Update On Conditions And Expected Scheme Timetable
Court Sanction Hearing scheduled for 20 November 2026; all regulatory conditions satisfied or waived.
Select text to share a quote on X · sign in to keep highlights & notes in your ELCO notes
(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.
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.
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.