Dianomi plc (DNM), the AIM-listed digital advertising technology company, has announced that shareholders have voted overwhelmingly in favour of its recommended acquisition by Taboola Europe Limited, a wholly-owned subsidiary of Taboola.com Ltd, at both the Scheme Court Meeting and General Meeting held on 6 November 2026. The acquisition is to be implemented via a Court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006. With the shareholder conditions now satisfied, the Scheme is expected to become effective on 16 November 2026, with Dianomi's AIM admission cancelled the following morning.

Key Points

  • Dianomi plc (DNM) is an AIM-listed digital advertising technology company subject to a recommended acquisition by Taboola Europe Limited
  • Shareholders voted in favour of the Scheme at both the Scheme Court Meeting and the General Meeting on 6 November 2026
  • At the Scheme Court Meeting, 17,601,918 shares (99.9997%) voted in favour; at the General Meeting, 26,561,609 votes (99.99999%) supported the resolution
  • Investors should watch the Scheme Court Hearing scheduled for 12 November 2026 and the expected Effective Date of 16 November 2026

Dianomi Scheme Court Meeting Returns 99.9997% Vote in Favour of Taboola Acquisition

At the Scheme Court Meeting, 17,601,918 Dianomi shares, representing 99.9997% of votes cast, were recorded in favour of the resolution to approve the Scheme. Only 50 shares were voted against. Seventeen Scheme Shareholders participated in the poll in total. The total number of Dianomi shares in issue at the Scheme Voting Record Time of 6.00 p.m. on 4 November 2026 was 30,027,971, with no shares held in treasury. The announcement notes that shares representing 58.6184% of the entire issued ordinary share capital entitled to vote were cast in favour, comfortably surpassing the required 75% in value threshold.

Administrative Error Affects Scobie Dickinson Ward's Scheme Court Meeting Vote but Not General Meeting Tally

The announcement discloses that Scobie Dickinson Ward, who had provided an irrevocable undertaking to vote in favour of the Scheme in respect of 8,590,395 Dianomi shares, did not have that vote included in the Scheme Court Meeting results due to an administrative error — the vote was not received in sufficient time before the deadline. However, Scobie Dickinson Ward's vote in favour was received and counted at the General Meeting. This disclosure was made pursuant to Rule 2.10(c) of the UK Takeover Code. Despite the omission at the Court Meeting, the resolution still passed by the requisite majority.

Scheme Court Hearing Set for 12 November 2026 as Dianomi Moves Towards AIM Delisting on 17 November

With shareholder conditions 2(a) and 2(b) now satisfied, the Scheme Court Hearing has been scheduled for 12 November 2026. Subject to Court sanction and satisfaction of the remaining conditions, the Scheme is expected to become effective on 16 November 2026. Dealings in Dianomi shares are expected to be suspended at 7.30 a.m. on 16 November 2026, with the cancellation of AIM admission scheduled for 7.00 a.m. on 17 November 2026. The latest date for despatch of cash consideration and Contingent Consideration Unit certificates is 30 November 2026, with a Longstop Date of 31 December 2026.

Remaining Conditions Include Court Sanction Before Dianomi Scheme Becomes Legally Effective

The Scheme remains conditional upon Court sanction at the 12 November 2026 hearing and delivery of the Court Order to the Registrar of Companies of England and Wales. Should any conditions remain unsatisfied or unwaived, the Scheme may not become effective by the expected date. Bidco also retains the right, subject to Panel consent, to elect to implement the acquisition by way of a Takeover Offer as an alternative to the Scheme. Dianomi has stated that further announcements will be made when the Court sanctions the Scheme and when the Scheme becomes effective, with updated timetable information to be published on its investor relations website if any dates change.