27th Feb 2026 07:00
27 February 2026
Not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or in any other jurisdiction in which the release, publication or distribution would be unlawful or require registration.
This announcement does not constitute an offer to sell or the solicitation of an offer to purchase the securities described herein, 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.
Neither this communication nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire shares pursuant to the Placement (as defined below) will be made, and any investor should make its investment decision solely on the basis of, publicly available information.
PRESS RELEASE
Results of secondary placing of ordinary shares in Wizz Air Holdings Plc by investment funds managed by Indigo Partners LLC
Further to the announcement released on 26 February 2026 by Indigo Partners LLC ("Indigo Partners"), Indigo Partners announces that Indigo Hungary LP and Indigo Maple Hill, L.P. (the "Sellers"), being investment funds managed by it, have sold in aggregate 10,000,000 ordinary shares in Wizz Air Holdings plc (the "Company" or "Wizz Air"), by way of an accelerated bookbuild process to institutional investors (the "Placement") at a price of 1,250 pence per share, raising gross proceeds of approximately £125 million.
Following completion of the Placement, the Sellers will hold 14,684,895 ordinary shares in the Company, representing approximately 14.2% of the issued ordinary share capital and voting rights in the Company. The Sellers also hold, and will continue to hold, convertible shares and convertible notes in the Company as detailed in Wizz Air's 2025 Annual Report and Accounts and subsequent relevant regulatory filings.
The Placement was driven by certain investors in the funds managed by Indigo Partners seeking to realise their investment following an extended holding period.
The Sellers have engaged Morgan Stanley & Co. International plc ("Morgan Stanley") and J.P. Morgan Securities plc ("J.P. Morgan") as bookrunners (the "Joint Bookrunners") in connection with the Placement. In the context of the Placing, subject to customary exceptions, the Indigo Partners will not make additional sales of ordinary shares in Wizz Air for 90 days without the consent of the Joint Bookrunners. In addition, the Indigo Partners 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 Partners.
The proceeds of the Placement are payable in cash. Settlement of the Placement is expected to occur on or around 3 March 2026, subject to customary closing conditions.
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" and the Wizz Air 2025 Annual Report and Accounts for further information.
No shares are being sold or issued by the Company and the Company will not receive any proceeds from the Placement.
Important notices
This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia, the "United States"), Australia, Canada, Japan or South Africa or any other jurisdiction in which the distribution or announcement would be unlawful. The distribution of this announcement and the offer and sale of the shares in certain jurisdictions may be restricted by law and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The shares are not being offered to the public in any jurisdiction and may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction. This announcement is not a prospectus and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States, Canada, South Africa, Australia or Japan or any other jurisdiction in which such offers or sales are unlawful. No action has been taken by the Sellers, the Joint Bookrunners or any of their affiliates to permit a public offering of the shares or possession or distribution of this announcement 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 any such restrictions.
The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or under the securities laws of any state of the United States, and may not be offered or sold, directly or indirectly, in the United States except pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and the securities laws of any state or other jurisdiction of the United States. There will be no public offer of securities in the United States or elsewhere.
In member states of the European Economic Area (the "EEA"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) ("Qualified Investors").
In the United Kingdom, this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024, and: (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(a) to (d) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons together with Qualified Investors in the EEA being referred to herein as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. No assurances can be given that the forward-looking statements in this document will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.
In connection with the Placement, the Joint Bookrunners and any of their respective affiliates may take up a portion of the shares in the Placement as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placement or otherwise. Accordingly, references in this announcement to the shares being sold, 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 in such capacity. In addition, the Joint Bookrunners and any of their respective affiliates may have entered or may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Joint Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of shares in the Company. 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.
Any communications that a transaction is or that the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) are not any indications or assurances that the book will remain covered or that the transaction and securities will be fully distributed by the Joint Bookrunners. The Joint Bookrunners reserve their right to take up a portion of the securities in the offering as a principal position at any stage at their sole discretion, inter alia, to take account of the objectives of the Sellers, MiFID II requirements and in accordance with allocation policies.
Neither of the Joint Bookrunners or any of their affiliates or their or their affiliates' directors, officers, employees, advisers or agents, accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. No prospectus or offering document has been or will be prepared in connection with this secondary offering. Any investment decision to buy securities in the secondary offering must be made solely on the basis of publicly available information. Such information is not the responsibility of, and has not been independently verified by, any of the Sellers, the Joint Bookrunners or any of their respective affiliates.
The Joint Bookrunners are acting on behalf of the Sellers and no one else in connection with the Placement and will not be responsible to any other person for providing the protections afforded to any of its clients or for providing advice in relation to the Placement.
Each of Morgan Stanley and J.P. Morgan are authorised by the Prudential Regulatory Authority ("PRA") and regulated by the Financial Conduct Authority and the PRA, are acting on behalf of the Sellers only in connection with the Placement and no one else, and will not be responsible to anyone other than the Sellers for providing the protections offered to clients of Morgan Stanley and J.P. Morgan, nor for providing advice in relation to the Ordinary Shares or the Placement.
Related Shares:
Wizz Air