easyJet Takeover: What the Apollo Vote Means and When Shareholders Get Paid

The vote does not complete the deal. The scheme still needs the sanction of the High Court, merger control and foreign investment clearances in several countries, and comfort from the aviation regulators that license easyJet's airlines. easyJet says the scheme is expected to become effective before the end of the first quarter of 2027, with a long-stop date of 6 August 2027. Shareholders who take cash will be paid within 14 days of the effective date, and the shares will leave the London Stock Exchange shortly after.

What easyJet shareholders approved on 11 November

Shareholders approved the scheme of arrangement under Part 26 of the Companies Act 2006 that transfers every easyJet share to Eagle Bidco. Two separate votes were needed, because a scheme needs both the approval of a meeting summoned by the court and a special resolution of the company to amend its articles and give effect to the scheme. The Court Meeting started at 10.00 a.m. and the General Meeting at 10.15 a.m., both at the offices of Clifford Chance in Canary Wharf, as set out in the scheme document announcement of 15 October 2026.

Meeting	For	Against	Threshold
Court Meeting: holders by number	289 (83.29%)	58 (16.71%)	A majority in number of those voting
Court Meeting: shares by value	287,233,404 (97.07%)	8,656,206 (2.93%)	75% or more in value of shares voted
General Meeting: special resolution	247,835,560 (96.67%)	8,528,763 (3.33%)	At least 75% of votes cast

Two details matter. First, the "83.29 per cent" figure widely reported on Wednesday is the headcount test: by value, support was 97.07 per cent (13 holders split their votes and were counted on each side). Second, turnout at the Court Meeting was 295,889,610 shares, 39.03 per cent of the capital eligible to vote.

The result also shows the airline's ownership rules at work. To keep easyJet within European ownership and control requirements, the directors used their powers under the articles to suspend General Meeting votes on 233,921,894 shares held by non-EU persons. EU persons held 35.07 per cent of the shares at the time of the meeting, according to the Result of Meeting announcement.

How a UK scheme of arrangement works

A scheme of arrangement is a court-approved compromise between a company and its members that, once sanctioned, binds every shareholder, including those who voted against or did not vote at all. Under section 899 of the Companies Act 2006, the court may sanction the arrangement if "a majority in number representing 75% in value" of the members present and voting at the court-ordered meeting agree to it. The sanctioned scheme binds the members and the company, but the court's order has no effect until a copy is delivered to the Registrar of Companies.

That dual test is why the easyJet takeover result is reported in two ways. The headcount limb protects against a few large holders outvoting most individual investors; the value limb ensures a clear majority of the capital agrees. Both count only those who vote.

The process runs in four stages:

1. Convening hearing. The company applies to the court, which orders a meeting of the relevant class of shareholders under section 896.
2. Scheme document. Shareholders receive an explanatory statement with the terms and timetable.
3. Meetings. Shareholders vote, as on 11 November.
4. Sanction hearing. The court decides whether to sanction the scheme. easyJet urged holders to vote so that the court could be satisfied there was "a fair representation of opinion" at the Court Meeting.

A scheme differs from a contractual takeover offer, where a bidder needs acceptances and can only compel the remainder to sell at the statutory squeeze-out level. Our explainer on merger vs acquisition vs takeover compares the two routes and the other deal structures used in cross-border M&A, and our guide to share sales and asset sales covers how private buyers acquire companies by contract instead. The Takeover Code applies to both, and its Appendix 7 governs schemes: the Panel had to consent when the deadline for posting easyJet's scheme document was moved.

What still has to happen before the deal completes

The votes satisfied Conditions 2(a) and 2(b). The rest, set out in the Rule 2.7 announcement of 6 August 2026, are mostly regulatory.

Condition	What it requires
Aviation licences	Any approval or non-objection required from the UK Civil Aviation Authority, Austria's licensing authorities and the Swiss Federal Office of Civil Aviation, and no notice of an intention to suspend or revoke a licence
Merger control	Clearance in Austria, Egypt, Germany and the United Kingdom (the CMA condition can be met by a briefing paper and no further questions)
Foreign direct investment	Approvals including in Austria, France, Italy, Malta, Spain and the United Kingdom, where the National Security and Investment Act 2021 applies
Court sanction	An order of the High Court sanctioning the scheme, delivered to the Registrar of Companies
Long-stop date	The scheme must become effective by 11.59 p.m. on 6 August 2027, unless extended

The licences are those of easyJet UK Limited (CAA), easyJet Europe Airline GmbH (Austro Control) and easyJet Switzerland S.A. (FOCA), plus CAA route licences and air travel organisers' licences. In the UK, the National Security and Investment Act 2021 condition is met if the Secretary of State confirms no further action or makes a final order allowing the deal to proceed. Bidco has agreed to take all necessary steps to satisfy the merger control conditions, insofar as remedies relate solely to the easyJet Group. Our reports on the AkzoNobel Axalta merger clearance and the Fox Roku deal show how remedies and timetables play out.

easyJet takeover timeline: when shareholders get paid

Shareholders who take cash will receive £7.15 a share within 14 calendar days of the date the scheme becomes effective, and that date is expected before the end of March 2027. The timetable runs from the sanction hearing, "D", which cannot be fixed until the regulatory conditions are met.

Step	Date
Rule 2.7 firm offer announced	6 August 2026
Scheme document published	15 October 2026
Court Meeting and General Meeting	11 November 2026
Election deadline for the Alternative Offer	1.00 p.m. on a business day no earlier than 7 days before D
Sanction hearing (D)	Expected before the end of the first quarter of 2027
Last day of dealings in easyJet shares	D + 1 business day
Scheme effective; shares suspended	D + 2 business days
Delisting from the Official List and the LSE Main Market	By 8.00 a.m. on D + 3 business days
Cash paid by CREST credit, electronic payment or cheque	Within 14 calendar days of the effective date

The offer assumes no dividend is paid before completion, and if one is, Bidco may reduce the £7.15 by the same amount. The price is about 81 per cent above the £3.94 close on 28 May 2026, the unaffected date.

How the deal got here

easyJet came into play at the end of May 2026, when Castlelake's interest became public; 28 May 2026, the last business day before the offer period began, is the unaffected date. Castlelake's proposals culminated in a possible offer of £6.90 a share before Apollo's £7.15 proposal, which the board recommended on 6 August 2026. The offer values easyJet's fully diluted share capital at about £5.7 billion.

The scheme document was originally due within 28 days. On 25 August the parties moved the deadline to 15 October "to facilitate continuing constructive engagement with the relevant aviation regulators", with the Panel's consent. Coverage on Wednesday, including the Investing.com report carried by Yahoo Finance, described the vote as clearing a key hurdle, with court sanction and regulatory approvals still outstanding. Our account of whether the Warner Bros. Paramount merger went through shows how long that last stretch can be. Companies and investors working on UK public deals can find advisers through the Corporate, Commercial and M&A directory for the United Kingdom, and specialists in aviation law and competition and antitrust.

Who will own easyJet after the takeover

Apollo will not own easyJet outright. The deal is structured so that, after completion, the airline's new parent, Topco, will be held by three groups: shareholders who roll over into unlisted Topco shares (between 45.1 and 49.9 per cent), an EU Trust linked to a management incentive plan (up to 5 per cent) and the Apollo funds (the balance, up to 49.9 per cent).

The reason is ownership and control law. Under Article 4 of Regulation (EC) No 1008/2008, an EU airline only keeps its operating licence if Member States or their nationals own more than 50 per cent of it and effectively control it. Article 8 requires a licensed carrier to notify its licensing authority in advance of any intended merger or acquisition. The UK applies an assimilated version of the same regulation to easyJet UK Limited, and Swiss law applies to easyJet Switzerland, as the Rule 2.7 announcement explains.

The Alternative Offer is the tool that makes the structure work. Eligible shareholders could elect to take one unlisted Topco share for each easyJet share instead of cash, subject to scaling back if elections exceed the 49.9 per cent cap. Sir Stelios Haji-Ioannou and his family have irrevocably undertaken to elect the rollover for 116,061,871 shares, about 15.31 per cent of the issued capital. The board makes no recommendation on the Alternative Offer, because Evercore could not opine on whether its terms were fair and reasonable.

On the day of the vote Bidco also clarified Topco governance: if the Topco board is deadlocked, the matter goes to holders of the A and B ordinary shares, who can approve it by more than 50 per cent of those shares. For another European deal in which regulators shape the route to control, see our analysis of whether UniCredit will buy Commerzbank.

What the easyJet takeover means for passengers and staff

For passengers, the documents point to continuity. Bidco says the group will run as a standalone business within Apollo's portfolio and that it has no intention of changing the location or functions of easyJet's UK headquarters or of its air operator's certificates in the United Kingdom, Austria and Switzerland. The airlines that operate flights remain the same licensed companies; the change happens at the top of the group.

For staff, Apollo and Bidco have confirmed that existing contractual and statutory employment rights, including pension rights, will be fully safeguarded in accordance with applicable law. easyJet offers defined contribution and auto-enrolment pensions rather than a defined benefit scheme, and Bidco says it does not intend to change employer contributions or admission rights.

Three practical points for different readers:

• Retail shareholders. No further action is needed to receive cash. Anyone wanting rollover shares must have a valid election in before the Election Return Time, which easyJet will announce once the sanction hearing date is set.
• Counterparties. Lessors, airports and suppliers should check change of control clauses in their contracts with the group. Our guide to wet lease vs dry lease covers the approval rules that apply when aircraft move between carriers, and our report on the Dublin Airport passenger cap ruling covers slot rights.

Frequently asked questions

Is easyJet being taken over?

Yes, subject to conditions. easyJet's shareholders approved the £7.15 a share scheme with Eagle Bidco, an Apollo-owned vehicle, on 11 November 2026. The easyJet takeover still needs High Court sanction plus aviation, merger control and foreign investment clearances, and is expected to complete before the end of the first quarter of 2027.

When will easyJet shareholders get paid?

Cash of £7.15 a share will be paid within 14 calendar days of the effective date, two business days after the sanction hearing. easyJet expects that before the end of March 2027. Equiniti nominee holders are paid within five business days of the nominee receiving the funds.

Why did only 83.29 per cent of shareholders vote for the easyJet takeover?

That figure is the headcount: 289 of the 334 scheme shareholders who voted. A scheme also needs 75 per cent by value, and by value 97.07 per cent of the shares voted at the Court Meeting supported it. Both tests were met comfortably.

Will easyJet shares be delisted?

Yes. Dealings end one business day after the sanction hearing, the shares are suspended when the scheme becomes effective, and the listing and Main Market trading are cancelled by 8.00 a.m. the next business day. easyJet will then re-register as a private company.

Does the easyJet takeover change flights or bookings?

Nothing in the published deal documents changes bookings. The change of ownership happens at the top of the group, while the airlines that operate flights keep their own licences. Bidco says it has no intention to move the UK headquarters or the air operator's certificates in the UK, Austria and Switzerland.

Sources

1. easyJet plc, Result of Meeting (Results of Court Meeting and General Meeting), 11 November 2026: Investegate
2. Apollo Management Holdings, L.P., Offer for easyJet plc (Rule 2.7 announcement), 6 August 2026: Investegate
3. easyJet plc, Publication of the Scheme Document, 15 October 2026: Investegate
4. easyJet plc and Eagle Bidco Ltd, Grant of Extension to Deadline for Publication of Scheme Document, 25 August 2026: TradingView
5. Companies Act 2006, section 899: legislation.gov.uk
6. Regulation (EC) No 1008/2008 on common rules for the operation of air services in the Community: EUR-Lex
7. National Security and Investment Act 2021: legislation.gov.uk
8. The Takeover Panel, The Takeover Code: thetakeoverpanel.org.uk
9. Investing.com, EasyJet investors back Apollo buyout as deal moves closer to completion, 11 November 2026: Yahoo Finance

About this article

Researched and written by The Corporate INTL Newsroom, which covers cross-border legal, regulatory and business developments for lawyers, professional advisers and financiers in over 150 jurisdictions. It is based on easyJet's and Apollo's regulatory announcements, the legislation cited and contemporaneous reporting. It is general information, not legal or investment advice. Last reviewed 12 November 2026. For more analysis visit our newsroom or subscribe to our newsletter.