EasyJet plc (EZJ) has announced that shareholders voted decisively in favour of the recommended cash acquisition by Eagle Bidco Ltd, a vehicle indirectly owned by funds managed by affiliates of Apollo Capital Management, at both the Court Meeting and General Meeting held on 11 November 2026. The votes satisfy two key conditions of the scheme of arrangement under Part 26 of the Companies Act 2006. The scheme is now expected to become effective before the end of the first calendar quarter of 2027, subject to Court sanction and certain remaining conditions. Investors will be watching for further regulatory announcements confirming the final timetable.

Key Points

  • EasyJet plc (EZJ) — UK-listed low-cost airline subject to a recommended cash acquisition by Eagle Bidco Ltd (Apollo)
  • Shareholders approved the scheme at both the Court Meeting (97.07% of shares voted in favour) and the General Meeting (96.67% of votes cast in favour)
  • The scheme is expected to become effective before the end of Q1 2027; the Long-Stop Date is 11:59 p.m. on 6 August 2027
  • Investors should monitor further regulatory announcements regarding the Court Sanction Hearing date and the Election Return Time

Shareholders Approve Apollo Scheme at Court Meeting with 97.07% of Scheme Shares Voted in Favour

At the Court Meeting held on 11 November 2026, 3,289 scheme shareholders representing 287,233,404 scheme shares — equivalent to 97.07% of scheme shares voted — cast their ballots in favour of the arrangement. Those voting against accounted for 8,656,206 shares, or 2.93% of scheme shares voted. Total scheme shares voted represented 39.03% of the issued ordinary share capital eligible to be voted at the Court Meeting. The announcement states that these results satisfy Condition 2(a) of the scheme, one of the requisite shareholder approvals needed to progress the acquisition toward Court sanction.

General Meeting Resolution Passes with 96.67% Support Despite EU Ownership Voting Restrictions

At the General Meeting, also held on 11 November 2026, the resolution to give effect to the scheme — including amendment of easyJet's articles of association — received 247,835,560 votes in favour (96.67%) against 8,528,763 votes opposed (3.33%), with 387,424 votes withheld. The company notes that, to comply with European ownership and control requirements, voting rights were suspended in respect of 233,921,894 shares held by non-EU persons. At the time of the General Meeting, EU persons held 35.07% of easyJet shares. The total shares in issue at the Voting Record Time of 6:30 p.m. on 9 November 2026 were 758,010,025.

Scheme Timetable Points to Q1 2027 Completion with Court Sanction Hearing Still to Be Scheduled

With Conditions 2(a) and 2(b) now satisfied, the scheme remains subject to further conditions, most notably sanction by the Court. The Sanction Hearing is expected to be scheduled before the end of the first calendar quarter of 2027. Following the Effective Date, the last day of dealings in easyJet shares will be one business day after the Court sanctions the scheme, with the cancellation of easyJet's listing on the Official List and trading on the London Stock Exchange expected by 8:00 a.m. three business days after sanction. Cash consideration and any rollover shares under the Alternative Offer are expected to be issued within 14 calendar days of the Effective Date.

Apollo Governance Clarification Addresses Topco Deadlock Resolution Process

Bidco used the announcement to clarify a point regarding Topco governance rights summarised in the Scheme Document. The announcement states that in the event of an equality of votes for and against a proposal at the Topco Board level, the matter shall be referred to holders of A Ordinary Shares and B Ordinary Shares, who may approve the proposal by an affirmative vote of more than 50% of such shares then in issue. This clarification relates to the internal governance structure of the acquiring entity and does not alter the terms of the cash acquisition as presented to easyJet shareholders.