REG - Strabag UK Limited Van Elle Holdings - Rule 2.10(c) Announcement

Van Elle HoldingsAnnouncement

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RNS Number : 4480A  Strabag UK Limited  14 April 2026

DISCLOSURE UNDER RULE 2.10(C) OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE")

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 April 2026

Disclosure under Rule 2.10(c)(ii) of the Takeover Code in respect of the

RECOMMENDED CASH ACQUISITION

of

VAN ELLE HOLDINGS PLC

("Van Elle")

by

STRABAG UK LIMITED

("STRABAG UK")

(a wholly owned indirect subsidiary of STRABAG SE)

Update on the letter of intent provided by Peter Gyllenhammar AB

·     On 9 April 2026, the boards of Van Elle and STRABAG UK announced
that they had reached agreement on the terms of a recommended cash offer
pursuant to which STRABAG UK, an indirect wholly-owned subsidiary of STRABAG
SE, will acquire the entire issued and to be issued share capital of Van Elle
pursuant to Rule 2.7 of the Takeover Code (the "Acquisition"), to be
implemented by way of a court-sanctioned scheme of arrangement under Part 26
of the Companies Act 2006 (the "Scheme") (the "Rule 2.7 Announcement").

·   Unless otherwise defined in this announcement, capitalised words and
phrases used in this announcement shall have the same meanings given to them
in the Rule 2.7 Announcement.

·    As set out in the Rule 2.7 Announcement, STRABAG UK had received a
non-binding letter of intent from Peter Gyllenhammar AB dated 9 April 2026 to
exercise (or procure the exercise of) voting rights in favour of the
resolutions relating to the Scheme and the Acquisition at the Meetings in
respect of 17,687,500 Van Elle Shares (representing approximately 16.3 per
cent. of the existing issued ordinary share capital of Van Elle as at 8 April
2026, being the last Business Day before the date of the Rule 2.7
Announcement) (the "Peter Gyllenhammar AB Letter of Intent").

·    Under the Peter Gyllenhammar AB Letter of Intent, Peter Gyllenhammar
AB is permitted to sell, acquire or otherwise deal in Van Elle Shares at any
time.

·   Pursuant to a Form 8.3 released on 10 April 2026, STRABAG UK became
aware that Peter Gyllenhammar AB had sold 7,500,000 Van Elle Shares on 9 April
2026 and, pursuant to a further Form 8.3 released on 13 April 2026, STRABAG UK
became aware that Peter Gyllenhammar AB had sold a further 10,187,500 Van Elle
Shares on 10 April 2026.

·    Therefore, Peter Gyllenhammar AB no longer holds Van Elle Shares and
the total number of Van Elle Shares which are subject to the Peter
Gyllenhammar AB Letter of Intent has reduced to zero Van Elle Shares.

·     As a result, the total number of Van Elle Shares which are subject to
either irrevocable undertakings or non-binding letters of intent is
31,038,103, representing approximately 28.7 per cent. of Van Elle's total
issued ordinary share capital as at close of business on 13 April 2026 (being
the last Business Day before the date of this announcement).

Enquiries:

 STRABAG UK
 Andrew Dixon, Managing Director                                          Tel: +44 (0)20 7260 2700

Simon Wild, Managing Director

                                                                          (via Teneo)

 Teneo Financial Advisory Limited (Financial Adviser to STRABAG UK)
 Craig Lukins                                                             Tel: +44 (0)20 7260 2700

 Dom Young

Further information

Teneo Financial Advisory Limited ("Teneo"), which is authorised and regulated
by the Financial Conduct Authority ("FCA") in the United Kingdom, is acting
exclusively as financial adviser to STRABAG UK and no one else in connection
with the Acquisition and will not be responsible to anyone other than STRABAG
UK for providing the protections afforded to clients of Teneo nor for
providing advice in connection with the Acquisition or any matter or
arrangement referred to herein. Neither Teneo nor any of its affiliates owes
or accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Teneo in connection with the Acquisition, any
statement contained herein or otherwise.

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

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

Overseas Shareholders

The release, publication or distribution of this announcement in or into
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the UK
should inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with such requirements 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 has been prepared in
accordance with and for the purpose of complying with English law, the
Takeover Code, the Market Abuse Regulation, the AIM Rules and information
disclosed may not be the same as that which would have been prepared in
accordance with the laws of jurisdictions outside of the UK.

The availability of the Acquisition to Van Elle Shareholders who are not
resident in and citizens of the UK may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions. In
particular, the ability of persons who are not resident in the UK to vote
their Scheme Shares with respect to the Scheme at the Court Meeting, or to
execute and deliver Forms of Proxy appointing another person to vote at the
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 law 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.

Unless otherwise determined by STRABAG UK and/or Van Elle or required by the
Takeover Code, and permitted by applicable law and regulation, the Acquisition
will not be made available, in whole or in part, directly or indirectly in,
into, or from a Restricted Jurisdiction where to do so would constitute a
violation of the relevant laws or regulations of such jurisdiction and no
person may vote in favour of the Acquisition by the use of any means or
instrumentality, from 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 Scheme and the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including, without limitation, custodians, nominees
and trustees) must not mail or otherwise forward, distribute or send them in
or into or from any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition. If the Acquisition is
implemented by way of an Offer (unless otherwise permitted by applicable law
and regulation), the Offer may not be made, directly or indirectly, in or
into, or by the use of mails or any means or instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of, any Restricted Jurisdiction
and the Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.

Persons who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable legal or regulatory requirements. Van Elle
Shareholders who are in any doubt about such matters should consult an
appropriate independent professional adviser in the relevant jurisdiction
without delay.

Further details in relation to Overseas Shareholders will be included in the
Scheme Document.

Additional information for US investors

The Acquisition relates to the shares of an English company with a listing on
the London Stock Exchange and is being made by means of a scheme of
arrangement provided for under English company law. An acquisition effected by
means of a scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the U.S. Securities Exchange Act of 1934
(the "U.S. Exchange Act"). Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable in the UK to schemes of
arrangement which differ from the disclosure requirements of the U.S. tender
offer and proxy solicitation rules. Neither the United States Securities and
Exchange Commission, nor any securities commission of any state of the United
States, has approved or disapproved any offer, or passed comment upon the
adequacy or completeness of any of the information included in this
announcement. The financial information included in this announcement and the
Scheme Document (or, if the Acquisition is implemented by way of an Offer, the
Offer Document) has been prepared in accordance with generally accepted
accounting principles of the United Kingdom and thus 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.

If, in the future, STRABAG UK exercises its right, with the consent of the
Panel (where necessary), to implement the Acquisition by way of an Offer,
which is to be made into the United States, such Offer will be made in
compliance with the applicable US laws and regulations.

It may be difficult for US holders of Van Elle Shares to enforce their rights
and any claim arising out of the US federal laws in connection with the
Acquisition, since STRABAG UK and Van Elle are located in a non-US
jurisdiction, and some or all of their officers and directors may be residents
of a non-US jurisdiction. US holders of Van Elle Shares may not be able to sue
a non-US company or its officers or directors in a non-US court for violations
of the US securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's jurisdiction
or judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the
U.S. Exchange Act, STRABAG UK, its nominees, or their brokers (acting as
agents), may from time to time make certain purchases of, or arrangements to
purchase, Van Elle Shares outside of the US, other than pursuant to the
Acquisition, until the date on which the Acquisition becomes Effective, lapses
or is otherwise withdrawn. These purchases may occur either in the open market
at prevailing prices or in private transactions at negotiated prices and
comply with applicable law, including the U.S. Exchange Act. Any information
about such purchases will be disclosed as required in the UK, will be reported
to the Regulatory News Service of the London Stock Exchange and will be
available on the London Stock Exchange website at www.londonstockexchange.com.

US Van Elle Shareholders should be aware that the Acquisition contemplated
herein may have tax consequences in the US and, that such consequences, if
any, are not described herein. US Van Elle Shareholders are urged to consult
with legal, tax and financial advisers in connection with making a decision
regarding this Acquisition.

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
(1) 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) of
the Takeover Code applies must be made by no later than 3.30 p.m. (London
time) on the tenth (10(th)) Business Day following the commencement of the
Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on
the tenth (10(th)) 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 Takeover Code, any person who is, or becomes,
interested in one (1) 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
of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of
the Takeover Code 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 of the Takeover
Code.

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 Takeover 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.

Publication on a website

In accordance with Rule 26.1 and Rule 26.2 of the Takeover Code, a copy of
this announcement and the documents required to be published under Rule 26 of
the Takeover Code, will be made available free of charge (subject to certain
restrictions relating to persons resident in Restricted Jurisdictions) on
STRABAG UK's website at https://www.strabag.co.uk/offer-for-van-elle and Van
Elle's website at https://investors.van-elle.co.uk/offer-for-van-elle by no
later than 12 noon (London time) on the Business Day following this
announcement. The content of any website referred to in this announcement is
not incorporated into and does not form part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Van Elle Shareholders,
persons with information rights and participants in the Van Elle Share Plans
may request a hard copy of this announcement (and any information incorporated
by reference in this announcement) by contacting Van Elle's registrars, MUFG
Corporate Markets by: (i) submitting a request in writing to MUFG Corporate
Markets, Corporate Actions, Central Square, 29 Wellington Street, Leeds LS1
4DL; or (ii) calling +44 (0) 371 664 0321. Calls are charged at the standard
geographical rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Phone lines are open
between 9.00 a.m. and 5.00 p.m. (London time), Monday to Friday (excluding
public holidays in England and Wales). Please note that MUFG Corporate Markets
cannot provide any financial, legal or tax advice and calls may be recorded
and monitored for security and training purposes.

For persons who receive a copy of this announcement in electronic form or via
a website notification, a hard copy of this announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be sent in hard copy form.

Rounding

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

 

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.   END  OUPSFIFDLEMSEEL



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