REG - J.P. Morgan Sec PLC Wizz Air Holdings - Results of placing shares in Wizz Air Holdings Plc

Wizz Air HoldingsAnnouncement

27/02/2026 07:00

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RNS Number : 6187U  J.P. Morgan Securities PLC.  27 February 2026

27 February 2026

Not for release, publication or distribution, in whole or in part, directly or
indirectly, in or into the United States, Australia, Canada, Japan or South
Africa or in any other jurisdiction in which the release, publication or
distribution would be unlawful or require registration.

This announcement does not constitute an offer to sell or the solicitation of
an offer to purchase the securities described herein, 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.

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.

 

PRESS RELEASE

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

Further to the announcement released on 26 February 2026 by Indigo Partners
LLC ("Indigo Partners"), Indigo Partners announces that Indigo Hungary LP and
Indigo Maple Hill, L.P. (the "Sellers"), being investment funds managed by it,
have sold in aggregate 10,000,000 ordinary shares in Wizz Air Holdings plc
(the "Company" or "Wizz Air"), by way of an accelerated bookbuild process to
institutional investors (the "Placement") at a price of 1,250 pence per share,
raising gross proceeds of approximately £125 million.

Following completion of the Placement, the Sellers will hold 14,684,895
ordinary shares in the Company, representing approximately 14.2% of the issued
ordinary share capital and voting rights in the Company. The Sellers also
hold, and will continue to hold, convertible shares and convertible notes in
the Company as detailed in Wizz Air's 2025 Annual Report and Accounts and
subsequent relevant regulatory filings.

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

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. In the context of the
Placing, subject to customary exceptions, the Indigo Partners will not make
additional sales of ordinary shares in Wizz Air 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.

The proceeds of the Placement are payable in cash. Settlement of the Placement
is expected to occur on or around 3 March 2026, subject to customary closing
conditions.

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.

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

 

Important notices

This announcement is not for distribution, directly or indirectly, in or into
the United States (including its territories and possessions, any state of the
United States and the District of Columbia, the "United States"), Australia,
Canada, Japan or South Africa or any other jurisdiction in which the
distribution or announcement would be unlawful. The distribution of this
announcement and the offer and sale of the shares in certain jurisdictions may
be restricted by law and persons into whose possession this document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

The shares are not being offered to the public in any jurisdiction and may not
be offered to the public in any jurisdiction in circumstances which would
require the preparation or registration of any prospectus or offering document
relating to the shares in such jurisdiction. This announcement is not a
prospectus and does not constitute or form part of any offer or solicitation
to purchase or subscribe for securities in the United States, Canada, South
Africa, Australia or Japan or any other jurisdiction in which such offers or
sales are unlawful. No action has been taken by the Sellers, the Joint
Bookrunners or any of their affiliates to permit a public offering of the
shares or possession or distribution of this announcement 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 any
such restrictions.

 

The securities referred to herein have not been, and will not be, registered
under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"),
or under the securities laws of any state of the United States, and may not be
offered or sold, directly or indirectly, in the United States except pursuant
to an available exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and the securities laws
of any state or other jurisdiction of the United States. There will be no
public offer of securities in the United States or elsewhere.

 

In member states of the European Economic Area (the "EEA"), this announcement
and any offer if made subsequently is directed exclusively at persons who are
"qualified investors" within the meaning of article 2(e) of the Prospectus
Regulation (Regulation (EU) 2017/1129) ("Qualified Investors").

 

In the United Kingdom, this announcement and any offer if made subsequently is
directed exclusively at persons who are "qualified investors" as defined in
paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading
Regulations 2024, and: (i) who have professional experience in matters
relating to investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order") or (ii) who fall within Article 49(2)(a) to (d) of the Order, or
(iii) to whom it may otherwise lawfully be communicated (all such persons
together with Qualified Investors in the EEA being referred to herein as
"Relevant Persons"). This document is directed only at Relevant Persons and
must not be acted on or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which this document relates is available
only to Relevant Persons and will be engaged in only with Relevant Persons.

 

This document includes statements that are, or may be deemed to be,
forward-looking statements. These forward-looking statements may be identified
by the use of forward-looking terminology, including the terms "intends",
"expects", "will", or "may", or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. No assurances
can be given that the forward-looking statements in this document will be
realised. As a result, no undue reliance should be placed on these
forward-looking statements as a prediction of actual results or otherwise.

 

In connection with the Placement, the Joint Bookrunners and any of their
respective affiliates may take up a portion of the shares in the Placement as
a principal position and in that capacity may retain, purchase, sell, offer to
sell for their own accounts such shares and other securities of the Company or
related investments in connection with the Placement or otherwise.
Accordingly, references in this announcement to the shares being sold,
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 Joint Bookrunners and any of their respective affiliates
acting in such capacity. In addition, the Joint Bookrunners and any of their
respective affiliates may have entered or may enter into financing
arrangements (including swaps or contracts for differences) with investors in
connection with which the Joint Bookrunners and any of their respective
affiliates may from time to time acquire, hold or dispose of shares in the
Company. The Joint Bookrunners 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.

 

Any communications that a transaction is or that the book is "covered" (i.e.
indicated demand from investors in the book equals or exceeds the amount of
the securities being offered) are not any indications or assurances that the
book will remain covered or that the transaction and securities will be fully
distributed by the Joint Bookrunners. The Joint Bookrunners reserve their
right to take up a portion of the securities in the offering as a principal
position at any stage at their sole discretion, inter alia, to take account of
the objectives of the Sellers, MiFID II requirements and in accordance with
allocation policies.

 

Neither of the Joint Bookrunners or any of their affiliates or their or their
affiliates' directors, officers, employees, advisers or agents, accepts any
responsibility or liability whatsoever for or makes any representation or
warranty, express or implied, as to the truth, accuracy or completeness of the
information in this announcement (or whether any information has been omitted
from the announcement) whether written, oral or in a visual or electronic
form, and howsoever transmitted or made available or for any loss howsoever
arising from any use of this announcement or its contents or otherwise arising
in connection therewith. No prospectus or offering document has been or will
be prepared in connection with this secondary offering. Any investment
decision to buy securities in the secondary offering must be made solely on
the basis of publicly available information. Such information is not the
responsibility of, and has not been independently verified by, any of the
Sellers, the Joint Bookrunners or any of their respective affiliates.

 

The Joint Bookrunners are acting on behalf of the Sellers and no one else in
connection with the Placement and will not be responsible to any other person
for providing the protections afforded to any of its clients or for providing
advice in relation to the Placement.

 

Each of Morgan Stanley and J.P. Morgan are authorised by the Prudential
Regulatory Authority ("PRA") and regulated by the Financial Conduct Authority
and the PRA, are acting on behalf of the Sellers only in connection with the
Placement and no one else, and will not be responsible to anyone other than
the Sellers for providing the protections offered to clients of Morgan Stanley
and J.P. Morgan, nor for providing advice in relation to the Ordinary Shares
or the Placement.

 

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