Court Sanction Suspension of

RNS Number : 7361Z

British Airways PLC

19 January 2011

 



PROPOSED MERGER BETWEEN BRITISH AIRWAYS AND IBERIA

British Airways Plc - Court sanction of the Scheme and Suspension of Trading

Earlier today (19 January 2011), the High Court of Justice of England and Wales made an order sanctioning the scheme of arrangement (the "Court Order") to establish BA Holdco, S.A. as the holding company of British Airways Plc (the "Scheme").

The Scheme will become effective upon an office copy of the Court Order sanctioning the Scheme being delivered to the Registrar of Companies of England and Wales for registration, which is expected to be done on 21 January 2011 (the "Scheme Effective Date"). From 0730 (London time) on the Scheme Effective Date, shares in British Airways Plc will be suspended from trading on the London Stock Exchange. It is therefore expected that the last day of dealings in British Airways Plc shares will be 20 January 2011.

A further announcement will be made when the Scheme becomes effective on the Scheme Effective Date.

Ends

NOTES TO EDITORS

This announcement is for information purposes only and does not constitute an offer to purchase, sell or exchange or the solicitation of an offer to purchase, sell or exchange any securities or the solicitation of any vote or approval with respect to the merger of British Airways Plc ("BA") and Iberia Líneas Aéreas de España, S.A. ("Iberia") into International Consolidated Airlines Group, S.A. (the "Company") (the "Transaction"), 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 announcement is not to be distributed (directly or indirectly) in or to Canada, Australia, Japan, New Zealand or the Republic of South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. This announcement is not an offer of securities for sale in or into Canada, Australia, Japan, New Zealand or the Republic of South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

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, the Company, BA and Iberia disclaim any responsibility or liability for the violation of such restrictions by any person.

UBS is acting as financial adviser to BA and no one else in connection with the Transaction and will not be responsible to anyone other than British Airways for providing the protections afforded to the clients of UBS nor for providing advice in relation to the Transaction or any other matter referred to herein.

Morgan Stanley are acting as financial advisers to Iberia and no one else in connection with the Transaction and will not be responsible to anyone other than Iberia for providing the protections afforded to the clients of Morgan Stanley nor for providing advice in relation to the Transaction or any other matter referred to herein.

This announcement may contain forward-looking information and statements about BA and Iberia and the Company's businesses after completion of the proposed Transaction. Forward-looking statements are statements that are not historical facts nor guarantees of future performance, and have not been reviewed by BA or Iberia's auditors. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words "expects," "anticipates," "believes," "intends," "estimates" and similar expressions. Although the managements of BA and Iberia believe that the expectations reflected in such forward-looking statements are reasonable, investors and holders of BA and Iberia shares are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of BA and Iberia, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed or identified in the public documents filed by BA with the UKLA or on the National Storage Mechanism, or by Iberia or the Company with the Comisión Nacional del Mercado de Valores, including BA's 2009/2010 Annual Report and Accounts and Circular to Shareholders dated 26 October 2010, Iberia's 2009 Annual Report and Accounts, the Registration Document of the Company dated 26 October 2010 and the Securities Note and Summary Note of the Company dated 10 January 2011. Investors are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date they were made. Except as required by applicable law, neither BA nor Iberia undertake any obligation to update any forward-looking information or statements.

ADDITIONAL NOTICE TO IBERIA SHAREHOLDERS IN THE UNITED STATES OF AMERICA

This business combination involves the securities of a foreign company. The Transaction is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies. It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.

You should be aware that the issuer may purchase securities otherwise than under the exchange offer, such as in open market or privately negotiated purchases.

 

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