Wizz Air Regulatory News (WIZZ)

Press release, 3 February 2020

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 END OF THIS ANNOUNCEMENT.

Proposed Placing of up to £500 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 £500 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 20.6% 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 2019 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.

As the Indigo Shareholders are Non-Qualifying Nationals for the purposes of the EU ownership and control rules, the Placing will, at a minimum, maintain WIZZ's current level of EEA qualifying ownership, but more likely increase Qualifying National ownership, subject to the allocation of the Placing Shares. Applications for shares in the Placing by Qualifying Nationals will be strongly prioritised in the allocation process.

The Indigo Shareholders have engaged Barclays Bank PLC, Citigroup Global Markets Limited, J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove, and Morgan Stanley & Co. International plc as bookrunners (the "Joint Bookrunners") 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 Joint Bookrunners. 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

Chris Madderson

Citigroup Global Markets Limited +44 (0) 20 7986 2175

Ken Robins

Naveen Mittel

J.P. Morgan Cazenove +44 (0) 20 7742 4000

Manuel Esteve

Luke Butterworth

Edward Digby

Morgan Stanley & Co. International plc +44 (0) 20 7425 8000

Martin Thorneycroft

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 the United Kingdom and in any member state of the European Economic Area, 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, Qualified Investors who (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 (all such persons referred to in (1) and (2) together being referred to as "relevant persons"). The information regarding the Placing set out in this announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant 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 Joint Bookrunners, 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 Joint Bookrunners 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 Joint Bookrunners and any of their respective affiliates acting as investors for their own accounts. 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.

The Joint Bookrunners, each of which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority, 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 Joint Bookrunners 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.