JPM | EMEA Spec Sits Daily: EZJ LN, SGRO LN/PLD US, SUBC NO/SPM IM: EMEA Special Situations Specialist Commentary Merger/Arbitrage • Pre-Announced • Spin-off Event Driven

研报英文原文证据摘录

JPM | EMEA Spec Sits Daily: EZJ LN, SGRO LN/PLD US, SUBC NO/SPM IM: EMEA Special Situations Specialist Commentary Merger/Arbitrage • Pre-Announced • Spin-off Event Driven

Specialist Sales J P M O R G A N

23 July 2026

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• Desk view - EZJ LN closed -12% which I think was overdone. Prior to the reuters article, there was already uncertainty

around satisfying EU ownership, it's unclear how long this potential EU review will take and I'd imagine Apollo and

Castlelake would have anticipated noise around EU Ownership.

- EU Ownership Uncertainty should not impact EZJ’s willingness to enter into a 2.7 because they were already minded to

recommend the proposals from Apollo and Castlelake - where satisfaction of EU Ownership Rules is uncertain for both.

- The risk is whether this EU review causes Apollo and/or Castlelake to walk. The reuters article clearly reads negatively

but ensuring effective control by EU persons (not foreign) is what current law says. To hold a European operating license

issued by a member state, an airline must be majority owned AND "effectively controlled" by EU persons. Currently only

37% of EZJ LN is held by EU Persons and EZJ has suspended the voting rights for shares held by non-EU Persons.

- Effective Control encompasses voting rights, the fragmentation of the minority shareholder base, board composition

among other factors. A review may be to strengthen the conditions for Effective Control, which could reduce the

likelihood of ultimate deal completion.

- The near-term risk is not getting to a 2.7 Apollo and/or Castlelake because may want to see the review outcome before

making a formal deal announcement, however a review could take ages. RyanAir stated an EU review of Ownership Rules