The boards announced agreed terms on 6 August 2026. Under the Rule 2.7 announcement, easyJet shareholders are entitled to £7.15 in cash for each share, valuing the airline’s entire issued and to be issued share capital at approximately £5.7 billion. That announcement also named Macfarlanes LLP as legal adviser to Sir Stelios Haji-Ioannou and easyGroup Ltd. The Haji-Ioannou Family Concert Party gave irrevocable undertakings to vote in favour and to elect for the Alternative Offer, a rollover into unlisted shares, in respect of 116,061,871 easyJet shares. The easyJet directors unanimously recommend that shareholders vote in favour of the scheme but make no recommendation on the Alternative Offer.
The deal is being implemented by a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. The Court Meeting and General Meeting will be held at Clifford Chance’s offices at 10 Upper Bank Street, London, at 10.00 a.m. and 10.15 a.m. on 11 November 2026. At the Court Meeting the scheme needs a majority in number of the scheme shareholders voting, representing 75 per cent or more in value of the shares voted, the test set by section 899(1) of the Companies Act 2006. The General Meeting resolution needs at least 75 per cent of the votes cast. Once sanctioned, a scheme binds all members of the relevant class, and the court’s order takes effect only when a copy is delivered to the registrar (section 899(3) and (4)).
The other conditions include, where required, consents from the UK Civil Aviation Authority, Switzerland’s Federal Office of Civil Aviation and the Austrian authorities in relation to easyJet’s aviation licences; merger control clearances in Austria, Egypt, Germany and the UK, where the CMA condition can be met through the briefing paper process; and foreign direct investment approvals in Austria, France, Italy, Malta and Spain. The sanction hearing is expected before the end of the first calendar quarter of 2027.