NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO PURCHASE, NOR SHALL THERE BE ANY SALE OF, THE SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
RESULTS OF PLACING ordinary shares in Wizz Air Holdings Plc
London, 15 June 2017: Further to the announcement released on 14 June 2017 by Indigo Partners LLC ("Indigo Partners"), Indigo Partners announces that Indigo Hungary LP and Indigo Maple Hill, L.P. (the "Indigo Shareholders"), being investment funds managed by it, have sold an aggregate of 10.7 million ordinary shares (the "Placing Shares") in Wizz Air Holdings Plc ("WIZZ" or the "Company", ticker "WIZZ"), by way of an accelerated bookbuild process to institutional investors (the "Placing") at a price of 2,320 pence per Placing Share raising gross proceeds of approximately £249 million.
Following completion of the Placing, the Indigo Shareholders will hold (a) no ordinary shares, (b) 44,830,503 convertible shares and (c) convertible notes which on conversion of the full principal amount would entitle the Indigo Shareholders to have issued to them an additional 24,246,715 new ordinary shares (excluding any ordinary shares that would be issued in respect of accrued but unpaid interest).
In the context of the Placing, subject to customary exceptions, the Indigo Shareholders will not make additional sales of ordinary shares in WIZZ for 90 days without the consent of the Joint Bookrunners.
The proceeds of the Placing are payable in cash. The closing of the Placing is expected to occur on or around 19 June 2017.
The Indigo Shareholders have engaged J.P.Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove, Barclays Bank PLC and Citigroup Global Markets Limited as bookrunners (the "Joint Bookrunners") and Goodbody Stockbrokers UC as placing agent (the "Placing Agent", together with the Joint Bookrunners, the "Managers") in connection with the Placing.
The Company will not receive any proceeds from the Placing.
J.P. Morgan Cazenove
+44 (0) 20 7742 4000
Barclays Bank PLC
+44 (0)20 7623 2323
Citigroup Global Markets Limited
+44 207 986 4000
Goodbody Stockbrokers UC
+ 353 1 641 0453 /
+44 207 841 6203
The publication or distribution or release of this announcement and the Placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. This announcement is for information purposes only and shall not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. No action has been taken that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
Members of the general public are not eligible to take part in the Placing. This announcement and any offer of securities to which it relates are only addressed to and directed at (1) in any member state of the European Economic Area, persons who are qualified investors within the meaning of article 2(1)(e) of Directive 2003/71/EC (as amended from time to time, including by Directive 2010/73/EC to the extent implemented in the relevant member state, and including any relevant implementing measures in any member state, the "Prospectus Directive") ("Qualified Investors"); and (2) in the United Kingdom, qualified investors who (a) have professional experience in matters relating to investments who fall within article 19(5) of the Financial Services and Market Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (b) fall within article 49(2)(a) to (d) of the Order or (c) are persons to whom an offer of the Placing Shares may otherwise lawfully be made (all such persons referred to in (1) and (2) together being referred to as "relevant persons"). The information regarding the Placing set out in this announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
In particular, this announcement does not constitute or form part of any offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire, or subscribe for any securities in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction into which such offer or solicitation would be unlawful. In particular, the Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered, sold or transferred, directly or indirectly, within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. Any offering to be made in the United States will only be made to a limited number of "qualified institutional buyers" as defined in Rule 144A under the Securities Act ("QIBs") pursuant to an exemption from the registration requirements under the Securities Act in a transaction not involving any "public offering" within the meaning of Section 4(a)(2) of the Securities Act. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act. No public offering of the securities referred to herein is being made in the United Kingdom, the United States, Australia, Canada, Japan, South Africa or any other jurisdiction.
No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to purchase securities in the Placing must be based solely on the basis of all publicly available information. Such information is not the responsibility of, and has not been independently verified by, any of Indigo Partners, the Indigo Shareholders, the Managers, or any of their respective affiliates. The information contained in this announcement is for background purposes only and does not purport to be full or complete.
In connection with the Placing, the Managers or any of their respective affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Placing Shares and other securities of WIZZ or related investments in connection with the Placing or otherwise. Accordingly, references to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Managers and any of their respective affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
The Joint bookrunners, each of which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority and the Placing Agent which is authorised and regulated by the Central Bank of Ireland, are acting for the Indigo Shareholders in connection with the Placing and no-one else and they will not be responsible to anyone other than the Indigo Shareholders for providing for providing advice in relation to the Placing or any other matter referred to in this Announcement.
This Announcement has been issued by and is the sole responsibility of the Indigo Shareholders. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Managers or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in WIZZ or WIZZ's shares. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial advisor.
This information is provided by RNS