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LONDON - Kondor AI PLC (Kondor) has successfully passed all resolutions at its Annual General Meeting (AGM), held on Monday, allowing it to proceed with its all-share offer to acquire Ora Technology PLC (Ora). The takeover offer has been declared unconditional following the AGM results.
On March 21, 2025, Kondor and Ora announced an agreement for Kondor to acquire a majority stake in Ora. The acquisition is structured as a takeover offer, with Ora shareholders set to receive 0.9848 Kondor shares for each Ora share they hold.
As of the close of business on Sunday, April 15, 2025, Kondor had received valid acceptances of the offer in respect of approximately 61.98% of Ora’s existing issued share capital. This figure includes acceptances related to irrevocable undertakings from Ora directors and certain shareholders, accounting for approximately 59.10% of the company’s share capital.
Following the AGM, Kondor shareholders granted the necessary approvals for the issuance and allotment of the consideration shares and the Ora Exchange Warrants under the terms of the acquisition. The AGM’s unanimous voting on resolutions, including the approval of the acquisition and the waiver of Rule 9 of the Takeover Code, signals shareholder support for the transaction.
The offer remains open for acceptance, with Ora shareholders who have not yet accepted the offer encouraged to do so as soon as possible. Detailed instructions for acceptance have been provided in the offer document, with different procedures for certificated and uncertificated shares.
Kondor has confirmed that settlement of the consideration to eligible Ora shareholders will occur within 14 calendar days for acceptances received by April 16, 2025, and within the same timeframe for any further acceptances while the offer remains open.
Should Kondor receive acceptances in respect of 90% or more of the Ora shares, it intends to exercise its rights to acquire compulsorily the remaining shares. Remaining shareholders would become minority shareholders in a majority-controlled company, potentially without a future opportunity to sell their shares on equivalent or better terms.
The successful acquisition marks a significant consolidation in the sector, with Kondor expanding its portfolio through the integration of Ora’s technology and resources. This announcement is based on a press release statement from Kondor AI PLC.
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