Update On Conditions And Expected Scheme Timetable
Summary by AI BETAClose X
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.
For immediate release
13 November 2026
RECOMMENDED CASH ACQUISITION
of
ELECO PLC
by
AVOCET BIDCO LIMITED
(a newly formed company indirectly wholly-owned by funds managed and/or advised by AKKR Fund VII GP LP (“Accel-KKR”) and its affiliates)
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
UPDATE ON CONDITIONS AND EXPECTED SCHEME TIMETABLE
On 10 September 2026, the boards of Eleco plc (“Eleco”) and Avocet Bidco Limited (“Bidco”) announced that they had reached agreement on the terms of a recommended all cash offer pursuant to which Bidco would acquire the entire issued and to be issued share capital of Eleco (the “Acquisition”). The Acquisition is being effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”).
On 2 October 2026, Eleco published a circular in relation to the Scheme setting out the terms and conditions of the Scheme and including the notices convening the Court Meeting and the General Meeting (the “Scheme Document”).
On 27 October 2026, Eleco announced that the Scheme had been approved by the requisite majority of Scheme Shareholders at the Court Meeting and the Special Resolution relating to the implementation of the Scheme had been passed by the requisite majority of Eleco Shareholders at the General Meeting.
Unless otherwise defined, all capitalised terms in this announcement have the meanings given to them in the Scheme Document. All references to times are to London time unless otherwise stated.
Update on Conditions
The Acquisition is subject to the Conditions and further terms set out in Part III of the Scheme Document, including the merger control approvals relating to Australia and the United Kingdom set out in paragraphs 3.1 and 3.2, respectively, and the UK foreign investment control and national security approval set out in paragraph 3.3, in each case of Part A of Part III of the Scheme Document.
Eleco and Bidco are pleased to confirm that all Conditions relating to the receipt of merger control and foreign investment control and national security approvals have now been satisfied or (where capable of waiver) waived.
The Scheme remains subject to certain other Conditions set out in Part III of the Scheme Document, including, amongst other things, the sanction of the Scheme by the Court at the Court Sanction Hearing and the delivery of a copy of the Court Order to the Registrar of Companies.
Next steps and timetable
Eleco today confirms that the Court Sanction Hearing has been scheduled to be held on 20 November 2026.
Subject to the Scheme being sanctioned by the Court at the Court Sanction Hearing, the delivery of a copy of the Court Order to the Registrar of Companies and the satisfaction or, where applicable, waiver of the remaining Conditions set out in Part III of the Scheme Document, the Scheme is expected to become Effective on 30 November 2026.
The last day of dealings in, and for registration of transfers of, Eleco Shares is therefore expected to be 27 November 2026, with dealings in Eleco Shares on AIM expected to be suspended by 7.30 a.m. on 30 November 2026. It is also expected that the admission to trading of Eleco Shares on AIM will be cancelled with effect from 7.00 a.m. on 1 December 2026.
An updated expected timetable of principal events for the implementation of the Scheme is set out in the Appendix below. If any of the dates and/or times in the expected timetable change, the revised dates and/or times will be notified to Eleco Shareholders by announcement through a Regulatory Information Service, with such announcement also being made available on Eleco’s website at https://ir.eleco.com/investor-relations/offer-for-eleco and on Bidco’s website at https://www.projecteagleoffer.com/.
Full details of the Acquisition are set out in the Scheme Document.
|
Enquiries: |
|
|
Eleco plc Mark Castle, Chair Jonathan Hunter, Chief Executive Officer Neil Pritchard, Chief Financial Officer |
Tel: +44 (0) 20 7422 8000
|
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Stephens Europe Limited (Lead Financial Adviser and Rule 3 Adviser to Eleco) Graham Paton Thorsten Behrens |
Tel: +44 (0) 20 3757 9900
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Cavendish Capital Markets Limited (Nominated Adviser, Sole Broker and Financial Adviser to Eleco) Geoff Nash Henrik Persson Seamus Fricker Elysia Bough |
Tel: +44 (0) 20 7220 0500
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Kekst CNC (PR Adviser to Accel-KKR and Bidco) Todd Fogarty
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Tel: +1 917 992 1170
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N.M. Rothschild & Sons Limited (Financial Adviser to Accel-KKR and Bidco) Anton Black |
Tel: +44 (0) 20 7280 5000
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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. |
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable is based on Eleco’s and Bidco’s current expected dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Eleco Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on Eleco’s website at: https://ir.eleco.com/investor-relations/offer-for-eleco and on Bidco’s website at: https://www.projecteagleoffer.com/. All times shown are London times unless otherwise stated.
|
Event |
Time and date(1) |
|
The following dates and times are indicative only and subject to change |
|
|
Court Sanction Hearing (to sanction the Scheme) |
20 November 2026 |
|
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Eleco Shares |
27 November 2026 |
|
Scheme Record Time |
6.00 p.m. on 27 November 2026 (2) |
|
Effective Date of the Scheme |
30 November 2026 (3) |
|
Suspension of dealings in Eleco Shares on AIM |
by 7.30 a.m. on 30 November 2026 |
|
Cancellation of admission to trading of Eleco Shares on AIM |
at 7.00 a.m. on 1 December 2026 |
|
Latest date for dispatch of cheques, processing of electronic BACS transfers and crediting of CREST stock accounts for the Consideration due under the Scheme |
14 December 2026 |
|
Long Stop Date |
10 March 2027(4) |
Notes:
- The dates and times are indicative only and are based on current expectations and may be subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, and the date on which the Court sanctions the Scheme and the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be notified to Eleco Shareholders by announcement through a Regulatory Information Service and by posting notice of these dates on the following website: https://ir.eleco.com/investor-relations/offer-for-Eleco.Participants in the Eleco Share Plan have been contacted separately to inform them of the effect of the Scheme on their rights under the Eleco Share Plan, including details of any dates and times relevant to them.
- Scheme Shareholders who are on the Eleco share register at this time are entitled to receive the Consideration under the Scheme.
- The Scheme shall become Effective in accordance with its terms as soon as a copy of the Court Order has been delivered to the Registrar of Companies. This is expected to occur following the Scheme Record Time and prior to the cancellation of trading in Eleco Shares. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to that date.
- This is the latest date by which the Scheme may become Effective unless Eleco and Bidco agree, with the consent of the Panel and (if required) the Court, a later date.
Important Notices
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.
The statements contained in this announcement are not to be construed as legal, business, financial or tax advice.
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).
Eleco and Bidco urge Eleco Shareholders to read the Scheme Document in full because it contains important information relating to the Acquisition.
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.
Overseas Shareholders
The release, publication or distribution of this announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared in accordance with and for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the AIM Rules and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
The availability of the Acquisition to Eleco Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Scheme Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, in whole or in part, directly or indirectly, in, into, from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in, into, from or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
Eleco Shareholders should be aware that the transaction contemplated herein may have tax consequences and that such consequences, if any, are not described herein. Eleco Shareholders are urged to consult with appropriate legal, tax and financial advisers in connection with the consequences of the Acquisition on them.
Further details in relation to Overseas Shareholders are contained in the Scheme Document.
Notice to U.S. Eleco Shareholders
The Acquisition relates to the shares of an English limited company with a listing on the Alternative Investment Market and is being made by means of a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the U.S. Securities Exchange Act of 1934 (the “U.S. Exchange Act”). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to takeover offers and schemes of arrangement which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules. The financial information included in this announcement has been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
If, in the future, Bidco exercises its right to implement the Acquisition by way of an Offer, which is to be made into the United States, such Offer will be made in compliance with the applicable U.S. laws and regulations.
It may be difficult for U.S. holders of Eleco Shares to enforce their rights and any claim arising out of the U.S. federal laws, since Bidco and Eleco are located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. holders of Eleco Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgement.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Accel-KKR, its nominees, or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Eleco Shares outside of the U.S., other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the U.S. Exchange Act, Rothschild & Co will continue to act as an exempt principal trader in Eleco Shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, www.londonstockexchange.com/.
U.S. Eleco Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the U.S. and that such consequences, if any, are not described herein. U.S. Eleco Shareholders are urged to consult with appropriate legal, tax and financial advisers in connection with making a decision regarding the Acquisition.
Forward looking statements
This announcement (including information incorporated by reference in this announcement), statements made regarding the Acquisition, and other information published by Bidco and Eleco contain statements which are, or may be deemed to be, “forward-looking statements”. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and Eleco about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.
The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Bidco and Eleco (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “prepares”, “plans”, “expects” or “does not expect”, “is expected”, “is subject to”, “budget”, “projects”, “synergy”, “strategy”, “scheduled”, “goal”, “estimates”, “forecasts”, “cost-saving”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco’s, Eleco’s, any member of the Bidco Group’s or any member of the Eleco Group’s operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Bidco’s, Eleco’s, any member of the Bidco Group’s or any member of the Eleco Group’s business.
Although Bidco and Eleco believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and Eleco can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.
These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; changes in the global political, economic, business and competitive environments (including exposures to terrorist activities, the Russia-Ukraine conflict, the ongoing conflicts in the Middle East and disruption in business operations due to reorganisation activities) and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; and changes in the anticipated benefits from the Acquisition not being realised as a result of: changes in general economic and market conditions in the countries in which Bidco and Eleco operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco and Eleco operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco nor Eleco, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements. The forward-looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to Bidco or any member of the Wider Bidco Group or the Eleco Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.
Other than in accordance with their legal or regulatory obligations, neither Bidco nor Eleco is under any obligation, and Bidco and Eleco expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Eleco Shareholders, persons with information rights and Eleco Share Plan Participants in the Eleco Share Plan may request a hard copy of this announcement (and any document or information incorporated into it by reference to another source) by: (i) submitting a request in writing to Neville Registrars, Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD; or (ii) telephoning Neville Registrars on +44 (0) 121 585 1131. Calls are charged at the standard geographical rate and will vary by provider. If calling from outside of the United Kingdom, please ensure the country code is used. Lines will be open from 9.00 a.m. to 5.00 p.m., Monday to Friday (excluding public holidays in England and Wales). Please note that Neville Registrars cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement (and any document or information incorporated by reference into this announcement) will not be sent unless so requested. In accordance with Rule 30.3 of the Takeover Code, such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be sent in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain other information provided by Eleco Shareholders, persons with information rights and other relevant persons for the receipt of communications from Eleco may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Disclaimer
The information contained herein does not constitute an offer to sell, nor a solicitation of an offer to buy, any security, and may not be used or relied upon in connection with any offer or solicitation. Any offer or solicitation in respect of Accel-KKR funds will be made only through a confidential private placement memorandum and related documents which will be furnished to qualified investors on a confidential basis in accordance with applicable laws and regulations. The information contained herein is not for publication or distribution to persons in the U.S. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold without registration thereunder or pursuant to an available exemption therefrom. Any offering of securities to be made in the U.S. would have to be made by means of an offering document that would be obtainable from the issuer or its agents and would contain detailed information about the issuer of the securities and its management, as well as financial information. The securities may not be offered or sold in the U.S. absent registration or an exemption from registration.
The Acquisition will be subject to English law, the jurisdiction of the Court, and the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA, the AIM Rules and the Registrar of Companies.
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