Publication of Scheme Document

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

14 October 2026

RECOMMENDED ACQUISITION

OF

DIANOMI PLC

BY

TABOOLA EUROPE LIMITED

(a wholly-owned subsidiary of Taboola.com Ltd)

to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006

PUBLICATION OF SCHEME DOCUMENT

On 18 September 2026, the boards of Taboola.com Ltd (“Taboola”) and Dianomi plc (“Dianomi”) announced that they had reached an agreement on the terms of a recommended acquisition pursuant to which Taboola Europe Limited, a wholly-owned subsidiary of Taboola (“Bidco”), will acquire the entire issued and to be issued ordinary share capital of Dianomi (the "Acquisition"). It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement (the "Scheme") under Part 26 of the Companies Act 2006 (the "Act") (although Bidco reserves the right, subject to Panel consent and, where relevant, the terms of the Co-operation Agreement, to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme).

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to time in this announcement are to London time unless stated otherwise.

Publication of the Scheme Document

The board of Dianomi announces that it is today publishing and sending to Dianomi shareholders a circular in relation to the Acquisition (the “Scheme Document”), setting out (among other things), a letter from the Chair of Dianomi, the full terms and conditions of the Acquisition, an explanatory statement pursuant to section 897 of the Act, an expected timetable of principal events, notices of the Scheme Court Meeting and the General Meeting and details of the actions to be taken by Dianomi Shareholders, together with the related Forms of Proxy for the Scheme Court Meeting and the General Meeting.

The Scheme Document and Forms of Proxy will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Dianomi's website at https://www.dianomi.com/for-investors/ and on Taboola's investor relations website at https://investors.taboola.com/. The content of these websites as referred to in this announcement is not incorporated into, and does not form part of, this announcement.  

Hard copies of the Scheme Document and Forms of Proxy for the Scheme Court Meeting and the General Meeting will be sent to Dianomi Shareholders.

Letters to Dianomi Share Plan Participants

Dianomi will make the Scheme Document available to participants in the Dianomi Share Plans.  Participants in the Dianomi Share Plans will also be sent a separate letter regarding the effect of the Scheme on their rights under the Dianomi Share Plans and with the details of the arrangements applicable to them (the "Share Plan Letters") including details of appropriate proposals made to them under Rule 15 of the Takeover Code and instructions on how to exercise their options.

A copy of the relevant form of Share Plan Letter will be made available on Dianomi’s website at https://www.dianomi.com/for-investors/  and on Taboola’s website at https://investors.taboola.com/ up to and including the Effective Date.

Action required

As further detailed in the Scheme Document, in order to become Effective, the Scheme will require, among other things, that the requisite majority of (i) Scheme Shareholders vote in favour of the Scheme at the Scheme Court Meeting; and (ii) Dianomi Shareholders vote in favour of the Resolution to be proposed at the General Meeting. The Scheme must also be sanctioned by the Court. The Scheme is also subject to the satisfaction or waiver (where applicable) of the other Conditions and further terms set out in the Scheme Document, including satisfaction or waiver of the CMA Condition.

Notices of the Scheme Court Meeting and the General Meeting, both of which will be held at Thomas House, 84 Eccleston Square, London SW1V 1PX on 6 November 2026, are set out in the Scheme Document. The Scheme Court Meeting will start at 2.00 p.m. on that date and the General Meeting at 2.15 p.m. or as soon thereafter as the Scheme Court Meeting shall have concluded or been adjourned.

It is important that, for the Scheme Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholders' opinion. Whether or not Dianomi Shareholders intend to attend, speak and/or vote at the Scheme Court Meeting, they are strongly encouraged to submit proxy appointments and instructions for the Scheme Court Meeting and the General Meeting as soon as possible, using any of the methods set out in the Scheme Document, to ensure their vote is recorded. Dianomi Shareholders are strongly encouraged to appoint “the Chair of the meeting” as their proxy.

Details of the action to be taken by Dianomi Shareholders in connection with the Acquisition are set out on pages 39 to 40, at paragraph 16 of Part Two (Explanatory Statement) of the Scheme Document.

Any changes to the arrangements for the Scheme Court Meeting and the General Meeting will be communicated to Dianomi Shareholders before the Meetings, through Dianomi's website at https://www.dianomi.com/for-investors/ and by announcement through a Regulatory Information Service.

Recommendation

The Dianomi Directors, who have been so advised by Panmure Liberum as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable.

Accordingly, the Dianomi Directors recommend unanimously that Dianomi Shareholders vote, or procure votes, in favour of the Scheme at the Scheme Court Meeting and vote, or procure the voting, in favour of the Resolution to be proposed at the General Meeting, or, if (with the consent of the Panel) Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, accept, or procure the acceptance of, such Takeover Offer, as all of the Dianomi Directors who hold Dianomi Shares have irrevocably undertaken to do, or procure to be done, in respect of their own beneficial holdings (and procure to be done in respect of the beneficial holdings of their spouse, civil partner and/or related trusts) of 3,134,944 Dianomi Shares, in aggregate, representing approximately 10.44 per cent. of the Dianomi Shares in issue on the Last Practicable Date.

In providing its advice to the Dianomi Directors, Panmure Liberum has taken into account the commercial assessments of the Dianomi Directors. Panmure Liberum is providing independent financial advice to the Dianomi Directors for the purposes of Rule 3 of the Code. Panmure Liberum has given and not withdrawn its consent to the inclusion in this announcement of its advice to the Dianomi Board in the form and context in which it appears.

Dianomi Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Expected timetable of principal events

The current expected timetable of principal events for the implementation of the Scheme is set out in the Scheme Document and repeated below. 

The Scheme remains conditional on the approval of the requisite majority of eligible Scheme Shareholders at the Scheme Court Meeting and the requisite majority of the eligible Dianomi Shareholders at the General Meeting. The Scheme is also subject to the satisfaction (or, where applicable, waiver) of the other Conditions (including the CMA Condition and sanction of the Court) and further terms, as described more fully in the Scheme Document. An update to the expected timetable is expected to be announced following satisfaction of all of the relevant regulatory clearances upon which the Acquisition is conditional.

Notes:

1.       It is requested that blue Forms of Proxy for the Scheme Court Meeting be lodged not later than 48 hours before the time appointed for the Scheme Court Meeting or, if the Scheme Court Meeting is adjourned, 48 hours prior to the time and date set for any adjourned Scheme Court Meeting (in each case, excluding any part of a day that is not a Business Day). Blue Forms of Proxy for the Scheme Court Meeting not lodged by this time may be handed to the Chair of the Scheme Court Meeting or to a representative of Dianomi’s registrar, Neville Registrars, on behalf of the Chair before the start of the Scheme Court Meeting (or any adjournment thereof).
2.       White Forms of Proxy for the General Meeting must be lodged not later than 48 hours before the time appointed for the General Meeting or, if the General Meeting is adjourned, 48 hours prior to the time fixed for the adjourned General Meeting (in each case, excluding any part of a day that is not a Business Day). White Forms of Proxy for the General Meeting not lodged by this time or not otherwise lodged in accordance with the instructions set out in the relevant Form of Proxy will be invalid.
3.       If either the Scheme Court Meeting or the General Meeting is adjourned, the Scheme Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the day which is two Business Days before the date of the adjourned meeting.
4.       Or as soon thereafter as the Scheme Court Meeting is concluded or adjourned.
5.       These times and dates are indicative only and will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) a certified copy of the Scheme Court Order is delivered to the Registrar of Companies for registration.
6.       Or such later time and date as Bidco and Dianomi may agree and that (if so required) the Court may allow.
7.       This is the latest date by which the Scheme may become Effective, or such later date, if any, (a) as Bidco and Dianomi may agree in writing, or (b) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that (if so required) the Court may allow.

The dates and times given are indicative only and are based on Dianomi’s current expectations and may be subject to change. If any of the expected times and/or dates above change, the revised times and/or dates will be notified to Dianomi Shareholders by announcement through a Regulatory Information Service with such announcement being made available on Dianomi’s website at https://www.dianomi.com/for-investors/.

Cancellation of admission to trading on AIM of Dianomi Shares and re-registration of Dianomi

Prior to the Scheme becoming Effective, Dianomi will make an application to the London Stock Exchange for the cancellation of the admission to trading of Dianomi Shares on AIM, to take effect from or shortly after the Effective Date. The last day of dealings in, and registration of transfers of, Dianomi Shares on AIM is expected to be the Business Day prior to the Effective Date and no transfers are expected to be registered after 6.00 p.m. on that date other than to Bidco or its nominee(s) pursuant to the Scheme.

On, or as soon as possible after, the Effective Date, share certificates in respect of Dianomi Shares will cease to be of value and should be destroyed, and entitlements to Dianomi Shares held in CREST will be cancelled.

Questions

If Dianomi Shareholders have any questions about this announcement, the Scheme Document, the Scheme Court Meeting or the General Meeting, or are in any doubt as to how to submit their proxies or complete the Forms of Proxy (or appoint a proxy electronically at www.sharegateway.co.uk or through the CREST electronic proxy appointment service), or would like to request a hard copy of the Scheme Document, please contact the shareholder helpline operated by Neville Registrars on 0121 585 1131 (from within the UK) or +44 (0) 121 585 1131 (from outside the UK). The helpline is open between 9.00 a.m. and 5.00 p.m., Monday to Friday excluding public holidays in England and Wales. Calls may be recorded and randomly monitored for security and training purposes. Please note that Neville Registrars cannot provide any financial, legal or tax advice, nor any advice on the merits of the Scheme.

The person responsible for making this announcement on behalf of Dianomi is Charlotte Stranner, Chief Financial Officer.

  Enquiries:

K&L Gates LLP are retained as legal advisers to Dianomi.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities of Dianomi in any jurisdiction in contravention of applicable law. The Transaction will be made solely by means of the Scheme Document (or if the Transaction is implemented by way of a Takeover Offer, the offer document) which will contain the full terms and conditions of the Transaction, including details of how to vote in respect of the Transaction. Any vote or decision in respect of the Scheme (or the Takeover Offer, if applicable) or other response in relation to the Transaction should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the offer document).

This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.

The statements contained in this announcement are not to be construed as legal, business, financial or tax advice. Dianomi Shareholders are urged to consult with their own legal, tax and financial advisers in connection with making a decision regarding this Transaction.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement and the documents required to be published under Rule 26 of the Code, will be made available, subject to certain restrictions relating to persons resident in or located in Restricted Jurisdictions, on Dianomi's website at https://www.dianomi.com/for-investors/ and on Taboola's investor relations website at https://investors.taboola.com/ promptly and in any event by no later than 12 noon (London time) on the first Business Day following the date of this announcement. For the avoidance of doubt, the contents of those websites are not incorporated into, and do not form part of, this announcement.

Overseas jurisdictions

The release, publication or distribution of this announcement in or into or from jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Dianomi Shares with respect to the Scheme at the Scheme Court Meeting, or to appoint another person as proxy to vote at the Scheme Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

This announcement does not constitute, or form part of, an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This announcement has been prepared for the purposes of complying with English law, the AIM Rules, the Rules of the London Stock Exchange and the Code, and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and any formal documentation relating to the Acquisition will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in, into or from within any Restricted Jurisdiction.

It is the responsibility of any person into whose possession this announcement comes to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection with the Acquisition, including the obtaining of any governmental, exchange control or other consents which may be required and/or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes or levies due in such jurisdiction.

Additional information for US investors

The Acquisition relates to the shares of a company incorporated in England and Wales admitted to trading on AIM and is proposed to be effected by means of a scheme of arrangement under English law. Neither the US proxy solicitation rules nor (unless implemented by means of an offer) the tender offer rules under the US Exchange Act will apply to the Acquisition. Accordingly, the Scheme will be subject to the disclosure requirements and practices applicable to the United Kingdom and under the Code to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Neither the SEC, nor any securities commission of any state of the United States, has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States. Financial information relating to Dianomi included in this announcement has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Any Contingent Consideration Units or Loan Notes issued under the Scheme have not been and will not be registered under the US Securities Act, or under any laws of any securities regulatory authority of any state of the United States, and may not be offered or sold in the United States absent registration or pursuant to an exemption from the registration requirements of the US Securities Act. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of Contingent Consideration Units or Loan Notes (if any) in the United States. The Contingent Consideration Units are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. The Loan Notes (if any) issued to CCU Holders in exchange for such Contingent Consideration Units issued pursuant to the Scheme are expected to be issued in reliance upon the exemption from the registration requirements under the US Securities Act provided by Section 3(a)(9) thereof.

The receipt of cash and/or Contingent Consideration Units (if any) and/or Loan Notes (if any) by a beneficial owner of Dianomi Shares pursuant to the Acquisition as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for United States federal income tax purposes and may also be a taxable transaction under other applicable tax laws, including any applicable United States state and local, as well as non-US, tax laws. Each Dianomi Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or to its beneficial owners) of the Acquisition.

Dianomi and Bidco are organised under the laws of England and Wales and Taboola is organised under the laws of Israel. Some of the officers and directors of Dianomi, Taboola and Bidco are residents of countries other than the United States and the majority of the assets of Dianomi are located outside of the United States and a significant amount of Taboola’s assets are located outside the United States. As a result, it may not be possible to effect service of process within the United States upon Dianomi, Taboola, Bidco or any of their respective officers or directors, or to enforce outside the United States judgments obtained against Dianomi, Taboola, Bidco or any of their respective officers or directors in US courts, including, without limitation, judgments based upon the civil liability provisions of the US federal securities laws or the laws of any state or territory within the United States.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition and the Scheme, and any other information published by Dianomi, Taboola and Bidco contain statements which are, or may be deemed to be, “forward-looking statements”. Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which the Taboola Group or the Enlarged Group will operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. The forward-looking statements contained in this announcement relate to the Taboola Group’s or the Enlarged Group’s future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “will look to”, “would look to”, “plans”, “prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”, “budget”, “scheduled”, “forecasts”, “synergy”, “strategy”, “goal”, “cost-saving”, “projects”, “intends”, “may”, “will” or “should” or their negatives or other variations or comparable terminology.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Specifically, any statements of cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, any cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated.

None of Taboola, Bidco or Dianomi, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Given these risks and uncertainties, Dianomi Shareholders and potential investors should not place any reliance on forward-looking statements. The forward-looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to any member of the Taboola Group or Dianomi Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. Dianomi, Taboola and Bidco expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or profit estimate or quantified financial benefit statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Dianomi or Taboola, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Dianomi or Taboola, as appropriate, or to mean that the Enlarged Group’s earnings in the first 12 months following the Acquisition, or in any subsequent period, would necessarily match or be greater than those of Dianomi or Taboola for the relevant preceding financial period or any other period.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by Dianomi Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Dianomi may be provided to Taboola and Bidco during the Offer Period as requested under Section 4 of Appendix 4 of the Code.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different places may vary slightly and figures shown as totals in certain places may not be an arithmetic aggregation of the figures that precede them.