CatalystWireBeta

Results of Court Meeting and General Meeting

In brief · summary, not quotable

Shareholders voted to approve Accel-KKR acquisition of Eleco by scheme of arrangement at 99.98% in favour.

  • Eleco Shares in issue 84,387,572
  • Court Meeting votes in favour 52,617,110 (prior 99.99%)
  • General Meeting votes in favour 52,771,591 (prior 99.98%)
Full announcement

Select text to share a quote on X · sign in to keep highlights & notes in your ELCO notes

(a newly formed company which will, as at the Effective Date, be 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

Results of Court Meeting and General Meeting

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”).

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.

Results of the Court Meeting and General Meeting

Eleco is pleased to announce that, at the Court Meeting and the General Meeting held earlier today in connection with the Acquisition:

  • the requisite majority of eligible Scheme Shareholders who voted and were entitled to vote (either in person or by proxy) at the Court Meeting, representing not less than 75 per cent. in value of the Scheme Shares voted by such Scheme Shareholders at the Court Meeting, voted in favour of the resolution to approve the Scheme at the Court Meeting;
  • and the requisite majority of eligible Eleco Shareholders voted in favour of the Special Resolution at the General Meeting to approve the implementation of the Scheme, including the amendments to Eleco’s articles of association.

Details of the resolutions proposed and passed are set out in the notices of the Court Meeting and General Meeting contained in the Scheme Document.

The total number of Eleco Shares in issue at 6.00 p.m. on 23 October 2026, being the Voting Record Time, was 84,387,572, with no shares held in treasury. Consequently, the total number of voting rights in Eleco at the Voting Record Time was 84,387,572.

Voting results of the Court Meeting

The table below sets out the results of the poll conducted at the Court Meeting held on 27 October 2026. Each Scheme Shareholder present (in person or by proxy) was entitled to one vote per Scheme Share held at the Voting Record Time:

Scheme Shares VotedScheme Shareholders who voted**No. of Scheme Shares voted as a percentage of the total Scheme Shares eligible to be voted at the Court Meeting *
Number%*Number%*
For52,617,11099.9911696.6762.35
Against7,5080.0143.330.01
Total ***52,624,61810011610062.36

*All percentages rounded to two decimal places.

**Where a Scheme Shareholder has cast some of their votes “for” and some of their votes “against” the resolution, such Scheme Shareholder has been counted as having voted both “for” and “against” the resolution for the purpose of determining the percentage of Scheme Shareholders who voted.

*** The aggregate of Scheme Shareholders voting “For” and “Against” the resolution exceeds the total number of Scheme Shareholders voting because 4 registered members gave instructions for votes to be cast “For” the resolution in respect of part of their holding of Scheme Shares and “Against” the resolution in respect of another part of their holding of Scheme Shares.

Voting results of the General Meeting

The table below sets out the results of the poll conducted at the General Meeting held on 27 October 2026. Each Eleco Shareholder present (in person or by proxy) was entitled to one vote per Eleco Share held at the Voting Record Time:

VOTES FOR**VOTES AGAINSTTOTAL VOTESWITHHELD VOTES ***
Number% *Number% *NumberNumber
Special Resolution52,771,59199.989,6210.0252,781,212142,290

*All percentages rounded to two decimal places.

** Includes discretionary votes

Effective Date and Timetable

The outcome of today’s Court Meeting and General Meeting means that Conditions 2.1 and 2.2 (as set out in Part III of the Scheme Document) have been satisfied. The Scheme remains subject to the satisfaction or (where applicable) waiver of the remaining Conditions and further terms set out in the Scheme Document, including the Court sanctioning the Scheme at the Sanction Hearing and the delivery of a copy of the Court Order to the Registrar of Companies.

The expected timetable of principal events for the implementation of the Scheme remains as set out on pages 13 and 14 of the Scheme Document. The dates are indicative only and are subject to change. The dates will depend, among other things, on the dates upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies. If any of the times and/or dates in the expected timetable change, the revised times and/or dates 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://eleco.com/.

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.

Notice to U.S. Eleco Shareholders

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.

Requesting hard copy documents

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

Share this quote

Quote card
Post on X WhatsApp Download image

The link opens this announcement with the quote highlighted. Quotes are checked against the original text.

Add a note