Disenfranchisement of Ordinary Shares

RNS Number : 9044J

Wizz Air Holdings PLC

29 December 2020

 

Disenfranchisement of Ordinary Shares

Geneva, 29 December 2020: Wizz Air Holdings Plc (the "Company") announces its decision to treat as Restricted Shares certain Ordinary Shares held by Non-Qualifying Nationals and to issue to such shareholders Restricted Share Notices on the basis set out below (the "Disenfranchisement"). This is because from 1 January 2021 UK nationals will no longer be treated as Qualifying Nationals with regards to ongoing European airline ownership requirements, notwithstanding the UK-EU Trade and Cooperation Agreement.

European ownership and control requirements

Wizz Air Hungary Ltd., a wholly-owned subsidiary of the Company, is the holder of an operating licence issued by the Hungarian Civil Aviation Authority (the "Operating Licence") which it requires to operate flights within the EU. In order to retain the Operating Licence, Wizz Air Hungary Ltd. must be directly or indirectly majority owned and effectively controlled by Qualifying Nationals (the "Ownership and Control Requirement"). While the UK was a Member State of the EU, UK nationals were (and in the post-Brexit transition period are still treated as) Qualifying Nationals.

Notwithstanding the UK-EU Trade and Cooperation Agreement announced on 24 December 2020 , from 1 January 2021 UK nationals will no longer be treated as Qualifying Nationals . As a result and without any action, from that date, the Company will be approximately 80% owned by Non-Qualifying Nationals.

Disenfranchisement

Therefore, the Board has resolved to exercise its power under the Articles to serve Restricted Share Notices on Non-Qualifying National shareholders specifying that, from 1 January 2021, in respect of their Restricted Shares they can not attend or speak or vote at any general meetings of the Company. The rights to attend (whether in person or by proxy), to speak and to demand and vote on a poll in respect of the Restricted Shares, shall vest in the chairman of such meeting, who will be a director who is a Qualifying National. Each such director will give an irrevocable undertaking not to vote any such Restricted Shares.

The Board has determined, pursuant to the Articles, that the fairest and most appropriate method to implement the Disenfranchisement is for the same proportion of each Non-Qualifying National's (including each UK national's) shareholding to be designated as Restricted Shares.

The Company will send Restricted Share Notices to affected shareholders today, with an effective date of 1 January 2021. The Board expects to serve Restricted Share Notices in respect of approximately 60% of the Ordinary Shares.

In accordance with the Articles, notice of the Board's resolution will be published in The Times shortly after the date of this announcement.

Objection to issuance of Restricted Share Notices

Restricted Share Notices will also contain details on how shareholders can make representations to the Company if they believe that their Ordinary Shares should not be treated as Restricted Shares. The Company has the power to withdraw individual Restricted Share Notices.

UK-EU Trade and Cooperation Agreement

In order to continue to operate air services between the EU and the UK from 1 January 2021, Wizz Air Hungary Ltd. must meet the requirements for an EU air carrier set out in the UK-EU Trade and Cooperation Agreement. These include a requirement very similar to the Ownership and Control Requirement. The Disenfranchisement will also assist Wizz Air Hungary Ltd. to satisfy this requirement. Wizz Air UK Limited already meets the equivalent requirements for UK air carriers and these will not be affected by the Disenfranchisement.

Defined terms

Capitalised terms used in this announcement shall have the same meaning as in the Company's Articles of Association.

The definitions of Intervening Act, Qualifying National and Non-Qualifying National are repeated below:

· an "Intervening Act" means the refusal, withholding, suspension or revocation of any licence enabling air operations applied for, granted to or enjoyed by a member of the Company's group, or the imposition of any conditions or limitations upon any such licence which materially inhibit the exercise thereof;

· 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 Regulation (EC) No. 1008/2008 of the European Commission, 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 above.

ABOUT WIZZ AIR

Wizz Air, the fastest growing and greenest European low-cost airline, operates a fleet of 134 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 40 million passengers in the financial year F20 ending 31 March 2020. 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, the world's only safety and product rating agency, and 2020 Airline of the Year by ATW, the most coveted honour an airline or individual can receive, recognising individuals and organisations that have distinguished themselves through outstanding performance, innovation, and superior service.

- ENDS -

For more information:
Investors:	Evelin Horvath, Wizz Air	[phone]
Media:	Sanja Pavel, Wizz Air: Edward Bridges / Jonathan Neilan, FTI Consulting LLP:	[phone] [phone]

 

END

 

 

UPDFLFEAFFLTFII