International Consolidated Airlines S A : Shareholder Circular
International Consolidated Airlines S A : Shareholder Circular CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. This Circular contains forward-looking statements which are subject to assumptions, risks and uncertainties associated with, among other things, the economic and business circumstances occurring from time to time in the countries, sectors and business segments in which the Group operates. These and other factors could affect the results, strategy and prospects of the Group.
Опубликовано : 3 года назад от MarketScreener в Travel Finance Markets
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt about the contents of this Circular or the action you should take, you are recommended to seek your own financial or professional advice immediately from your stockbroker, bank, solicitor, accountant, fund manager or other appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial or professional adviser. If you sell or have sold or otherwise transferred all of your Shares before 21 October 2022 please forward this Circular and the accompanying documentation as soon as possible to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. If you sell or have sold or otherwise transferred only part of your holding of Shares, you should retain this Circular and the accompanying documentation, and you should consult with the bank, stockbroker or other agent through whom the sale or transfer was effected. Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation or may otherwise intend to forward this Circular to any jurisdiction outside Spain or the UK should seek appropriate advice before taking any such action. The distribution of this Circular and any accompanying documents into jurisdictions other than Spain or the UK may be restricted by law. Any person not in Spain or the UK into whose possession this Circular and any accompanying documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. (a company incorporated under the laws of the Kingdom of Spain and entered at the Madrid Mercantile Registry with registration number M-492129 and with Tax Identity Code number A-85845535) This Circular should be read as a whole. Your attention is drawn to the letter to Shareholders from the Chairman of IAG, which is set out in Part I (Letter from the Chairman of IAG) of this Circular. This letter contains the recommendation of the Board of IAG that you vote in favour of each of the Resolutions to be proposed at the Shareholders' Meeting. Please read the whole of this Circular. In particular, your attention is drawn to the risk factors set out in Part II (Risk factors) of this Circular. A Notice convening the Shareholders' Meeting of the Company called to be held in Madrid at Auditorio Rafael del Pino, calle de Rafael Calvo 39, 28010 on 25 October 2022 at 18:30 (CEST) on first call, and on the following day, 26 October 2022, at the same time and venue, on second call, is set out at the end of this Circular. Shareholders are informed that the Shareholders' Meeting will be held on second call. Attendance, Proxy and Remote Voting Cards for Shareholders will be issued by the institutions with which their Shares are deposited, and Proxy Forms for holders of CDIs will be issued by the Company to their addresses as they appear on the Company's share register book. Attendance, Proxy and Remote Voting Cards will also be available on the Company's website (www.iairgroup.com) in both Spanish and English.
If you are a Shareholder and wish to attend physically and vote at the Shareholders' Meeting, please present: (i) a completed and signed Attendance, Proxy and Remote Voting Card or a certificate issued by one of the participating entities of the agency which manages the record of book entries or any other evidence of shareholding permitted by Spanish legislation in force; and (ii) an identity card, passport or any other equivalent official document evidencing your identity, at the entrance to the building where the Shareholders' Meeting is to be held. Shareholders that wish to attend by remote means shall pre-register and identify themselves using the Company's online platform at www.iairgroup.com not later than 18:30 (CEST) on 24 October 2022. Representatives of shareholders that are legal entities must show at the registration desk (if attending physically) or send to the Company (if attending by remote means) a photocopy of a power of attorney evidencing the authority of the individual signing the Attendance, Proxy and Remote Voting Card in the name of the legal entity. Alternatively, you may appoint someone else as your proxy (or proxies) or vote prior to the Shareholders' Meeting: (i) by sending the original Attendance, Proxy and Remote Voting Card, with the relevant sections duly completed and signed together with, if appointed, a copy of the proxy's identity card, passport or any other equivalent official photo identity document, to the Shareholders Office (IAG) (El Caserío, Iberia Zona Industrial no. 2 (La Muñoza), Camino de La Muñoza, s/n 28042 Madrid) or by e-mail to [email protected]; or (ii) on the Company's website, www.iairgroup.com, by following the instructions given and using your electronic DNI (DNIe) or your digital signature based on a recognised and valid certificate issued by the Spanish Public Certification Entity (CERES) and uploading the identity card or passport of the proxy, if appointed. Proxies appointed or remote votes cast using any of the remote means set out above must be received by the Company not later than midnight (CEST) on 25 October 2022. CDI holders who wish to attend the Shareholders' Meeting physically or by remote means and vote the underlying Shares to which such holder is entitled must complete and return a Proxy Form to Computershare Investor Services PLC, by 17:00 (BST) on 20 October 2022 to be appointed as a proxy for such shares. Persons who hold an interest in CDIs through the IAG Nominee Service operated by Computershare Company Nominees Limited and who wish to attend the Shareholders' Meeting must complete and return a Proxy Form to Computershare, by 11:00 (BST) on 20 October 2022 to be granted a proxy. Computershare shall send the form to the registered address held by Computershare for each person who holds CDIs or an interest in CDIs through the IAG Nominee Service. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available at www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Computershare (ID number 3RA50) by 17:00 (BST) on 20 October 2022. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which Computershare is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. You will also need to present an identity card, passport or any other equivalent official document evidencing your identity at the entrance to the building where the Shareholders' Meeting is to be held or upload it to the online platform at www.iairgroup.com if you wish to attend by remote means not later than 18:30 (CEST) on 24 October 2022. Alternatively, you may appoint someone else as your proxy (or proxies) or give voting instructions in relation to the underlying Shares prior to the Shareholders Meeting: (i) by completing and returning the relevant form of instruction to Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY; or (ii) by following the instructions given on the website, www.eproxyappointment.com, by no later than 11:00 (BST) on 20 October 2022. A summary of the action to be taken by Shareholders and holders of CDIs (including, for this purpose, those persons holding interests in CDIs through the IAG Nominee Service) is set out in paragraph 12
of Part I (Letter from the Chairman of IAG) of this Circular and in the Notice of Shareholders' Meeting. Completion and return of the original Attendance, Proxy and Remote Voting Card appointing a proxy or an electronic registration of a proxy appointment will not preclude you from voting remotely prior to the Shareholders' Meeting or attending and voting in person at the Shareholders' Meeting if you wish to do so. Attendance at the Shareholders' Meeting by you as the represented Shareholder, whether in person or by having voted using remote means, will revoke the appointment of your proxy, regardless of the date of the proxy appointment. This document is a circular relating to the Proposed Purchases which has been prepared in accordance with the Listing Rules and approved by the Financial Conduct Authority. No person has been authorised to give any information or make any representations other than those contained in this Circular and, if given or made, such information or representations must not be relied on as having been so authorised. The delivery of this Circular shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Circular or that the information in it is correct as of any subsequent time. Morgan Stanley & Co. International plc, which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for IAG as Sponsor in connection with the approval of this Circular by the FCA and no one else in connection with the Proposed Purchases and will not be responsible to anyone other than IAG for providing the protections afforded to clients of Morgan Stanley or its affiliates or for providing advice in relation to the Proposed Purchases, the contents of this Circular, or any transaction, arrangement or matter referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed on Morgan Stanley by FSMA or the regulatory regime established thereunder, neither Morgan Stanley nor any of its respective subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person for the contents of this document, including its accuracy, correctness or for any other statement made or purported to be made by it, or on its behalf in connection with IAG, the acquisition of aircraft and any other matters referred to in this document and nothing in this Circular will be relied upon as a promise or representation in this respect, whether or not to the past or future. Save for the aforementioned responsibilities and liabilities, if any, which may be imposed under FSMA, Morgan Stanley, its subsidiaries, branches and affiliates accordingly disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this Circular or any other statement. Capitalised terms have the meaning ascribed to them in Part VII (Definitions) of this Circular.
This Circular contains forward-looking statements which are subject to assumptions, risks and uncertainties associated with, among other things, the economic and business circumstances occurring from time to time in the countries, sectors and business segments in which the Group operates. These factors include, but are not limited to, those discussed in Part II (Risk factors) of this Circular. These and other factors could affect the results, strategy and prospects of the Group. Forward-looking statements can be typically identified by the use of forward-looking terminology such as "expects", "may", "will", "could", "should", "intends", "plans", "predicts", "envisages", "believes" or "anticipates", as well as the negatives of such words and other words of similar meaning in connection with discussions of future operating or financial performance or of strategy that involve risks and uncertainties. The forward-looking statements in this Circular are made based upon the Company's expectations and beliefs concerning future events affecting the Group and therefore involve a number of known and unknown risks and uncertainties. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which it will operate, which may not prove to be accurate. The Company cautions that these forward- looking statements are not guarantees, and that actual results could differ materially from those expressed or implied in these forward-looking statements. You are cautioned not to place any undue reliance on the forward-looking statements contained in this Circular which speak only as at the date of this Circular. Neither the Company nor any member of the Group undertakes any obligation to update or revise any forward-looking statements publicly, whether as a result of new information, future events or otherwise except as required by any applicable laws and regulations, including (but not limited to) the Listing Rules, the Disclosure, Guidance and Transparency Rules, UK MAR and FSMA. The statements in this section should not in any way be construed as a qualification to the opinion of the Company as to the Group's working capital set out in paragraph 10 of Part V (Additional information) of this Circular.
Темы: Aviation, Airlines