than  a share  exchange 
offer, that will be paid in cash.

The price of  the Offer implies  a premium of  27.97 % to  the closing  market 
price of the Target Company on 7 November 2012.

The Offering Company has appointed an  independent expert to prepare a  report 
on the valuation of  the shares of Vueling  using the valuation standards  and 
methods provided for in Section 10 of Royal Decree 1066/2007 for the  purposes 
of delisting tender  offers, and  which will  be attached  to the  Prospectus. 
Since no transactions  have been  carried out  in the  last 12  months by  the 
Offering Company, IAG, the  companies belonging to the  group of which IAG  is 
the controlling company, their directors or any other parties acting on behalf
of or in  concert with any  of the foregoing,  the Offering Company  considers 
that the price of the Offer, insofar  as it is not lower than that  determined 
by the independent  expert (taking into  account collectively and  based on  a 
rationale for the respective relevance thereof  the methods set forth in  such 
Section), will be an equitable price.

9. Condition to which the Offer is subject

In accordance with the provisions of  Section 13.2 of Royal Decree  1066/2007, 
the effectiveness of the Offer is subject to acceptance thereof by the holders
of at least 90% of the voting rights to which the Offer is addressed.

10. Antitrust  filings and  authorizations  required by  other  supervisor 
organisms

The Offer is not subject to filing with the European Commission or the Spanish
National Competition  Commission in  accordance with  Council Regulation  (EC) 
139/2004  of  20  January  2004  on  the  control  of  concentrations  between 
undertakings and the Spanish Competition Law 15/2007, of July 3, respectively.

The Offering  Company considers  that there  is no  obligation to  obtain  any 
authorization from any Spanish or foreign administrative authority other  than 
the  National  Securities  Market  Commission  in  order  to  carry  out  this 
transaction. The  transaction will  however  be notified  to the  Spanish  Air 
Security Agency (AESA) in accordance with Council Regulation (EC) 1008/2008 of
24 September 2008 on  common rules for  the operation of  air services in  the 
Community.

11. Agreements related to the Offer

Save for the  agreement between the  Offering Company and  Iberia referred  in 
section 7 above,  there is  no agreement relating  to the  Offer amongst,  the 
Offering Company, IAG or the companies of the IAG group, on the one hand,  and 
Target Company's shareholders or the members  of the Target Company boards  of 
directors,  management  or  control,  on  the  other  hand,  and  no  specific 
advantages have  been reserved  for the  members of  the board  of  directors, 
management or control of the Target Company.

12. Measures regarding listing

The Offering Company intends  to exercise the squeeze-out  right in the  event 
that the  requirements provided  under  Section 60  quater of  the  Securities 
Market Act are fulfilled.

If, upon  completion  of  the  acceptance period  of  the  Offer,  acceptances 
received are insufficient to satisfy  the mandatory requirements stated  under 
Section 60 quater of the Securities Market Act, the Offering Company would not
be able  to exercise  the squeeze-out  right. In  this case,  if the  Offering 
Company waives the minimum  acceptance condition referred  in section 9  above 
and, therefore, the Offer  has a positive outcome,  it will promote  Vueling's 
de-listing following the procedure described in Section 11 d) of Royal  Decree 
1066/2007 provided that the requirements provided therein are fulfilled.

13. Other information

(i) Financing

The Offer  consideration will  be financed  by the  Offering Company  via  IAG 
intra-group sources.

(ii) Management of Vueling

It is  IAG's group  intention to  maintain  the management  of Vueling  as  an 
independent operating company with a different business model from the rest of
the operating companies of the group.

(iii) Impact on IAG

It is expected that the integration of Vueling in IAG's group will :

-    reinforce  the  geographic  diversification  of  IAG's  group, 
reaching a leading position in Barcelona and a growing position in the rest of
Europe;

-  establish a low-cost platform within IAG's group;

-  generate potential synergies in procurement and financing, which
are nevertheless not expected to be material; and

-  enhance IAG's group net earnings from year one.

(iv) Timeline

The Offer is expected to be completed during the spring of 2013.

In addition to the above,  it is the view of  the Offering Company that as  of 
the date of this  prior announcement there is  not any other information  that 
may be necessary for an adequate comprehension of the Offer.

                                     ****

In accordance with Section 30.6 of Royal Decree 1362/2007 of October 19,  from 
the date  of this  announcement, those  shareholders of  Vueling that  acquire 
securities carrying voting rights must notify that acquisition to the National
Securities Market Commission if the percentage  of voting rights held by  them 
reach or exceed 1%.  Likewise, shareholders already holding  3% of the  voting 
rights will be required  to notify any transaction  that involves a change  in 
its holding.

It is hereby  stated that the  Target Company  has not entered  into a  market 
making agreement, so the  statement referred to  the potential suspension,  in 
accordance with  paragraph  2.b) of  the  fifth  rule of  Circular  3/2007  of 
December 19 of the National Securities Market Commission, does not apply.

Madrid, 8 November 2012





___________________________
Mr. Christopher M. Haynes
Joint and Several



                     This information is provided by RNS
           The company news service from the London Stock Exchange

END


TENBKFDNNBDDDDK -0- Nov/08/2012 13:33 GMT