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Placing of shares in Wizz Air Holdings Plc

In brief · summary, not quotable

Indigo Partners selling approximately 10 million shares, 9.7% of share capital, via accelerated placing.

  • Shares being sold approximately 10 million ordinary shares
  • Percentage of share capital approximately 9.7%
  • Indigo Partners current holding 24,684,895 ordinary shares (approximately 23.9% of issued share capital)
  • Lock-up period 90 days
Full announcement

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Neither this communication nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire shares pursuant to the Placement (as defined below) will be made, and any investor should make its investment decision solely on the basis of, publicly available information.

Proposed secondary placing of ordinary shares in Wizz Air Holdings Plc by investment funds managed by Indigo Partners LLC.

Indigo Partners LLC ("Indigo Partners") today announces that investment funds managed by it intend to sell, through Indigo Hungary LP and Indigo Maple Hill, L.P. (the "Sellers"), approximately 10 million ordinary shares in Wizz Air Holdings Plc (the "Company" or "Wizz Air"), corresponding to approximately 9.7% of the Company's existing share capital, through a placing of ordinary shares via an accelerated bookbuild offering to institutional investors only (the "Placement").

Books will open immediately following the publication of this announcement and may be closed at short notice. The results of the Placement and the offer price will be announced as soon as practicable after completion of the bookbuilding process.

As of today, the Sellers own 24,684,895 ordinary shares in the Company, representing approximately 23.9% of the issued ordinary share capital and voting rights in the Company. The Indigo Shareholders also hold convertible shares and convertible notes in the Company as detailed in Wizz Air's 2025 Annual Report and Accounts. The number of ordinary shares the Sellers will hold after the Placement will be announced following completion of the Placement.

The Placement is driven by certain investors in the funds managed by Indigo Partners seeking to realise their investment following an extended holding period.

Investors are reminded that the Board of Wizz previously resolved to treat certain ordinary shares in the Company held by Non-Qualifying Nationals as Restricted Shares in order to continue to comply with the Ownership and Control Requirement under European Union law following Brexit. Holders of Restricted Shares are not able to attend or speak or vote at any general meetings of the Company in respect of such shares. Investors should refer to the RNS announcement by the Company on 29 December 2020 entitled "Disenfranchisement of Ordinary Shares" and the Wizz Air 2025 Annual Report and Accounts for further information.

The Sellers have engaged Morgan Stanley & Co. International plc ("Morgan Stanley") and J.P. Morgan Securities plc ("J.P. Morgan") as bookrunners (the "Joint Bookrunners") in connection with the Placement. Subject to customary exceptions, the Indigo Partners will not make additional sales of shares for 90 days without the consent of the Joint Bookrunners. In addition, the Indigo Partners may sell additional shares to a private equity sponsor or strategic investor provided the purchaser is then subject to the same lock-up terms as the Indigo Partners.

No shares are being sold or issued by the Company and the Company will not receive any proceeds from the Placement.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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