TIDM96ES TIDMWIZZ
RNS Number : 3169S
Barclays Bank PLC
15 March 2021
Press release, 15 March 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN
THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER
JURISDICTION.
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 OF THIS ANNOUNCEMENT.
Proposed Placing of up to GBP400 million of ordinary shares in
Wizz Air Holdings Plc by investment funds managed by Indigo
Partners LLC
Indigo Partners LLC ("Indigo Partners") today announces that
investment funds managed by it intend to sell, through Indigo
Hungary LP and Indigo Maple Hill, L.P. (the "Indigo Shareholders"),
up to GBP400 million of ordinary shares ("Placing Shares") in Wizz
Air Holdings Plc ("WIZZ" or the "Company", ticker "WIZZ"). The
Placing Shares will be offered by way of an accelerated bookbuild
offering (the "Bookbuild") to institutional investors only (the
"Placing").
The Bookbuild will commence immediately following the
publication of this announcement and may be closed at short notice.
A further announcement will be made following completion of the
Bookbuild, which will contain the number of Placing Shares and the
gross proceeds from the Placing. Indigo Partners and the Indigo
Shareholders reserve the right, at their discretion, to determine
and vary the number of Placing Shares sold in the Placing, or sell
no Placing Shares at all.
As of today, the Indigo Shareholders own 15,000,000 ordinary
shares in WIZZ, representing 17.5% of the issued ordinary share
capital and voting rights in the Company. The Indigo Shareholders
also hold convertible shares and convertible notes in WIZZ as
detailed in WIZZ's 2020 Annual Report and Accounts and subsequent
regulatory filings. The number of ordinary shares the Indigo
Shareholders will hold after the Placing will be announced
following completion of the Bookbuild.
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" for further
information.
The Indigo Shareholders have engaged Barclays Bank PLC as global
coordinator ("Sole Global Coordinator") and Goodbody Stockbrokers
as co-bookrunner (the "Co-Bookrunner", together with the Sole
Global Coordinator, the "Banks") in connection with the Placing.
Subject to customary exceptions, the Indigo Shareholders will not
make additional sales of shares for 90 days without the consent of
the Sole Global Coordinator. In addition, the Indigo Shareholders
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 Shareholders.
The Company will not receive any proceeds from the Placing.
Enquiries
Barclays Bank PLC +44 (0) 20 7623 2323
Ben Newmark
Goodbody Stockbrokers +353 1 667 0400
David Kearney
Important Notice:
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 EEA, persons who are qualified investors as defined in
Article 2(e) of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") ("Qualified Investors");
and (2) in the United Kingdom, to persons who are "qualified
investors" within the meaning of Article 2 of Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 who also (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 ("relevant persons"). The information regarding the Placing
set out in this announcement must not be acted on or relied on by
persons in member states of the EEA who are not Qualified Investors
or by persons in the United Kingdom who are not relevant persons.
Any investment or investment activity to which this announcement
relates is available only in member states of the EEA, to Qualified
Investors, and in the United Kingdom, to relevant persons and will
be engaged in only with such 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 Banks, 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 Banks 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 Banks and any
of their respective affiliates acting as investors for their own
accounts. The Banks 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.
Barclays is authorised by the Prudential Regulation Authority
and regulated in the United Kingdom by the Financial Conduct
Authority. Goodbody is authorised and regulated by the Central Bank
of Ireland, and is also subject to regulation by the Financial
Conduct Authority. Each of Barclays and Goodbody 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 Banks 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.
Capitalised terms that are not defined in this announcement have
the meaning given to them in the RNS announcement by the Company on
29 December 2020 entitled "Disenfranchisement of Ordinary
Shares".
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END
IOEQELFFFXLZBBB
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March 15, 2021 12:44 ET (16:44 GMT)
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