REG - Wizz Air Holdings - Wizz Air VCP and Omnibus Plan awards amendment
27/10/2023 14:00
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RNS Number : 5909R Wizz Air Holdings PLC 27 October 2023
Wizz Air Holdings Plc
Wizz Air VCP and Omnibus Plan awards amendment
Geneva, 27 October 2023 - Wizz Air Holdings Plc ("Wizz Air" or the "Company"),
the fastest-growing European airline, announces the amendment of the vesting
date for the awards granted to date under Value Creation Plan ("VCP") and the
Omnibus Share Plan ("Omnibus Plan") to a number of persons discharging
management responsibilities ("PDMRs").
VCP
On 2 August 2023, following approval by the Company's remuneration committee
and shareholders, Wizz Air amended the vesting date of the VCP award granted
on 6 August 2021 ("VCP Award") from 40% vesting on 6 August 2026, 20% on 6
August in each of 2027, 2028 and 2029 to 40% vesting on 6 August 2028, 20% on
6 August in each of 2029, 2030 and 2031. The number of ordinary shares
originally granted on 6 August 2021 remains unchanged: 837,943 ordinary shares
in the capital of Wizz Air of £0.0001 par value (identification code
JE00BN574F90).
The following PDMR was affected by the amendment of the VCP Award:
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name József Váradi
2. Reason for the notification
a) Position / status Chief Executive Officer
b) Initial notification / amendment Amendment
3. Details of the issuer
a) Name Wizz Air Holdings Plc
b) Legal entity identifier 213800COXGZCORLJZA85
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of £0.0001 each
Identification code JE00BN574F90
b) Nature of the transaction Grant of Performance Options
c) Currency British Pounds
d) Price(s) and volume(s) Price(s) Volume(s)
NIL 837,943
e) Aggregated information
· Aggregated volume 837,943
· Price NIL
f) Date of the transaction 6 August 2021
g) Date of the amendment 2 August 2023
h) Place of the transaction N/A
In relation to VCP Award, the award will be subject to the following
performance conditions:
a) 90% of the VCP Award will vest subject to the Company's share price
reaching £119.34 (the "Share Price Target") at the end of the Performance
Period 1 (#_ftn1) . The threshold for the VCP Award to vest is a Company
share price of £77.24, under which 0% of the VCP Award vests with straight
line vesting in between these two points. If prior to the end of the
Performance Period, the Share Price Target is met or exceeded over any two
consecutive quarters, based on the VWAP over that period, then, subject to the
VCP rules, 90% of the VCP Award will vest in full on the normal vesting
date.
b) 10% of the VCP Award is linked to environmental, social and governance
("ESG") criteria and will vest at end of the ESG Performance Period 2
(#_ftn2) based on achievement of ESG targets, (5% based on CO2 emissions
reduction goals; and 5% based on gender diversity target). ESG criteria are
independent of share price growth criteria.
If exercised, then the underlying shares of the vested options will be issued
at nil cost to the option holders. No amounts have been paid by the relevant
PDMRs for the grant of these options.
SLGP
On 21 September 2023, following approval by the Company's remuneration
committee, Wizz Air amended the vesting date of Senior Leadership Growth Plan
awards under the Omnibus Plan ("SLGP Awards"):
· granted on 6 August 2021 from 40% vesting on 6 August 2026, 20% on 6
August in each of 2027, 2028 and 2029 to 40% vesting on 6 August 2028, 20% on
6 August in each of 2029, 2030 and 2031.
· granted on 14 November 2022 from 40% vesting on 30 September 2027,
20% on 30 September in each of 2028, 2029 and 2030 to 40% vesting on 6 August
2028, 20% on 6 August in each of 2029, 2030 and 2031.
The Company amended the SLGP Awards so that the terms set out in the Omnibus
Plan rules as amended by Shareholders now apply to the SLGP Awards. The number
of ordinary shares originally granted on 6 August 2021 remains unchanged:
356,386 ordinary shares in the capital of Wizz Air of £0.0001 par value
(identification code JE00BN574F90). The number of ordinary shares originally
granted on 14 November 2022 remains unchanged: 28,510 ordinary shares in the
capital of Wizz Air of £0.0001 par value (identification code JE00BN574F90).
The following PDMRs were affected by the amendment of the SLGP Awards:
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Robert Carey
2. Reason for the notification
a) Position / status President
b) Initial notification / amendment Amendment
3. Details of the issuer
a) Name Wizz Air Holdings Plc
b) Legal entity identifier 213800COXGZCORLJZA85
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of £0.0001 each
Identification code JE00BN574F90
b) Nature of the transaction Grant of Performance Options
c) Currency British Pounds
d) Price(s) and volume(s) Price(s) Volume(s)
NIL 42,766
e) Aggregated information
· Aggregated volume 42,766
· Price NIL
f) Date of the transaction 6 August 2021
g) Date of the amendment 21 September 2023
h) Place of the transaction N/A
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Michael Delehant
2. Reason for the notification
a) Position / status Executive Vice President & Group Chief Operations Officer
b) Initial notification / amendment Amendment
3. Details of the issuer
a) Name Wizz Air Holdings Plc
b) Legal entity identifier 213800COXGZCORLJZA85
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of £0.0001 each
Identification code JE00BN574F90
b) Nature of the transaction Grant of Performance Options
c) Currency British Pounds
d) Price(s) and volume(s) Price(s) Volume(s)
NIL 42,766
e) Aggregated information
· Aggregated volume 42,766
· Price NIL
f) Date of the transaction 6 August 2021
g) Date of the amendment 21 September 2023
h) Place of the transaction N/A
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Marion Geoffroy
2. Reason for the notification
a) Position / status Managing Director Wizz Air UK
b) Initial notification / amendment Amendment
3. Details of the issuer
a) Name Wizz Air Holdings Plc
b) Legal entity identifier 213800COXGZCORLJZA85
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of £0.0001 each
Identification code JE00BN574F90
b) Nature of the transaction Grant of Performance Options
c) Currency British Pounds
d) Price(s) and volume(s) Price(s) Volume(s)
NIL 28,511
e) Aggregated information
· Aggregated volume 28,511
· Price NIL
f) Date of the transaction 6 August 2021
g) Date of the amendment 21 September 2023
h) Place of the transaction N/A
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Johan Eidhagen
2. Reason for the notification
a) Position / status Managing Director Wizz Air Abu Dhabi
b) Initial notification / amendment Amendment
3. Details of the issuer
a) Name Wizz Air Holdings Plc
b) Legal entity identifier 213800COXGZCORLJZA85
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of £0.0001 each
Identification code JE00BN574F90
b) Nature of the transaction Grant of Performance Options
c) Currency British Pounds
d) Price(s) and volume(s) Price(s) Volume(s)
NIL 28,511
e) Aggregated information
· Aggregated volume 28,511
· Price NIL
f) Date of the transaction 6 August 2021
g) Date of the amendment 21 September 2023
h) Place of the transaction N/A
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Joel Goldberg
2. Reason for the notification
a) Position / status Chief Digital Officer
b) Initial notification / amendment Amendment
3. Details of the issuer
a) Name Wizz Air Holdings Plc
b) Legal entity identifier 213800COXGZCORLJZA85
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of £0.0001 each
Identification code JE00BN574F90
b) Nature of the transaction Grant of Performance Options
c) Currency British Pounds
d) Price(s) and volume(s) Price(s) Volume(s)
NIL 28,511
e) Aggregated information
· Aggregated volume 28,511
· Price NIL
f) Date of the transaction 6 August 2021
g) Date of the amendment 21 September 2023
h) Place of the transaction N/A
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Owain Jones
2. Reason for the notification
a) Position / status Executive Vice President & Group Chief Corporate Affairs Officer
b) Initial notification / amendment Amendment
3. Details of the issuer
a) Name Wizz Air Holdings Plc
b) Legal entity identifier 213800COXGZCORLJZA85
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of £0.0001 each
Identification code JE00BN574F90
b) Nature of the transaction Grant of Performance Options
c) Currency British Pounds
d) Price(s) and volume(s) Price(s) Volume(s)
NIL 28,511
e) Aggregated information
· Aggregated volume 28,511
· Price NIL
f) Date of the transaction 6 August 2021
g) Date of the amendment 21 September 2023
h) Place of the transaction N/A
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Zsuzsanna Poós
2. Reason for the notification
a) Position / status Chief Customer and Marketing Officer
b) Initial notification / amendment Amendment
3. Details of the issuer
a) Name Wizz Air Holdings Plc
b) Legal entity identifier 213800COXGZCORLJZA85
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of £0.0001 each
Identification code JE00BN574F90
b) Nature of the transaction Grant of Performance Options
c) Currency British Pounds
d) Price(s) and volume(s) Price(s) Volume(s)
NIL 28,511
e) Aggregated information
· Aggregated volume 28,511
· Price NIL
f) Date of the transaction 6 August 2021
g) Date of the amendment 21 September 2023
h) Place of the transaction N/A
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Ian Ogden Malin
2. Reason for the notification
a) Position / status Executive Vice President & Group Chief Financial Officer
b) Initial notification / amendment Amendment
3. Details of the issuer
a) Name Wizz Air Holdings Plc
b) Legal entity identifier 213800COXGZCORLJZA85
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of £0.0001 each
Identification code JE00BN574F90
b) Nature of the transaction Grant of Performance Options
c) Currency British Pounds
d) Price(s) and volume(s) Price(s) Volume(s)
NIL 28,510
e) Aggregated information
· Aggregated volume 28,510
· Price NIL
f) Date of the transaction 14 November 2022
g) Date of the amendment 21 September 2023
h) Place of the transaction N/A
The SLGP Awards, which are one-off awards, will be subject to the following
performance conditions:
100% of an SLGP Award will vest if the Company's share price is £119.34 (the
"Share Price Target") at the end of the Performance Period 3 (#_ftn3) . The
threshold for an SLGP Award to vest is a Company share price of £77.24, under
which 0% of the SLGP Award vests with straight line vesting in between these
two points. If prior to the end of the Performance Period, the Share Price
Target is met or exceeded over any two consecutive quarters, based on the VWAP
over that period, then, subject to the Omnibus Plan rules, the award will vest
in full on the normal vesting date.
If exercised, then the underlying shares of the vested options will be issued
at nil cost to the option holders. No amounts have been paid by the relevant
PDMRs for the grant of these options.
ABOUT WIZZ AIR
Wizz Air, the fastest growing European ultra-low-cost airline, operates a
fleet of 187 Airbus A320 and A321 aircraft. A team of dedicated aviation
professionals delivers superior service and very low fares, making Wizz Air
the preferred choice of 51.1 million passengers in the financial year F23
ending 31 March 2023. Wizz Air is listed on the London Stock Exchange under
the ticker WIZZ. The company was recently named one of the world's top ten
safest airlines by airlineratings.com (http://airlineratings.com/) , the
world's only safety and product rating agency, and named Airline of the Year
by Air Transport Awards in 2019 and in 2023. Wizz Air has also been recognised
as the "Most Sustainable Low-Cost Airline" within the World Finance
Sustainability Awards in 2021-2023 and the "Global Environmental
Sustainability Airline Group of the Year" by the CAPA-Centre for Aviation
Awards for Excellence 2022.
- Ends -
For more information:
Investors: Zlatko Custovic, Wizz Air +36 1 777 9407
Media: Tamara Vallois, Wizz Air +36 1 777 9324
James McFarlane / Eleni Menikou / Charles Hirst, MHP Group: +44 (0) 20 3128 8100
-End-
1 (#_ftnref1) "Performance Period" means the seven consecutive financial
years of which the first is the financial year ending 31 March 2022.
2 (#_ftnref2) "ESG Performance Period" means the five consecutive years of
which the first is the financial year in which the grant date falls;
3 (#_ftnref3) "Performance Period" means the seven consecutive financial
years of which the first is the financial year ending 31 March 2022.
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