Response to Possible Offer for easyJet
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THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.
1 June 2026
easyJet plc
Response to Possible Offer for easyJet
The Board of easyJet plc (“easyJet” or the “Company”) notes the announcement made by Castlelake, L.P. (“Castlelake”) on Friday, 29 May 2026, that it is in the early stages of considering a possible offer for easyJet.
The Board of easyJet has not had any discussions with, nor received any approach or proposal from Castlelake.
The Board is clear in its duty of aiming to maximise shareholder value and will consider any proposal, should one be made. In any assessment, the Board will be especially mindful of its valuation and deliverability.
Valuation: the Board notes the highly opportunistic timing when easyJet’s share price is temporarily depressed due to the current situation in the Middle East and its impact on customer confidence and jet fuel prices.
Deliverability: the Board notes the considerable regulatory, financial and other execution challenges associated with a potential takeover of easyJet.
easyJet is in a position of strength, underpinned by an investment grade balance sheet with a net cash position, alongside strong customer satisfaction and high employee engagement. The Board remains highly confident in easyJet’s strategy and its ability to deliver attractive long-term value for shareholders. The Company remains focused on executing its medium-term target of delivering greater than £1 billion profit before tax.
There can be no certainty that an offer will be made, nor as to the terms on which any offer might be made.
Shareholders are advised to take no action at this time.
In accordance with Rule 2.6(a) of the Code, Castlelake must, by not later than 5.00 p.m. on 26 June 2026, either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.
A further announcement will be made as and when appropriate.
The Company's LEI number is 2138001S47XKWIB7TH90.
For further details please contact easyJet plc:
Institutional investors and analysts:
Adrian Talbot Investor Relations +44 (0) 7971 592 373
Media:
Anna Knowles Corporate Communications +44 (0) 7985 873 313
Harry Cameron Teneo +44 (0) 7799 152 148
Additional Information
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise.
This announcement has been prepared in accordance with English law and information disclosed may not be the same as that which would have been disclosed in accordance with the laws of jurisdictions outside England. The release, publication or distribution of this announcement in whole or in part, directly or indirectly, in, into or from certain jurisdictions may be restricted by law. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of easyJet who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Rule 2.9 disclosure
The Company confirms, in accordance with Rule 2.9 of the UK City Code on Takeovers and Mergers, that as at the close of business on 29 May 2026, it had in issue 758,010,025 ordinary shares of 27 2/7 pence each with ISIN number GB00B7KR2P84. The Company does not hold any shares in treasury.
The Company has a sponsored Level 1 American Depositary Receipt ("ADR") programme for which JP Morgan Chase acts as depositary. Each ADR represents one ordinary share of the Company. The ADRs are quoted on OTC. The trading symbol for the ADRs is ESYJY and the ISIN is US2778562098.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will, subject to certain restrictions relating to persons resident in restricted jurisdictions, be available on easyJet’s website at corporate.easyjet.com, by no later than 12 noon (London time) on the business day following the date of this announcement. For the avoidance of doubt, the content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Disclosure requirements of the Code
Following this announcement, easyJet is now considered to be in an "offer period" as defined in the Code, and the dealing disclosure requirements as set out below will apply.
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
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