Eleco plc Update on Letter of Intent
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
10 November 2026
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RECOMMENDED CASH ACQUISITION of ELECO PLC (“Eleco”) by AVOCET BIDCO LIMITED (“Bidco”) (a newly formed company which will, as at the Effective Date, be indirectly wholly-owned by funds managed and/or advised by Accel-KKR and its affiliates) to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 |
Update on Letter of Intent
On 10 September 2026, the board of directors of Bidco and Eleco made an announcement pursuant to Rule 2.7 of the Takeover Code (the “Rule 2.7 Announcement”) of a recommended all-cash acquisition by Bidco of the entire issued and to be issued ordinary share capital of Eleco (the “Acquisition”), intended to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the 2006 Act (the “Scheme”).
The circular in relation to the Scheme was published or made available to Eleco Shareholders on 2 October 2026 (the “Scheme Document”). Unless defined herein, defined terms shall have the meanings given to them in the Scheme Document.
As set out in the Rule 2.7 Announcement, Bidco had received a non-binding letter of intent from J O Hambro Capital Management Limited (“J O Hambro”) dated 9 September 2026 to exercise (or procure the exercise of) voting rights in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure the acceptance of such Offer) in respect of 2,125,000 Eleco Shares, representing approximately 2.5 per cent. of the existing issued ordinary share capital of Eleco as at the last Business Day before the date of the Rule 2.7 Announcement (the “J O Hambro Letter of Intent”).
Under the J O Hambro Letter of Intent, J O Hambro is permitted to sell, acquire or otherwise deal in Eleco Shares at any time.
As noted in the Update on Letter of Intent Announcement released by Bidco on 18 September 2026, Bidco became aware that J O Hambro had sold 725,000 Eleco Shares on 17 September 2026.
Pursuant to a Form 8.3 released on 21 October 2026, Bidco became aware that J O Hambro had sold 350,000 Eleco Shares on 20 October 2026.
Pursuant to a Form 8.3 released on 9 November 2026, Bidco became aware that J O Hambro had sold 350,000 Eleco Shares on 6 November 2026.
Therefore, the total number of Eleco Shares which are subject to the J O Hambro Letter of Intent has reduced to 700,000 Eleco Shares, representing approximately 0.8 per cent. of the existing issued ordinary share capital of Eleco as at the close of business on the last Business Day prior to this announcement.
As a result, the total number of Eleco Shares which are subject to irrevocable undertakings and non-binding letters of intent to vote (or, where applicable, procure voting) in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure the acceptance of such Offer) is 37,750,529 Eleco Shares, representing approximately 44.7 per cent. of the issued share capital of Eleco as at the close of business on the last Business Day prior to this announcement.
Enquiries
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Kekst CNC (PR Adviser to Accel-KKR and Bidco) |
+1 917 992 1170 |
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Todd Fogarty |
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N.M. Rothschild & Sons Limited (Financial Adviser to Accel-KKR and Bidco) |
+44 (0)20 7280 5000 |
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Anton Black Jose Benito Sanz |
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Eleco plc |
+44 (0)20 7422 8000 |
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Mark Castle, Non-Executive Chair |
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Stephens Europe Limited (Lead Financial Adviser and Rule 3 Adviser to Eleco) Graham Paton Thorsten Behrens |
+44 20 3757 9900 |
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Cavendish Capital Markets Limited (Nominated Adviser, Sole Broker and Financial Adviser to Eleco) |
+44 (0)20 7220 0500 |
Geoff Nash
Henrik Persson
Seamus Fricker
Elysia Bough
Kirkland & Ellis International LLP is acting as legal adviser to Bidco and Accel-KKR.
Dorsey & Whitney (Europe) LLP is acting as legal adviser to Eleco.
IMPORTANT NOTICES
Important notices relating to financial advisers
Rothschild & Co, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Bidco and Accel-KKR and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Bidco and Accel-KKR for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Stephens, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Eleco and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Eleco for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Cavendish, which, in the United Kingdom, is authorised and regulated by the Financial Conduct Authority, is acting exclusively for Eleco and no one else in connection with the Acquisition and will not be responsible to anyone other than Eleco for providing the protections afforded to clients of Cavendish nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.
This announcement is for information purposes only and is not intended to, and does not, constitute, or form part of, an 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 the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Eleco in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document), which contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document).
This announcement does not constitute a prospectus, prospectus equivalent document or exempted document.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
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