2 September 2016
Wizz Air Holdings Plc
Issue of Restricted Share Notices
Further to the announcement made by Wizz Air Holdings Plc (the "Company") on 25 August 2016, as at 24 August 2016 the share register of the Company shows that the ownership of the Company's ordinary shares of £0.0001 each ("Ordinary Shares") by Non-Qualifying Nationals is now in excess of 49 per cent., which is the maximum permitted level of Ordinary Share ownership by Non-Qualifying Nationals set by the Company's Board of Directors (the "Permitted Maximum").
Accordingly, pursuant to the Company's articles of association (the "Articles"), the Company's Board of Directors has resolved to take the following actions:
1. To treat as "Restricted Shares" those Ordinary Shares in respect of which no declaration as to whether or not a Non-Qualifying National has a direct or indirect interest in such Ordinary Shares has been made and where the Company has issued notices in accordance with the Articles requesting details of those persons having an interest in the relevant Ordinary Shares and/or evidence that no Non-Qualifying National has a direct or indirect interest in such Ordinary Shares, and the requested information is not provided within 14 days of such request having been made, and to issue restricted share notices in respect of such Ordinary Shares.
2. That any purchase of Ordinary Shares by a Non-Qualifying National with immediate effect will result in such Ordinary Shares being treated as "Restricted Shares" and the issue of a restricted share notice to such Non-Qualifying National purchaser.
Such restricted share notices will specify that (i) the registered holder of such Ordinary Shares shall not be entitled, in respect of such Ordinary Shares, to attend or to speak at any general meeting of the Company or any meeting of the holders of any class of Ordinary Shares or to vote at any such meeting and (ii) the persons on whom the restricted share notices are served are required to dispose of such Ordinary Shares to a Qualifying National within twenty one days of receipt of the restricted share notice. In the event that the relevant Ordinary Shares are not sold to a Qualifying National within the time period specified in a restricted share notice, the Company can take legal action to compel a sale.
As a result, Non-Qualifying Nationals are effectively barred from purchasing Ordinary Shares for as long as these restrictions remain in place. There can be no assurance as to when, or if, these restrictions will be lifted.
In accordance with the Articles, notice of these resolutions will be published in The Times on 3 September 2016, together with the other details required by the Articles.
The definitions of Qualifying National and Non-Qualifying National are repeated below:
- a "Qualifying National" includes: (i) EEA nationals, (ii) nationals of Switzerland and (iii) in respect of any undertaking, an undertaking which satisfies the conditions as to nationality of ownership and control of undertakings granted an operating licence contained in Article 4(f) of the EU Air Services Regulation, as such conditions may be amended, varied, supplemented or replaced from time to time, or as provided for in any agreement between the EU and any third country (whether or not such undertaking is itself granted an operating licence); and
- a "Non-Qualifying National" includes any person who is not a Qualifying National in accordance with the definition below.
ABOUT WIZZ AIR
Wizz Air is the largest low-cost airline in Central and Eastern Europe, operates a fleet of 71 Airbus A320 and Airbus A321 aircraft, and offers more than 450 routes from 25 bases, connecting 124 destinations across 38 countries. At Wizz Air, a team of approximately 2,800 aviation professionals delivers superior service and very low ticket prices making Wizz Air the preferred choice of 20 million passengers in the financial year ended 31 March 2016. Wizz Air is listed on the London Stock Exchange under the ticker WIZZ and is included in the FTSE 250 and FTSE All-Share Indices. Wizz Air is registered under the International Air Transport Association (IATA), Operational Safety Audit (IOSA), the global benchmark in airline safety recognition. The company was recently named 2016 Value Airline of the Year by the editors of Air Transport World, one of the leading airline trade magazines.
For more information: |
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Investors: |
Iain Wetherall, Wizz Air: |
+41 22 555 9873 |
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Balint Veres, Wizz Air: |
+36 1 777 9349 |
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Media: |
Tamara Vallois, Wizz Air: |
+36 70 777 9324 |
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Edward Bridges / Jonathan Neilan, FTI Consulting LLP: |
+44 20 3727 1017 |
