Eleco PLC (ELCO), the AIM-listed construction software company, has confirmed that shareholders voted overwhelmingly in favour of its recommended all-cash acquisition by Avocet Bidco Limited, a newly formed vehicle indirectly wholly owned by funds managed and/or advised by Accel-KKR, at meetings held on 27 October 2026. The Scheme, structured under Part 26 of the Companies Act 2006, cleared two critical procedural hurdles — the Court Meeting and the General Meeting — satisfying Conditions 2.1 and 2.2 of the Scheme Document. The transaction now advances to the Sanction Hearing, where the Court must formally approve the Scheme before it can become effective.

Key Points

  • Eleco PLC (ELCO) is an AIM-listed construction and project management software business subject to a recommended all-cash acquisition by Avocet Bidco Limited, backed by Accel-KKR
  • Shareholders approved both the Court Meeting resolution and the General Meeting Special Resolution on 27 October 2026, clearing two key Scheme conditions
  • At the Court Meeting, 52,617,110 shares — representing 99.99% of votes cast — were voted in favour; 84,387,572 total Eleco shares were in issue at the Voting Record Time of 23 October 2026
  • Investors should watch for the Court Sanction Hearing date and subsequent delivery of the Court Order to the Registrar of Companies, which will determine the Effective Date

Court Meeting Returns 99.99% Vote in Favour of Accel-KKR Scheme

At the Court Meeting held on 27 October 2026, Eleco shareholders cast 52,617,110 votes in favour of the Scheme resolution, representing 99.99% of votes cast and 62.35% of total Scheme Shares eligible to vote. Just 7,508 shares were voted against. A total of 120 registered shareholder accounts participated, with 116 — or 96.67% — voting in favour. The announcement states that the requisite majority threshold of not less than 75% in value was comfortably exceeded, formally satisfying the Court Meeting condition required under the Scheme Document published on 2 October 2026.

General Meeting Special Resolution Passed with 99.98% Support

At the General Meeting held immediately alongside the Court Meeting on 27 October 2026, shareholders voted on a Special Resolution to approve implementation of the Scheme, including amendments to Eleco's articles of association. The resolution received 52,771,591 votes in favour, representing 99.98% of votes cast, against 9,621 votes against. A further 142,290 votes were withheld, though the announcement notes that withheld votes carry no legal weight in calculating the outcome. The total number of Eleco shares in issue at the Voting Record Time of 23 October 2026 was 84,387,572, with no shares held in treasury.

Scheme Advances to Court Sanction Hearing Before Effective Date Can Be Set

With Conditions 2.1 and 2.2 now satisfied, the Scheme moves to its remaining procedural steps. The announcement states that the transaction remains subject to further conditions, most notably the Court sanctioning the Scheme at the Sanction Hearing and delivery of the resulting Court Order to the Registrar of Companies. The timetable outlined on pages 13 and 14 of the Scheme Document remains indicative and subject to change. Should any dates shift, Eleco has confirmed it will notify shareholders via a Regulatory Information Service and update its website at eleco.com accordingly.

Accel-KKR Acquisition Structured as Court-Sanctioned Scheme Under English Law

The acquisition of Eleco by Avocet Bidco Limited — a newly formed company that will, as at the Effective Date, be indirectly wholly owned by funds managed and/or advised by Accel-KKR Fund VII GP LP and its affiliates — was first announced on 10 September 2026. The transaction is structured as a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006, covering Eleco's entire issued and to be issued share capital. Stephens Europe Limited is acting as lead financial adviser to Eleco, with Cavendish Capital Markets Limited serving as nominated adviser and broker, and Rothschild & Co advising Accel-KKR and Bidco.