Icelandair Signs LOI to Acquire 49% Stake in Fly Play Europe

Icelandair has officially signed a Letter of Intent (LOI) to acquire a 49% stake in Fly Play Europe, a Malta-registered airline that holds a highly sought-after Maltese Air Operator Certificate (AOC). According to a company press release, the prospective deal would allow the Icelandic flag carrier to diversify its operational footprint and tap into new European aviation markets.

The acquisition targets an entity originally established by the now-defunct Icelandic low-cost carrier Play. Following Play’s collapse in late 2025, Fly Play Europe remained active and is currently held by a consortium of Icelandic investors and pension funds.

If finalized, the agreement would enable Icelandair to split its fleet between two distinct operating licenses. Aircraft based in Iceland would continue to serve the airline’s traditional passenger route network, while Malta-based aircraft would unlock expanded charter and commercial opportunities across Europe.

Strategic Benefits of a Maltese AOC

Expanding Charter and Network Opportunities

By securing a foothold in Malta, Icelandair aims to leverage the Mediterranean nation’s extensive air service agreements and favorable double taxation treaties. In its official statement, the airline noted that a dual-AOC structure would significantly enhance its flexibility and competitiveness in a crowded European market.

Bogi Nils Bogason, President and CEO of Icelandair, emphasized the operational advantages of the proposed acquisition in the press release:

“Most airlines in our markets, especially in Europe, operate more than one air operator certificate, giving them greater flexibility in their operations. If the transaction goes through it would similarly increase Icelandair’s flexibility and competitiveness.”, Bogi Nils Bogason, President and CEO of Icelandair

Bogason further noted that the Maltese certificate would not only open up exciting new business avenues but also simplify the carrier’s existing operations in Iceland, driving overall efficiency.

Background on Fly Play Europe and Deal Conditions

Navigating the Legacy of Play

Fly Play Europe was initially set up by Play as a strategic move to lower the costs of its ACMI (Aircraft, Crew, Maintenance, and Insurance) and charter business. While Play ultimately ceased operations in September 2025 under the weight of sustained financial losses, the Maltese subsidiary survived. Industry reporting from ch-aviation indicates that Fly Play Europe is currently owned by FPEHM Ltd., which is backed by Icelandic investors, including former Play executives.

The LOI serves as the foundation for ongoing negotiations, but the final acquisition is far from guaranteed. According to the Icelandair press release, the transaction remains subject to several critical conditions. These include the successful completion of due diligence, the drafting of a final binding agreement, and regulatory approvals from relevant government authorities.

Crucially, the deal also requires an agreement between the secured creditors of the Fly Play hf. bankruptcy estate and the estate’s liquidator, ensuring that the legacy financial obligations of the defunct parent company are appropriately managed.

AirPro News analysis

We view Icelandair’s pursuit of a Maltese AOC as a pragmatic alignment with broader European aviation trends. Major airline groups frequently utilize multiple operating certificates across different jurisdictions to optimize labor costs, tax liabilities, and route rights. Malta has emerged as a premier destination for these subsidiary AOCs due to its efficient aviation registry and strategic location. By acquiring an existing, active certificate rather than applying for a new one from scratch, Icelandair can bypass lengthy regulatory queues and accelerate its expansion into the lucrative European charter and ACMI markets.

Frequently Asked Questions

What is an Air Operator Certificate (AOC)?

An AOC is an approval granted by a national aviation authority that allows an aircraft operator to use aircraft for commercial purposes. It requires the operator to have personnel, assets, and systems in place to ensure the safety of its employees and the general public.

Why is Icelandair buying a stake in Fly Play Europe?

Icelandair intends to acquire a 49% stake to gain access to Fly Play Europe’s Maltese AOC. This will allow the airline to split its fleet, expand its charter services, and benefit from Malta’s extensive air service agreements and double taxation treaties.

What happened to the original Play airline?

Play was an Icelandic low-cost carrier that competed with Icelandair. It ceased operations in September 2025 due to sustained financial losses. However, its Malta-based subsidiary, Fly Play Europe, remained an active corporate entity.

Sources

• Icelandair Press Release