Issue of Restricted Share Notices

RNS Number : 2165L

Wizz Air Holdings PLC

17 April 2018

 

17 April 2018

Wizz Air Holdings Plc

Issue of Restricted Share Notices

As at 17 April 2018 the share register of Wizz Air Holdings Plc (the "Company") shows that the ownership of the Company's ordinary shares of £0.0001 each ("Ordinary Shares") by Non-Qualifying Nationals is 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 after 11:59 p.m. (BST) on 17 April 2018 will immediately 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 19 April 2018, 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 94 Airbus A320 and Airbus A321 aircraft, and offers more than 600 routes from 28 bases, connecting 141 destinations across 44 countries. At Wizz Air, a team of more than 3,500 aviation professionals delivers superior service and very low ticket prices making Wizz Air the preferred choice of 23.8 million passengers in the financial year ended 31 March 2017. 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 2017 - European Airline of the Year by Aviation 100, a renown annual publication that recognizes the year's most outstanding performers in the aerospace industry.

For more information:
Investors:	Balint Veres, Wizz Air:	[phone]
Media:	Sorina Ratz, Wizz Air:	[phone]
	Edward Bridges / Jonathan Neilan, FTI Consulting LLP:	[phone]

 

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