REG - Van Elle Holdings - RESULTS OF COURT MEETING AND GENERAL MEETING

Van Elle HoldingsAnnouncement

28/05/2026 16:15

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RNS Number : 1162G  Van Elle Holdings PLC  28 May 2026

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

FOR IMMEDIATE RELEASE

28 May 2026

RECOMMENDED CASH ACQUISITION

of

VAN ELLE HOLDINGS PLC

("Van Elle")

by

STRABAG UK LIMITED

("STRABAG UK")

(a wholly owned indirect subsidiary of STRABAG SE)

RESULTS OF COURT MEETING AND GENERAL MEETING

FY26 TRADING UPDATE

On 9 April 2026, the boards of Van Elle and STRABAG UK announced that they
had reached agreement on the terms and conditions of a recommended all cash
offer pursuant to which STRABAG UK shall acquire the entire issued and to be
issued ordinary share capital of Van Elle (the "Acquisition"). The
Acquisition is to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act (the "Scheme"), full details of
which were sent, or made available, to Van Elle Shareholders in the circular
dated 30 April 2026 (the "Scheme Document").

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

Van Elle is pleased to announce that, at the Court Meeting and General Meeting
each held earlier today in connection with the Acquisition:

·      the requisite majority of Scheme Shareholders voted in favour of
the Scheme at the Court Meeting;

·      the requisite majority of Van Elle Shareholders voted in favour
of the Special Resolution to implement the Scheme, including the amendment to
Van Elle's articles of association and to re-register Van Elle as a private
limited company, at the General Meeting;

Further details of the resolutions passed are set out in the Notices of the
Court Meeting and General Meeting contained in the Scheme Document.

Voting Results for the Court Meeting

The table below sets out the results of the poll at the Court Meeting held on
28 May 2026. Each Scheme Shareholder present in person or by proxy was
entitled to one vote per Scheme Share held at the Voting Record Time.

          Number of Scheme Shareholders who voted***  Percentage of Scheme Shareholders*** who voted*  Number of Scheme Shares Voted  Percentage of Scheme Shares Voted*  Number of Scheme Shares voted as a percentage of the issued ordinary share
                                                                                                                                                                          capital entitled to be voted at the Court Meeting*
 FOR**    26                                          86.67                                            62,708,001                     99.96                               57.92
 AGAINST  4                                           13.33                                            24,631                         0.04                                0.02
 TOTAL    30                                          100                                              62,732,632                     100                                 57.94

 

* All percentages have been rounded to two decimal places.

** Any proxy appointments which gave discretion to the Chair have been
included in the vote "For" total.

*** 4 Scheme Shareholders have cast some of their votes "for" and some of
their votes "against" the resolution, and have been counted as having voted
both "for" and "against" the resolution for the purposes of determining the
percentage of Scheme Shareholders who voted.

Voting Results for the General Meeting

The table below sets out the results of the poll conducted at the General
Meeting held on 28 May 2026. Each Van Elle Shareholder present in person or by
proxy was entitled to one vote per Van Elle Ordinary Share held at the Voting
Record Time.

                               FOR*               AGAINST                    % of Van Elle Ordinary Shares voted as a % of the total number of Van Elle

            Ordinary Shares in issue***
                                                                WITHHELD**
 Resolution                    Number      %***   Number  %***  Number***
 To give effect to the Scheme  62,177,445  99.94  35,909  0.06  42,917       57.46

 

* Any proxy appointments which gave discretion to the Chair have been included
in the vote "For" total.

** A vote withheld is not a vote in law and, accordingly, is not counted in
the calculation of the proportion of votes "For" nor "Against" the Resolution.

***All percentages have been rounded to two decimal places.

The total number of Van Elle Ordinary Shares in issue at the Voting Record
Time was 108,274,262. As at the Voting Record Time, no Van Elle Shares were
held in treasury. Therefore, the total voting rights in Van Elle as at the
Voting Record Time were 108,274,262 shares.

FY26 Trading Update

The challenging trading conditions as described during Van Elle's FY26 interim
results, persisted throughout the remainder of FY26, which contributed towards
the Van Elle Group's performance during April being weaker than anticipated.
Adjusted profit before tax for the full year ended April 2026 is now expected
to be below the Van Elle Board's previous expectations.

Next steps and timetable

The outcome of today's meetings means that Conditions 2(A)(i) and 2(B)(i) (as
set out in Part A of Part III of the Scheme Document) have been satisfied.

The Scheme remains subject to the satisfaction (or, where applicable, waiver)
of the remaining Conditions set out in the Scheme Document, including the
sanction of the Scheme by the Court at the Court Hearing which is expected to
be held on 11 June 2026.

The expected timetable of principal events for implementation of
the Scheme remains as set out on page 13 of the Scheme Document. Van Elle
expects that, subject to the satisfaction of (or, where applicable, waiver) of
the Conditions, the Scheme will become Effective in June 2026.

The dates and times given are indicative only and are based on Van
Elle's and STRABAG UK's current expectations and may be subject to change. If
any of the expected dates and/or times set out in the expected timetable
change, then Van Elle will give adequate notice(s) of such changes in an
announcement released through a Regulatory Information Service and by making
such announcement available on Van Elle's website at
https://investors.van-elle.co.uk/offer-for-van-elle.

Enquiries:

 

 Van Elle
 Mark Cutler                                                                    +44 (0) 797 122 1972

Graeme Campbell

                                                                                (via Walbrook)
 Peel Hunt (Financial Adviser, Rule 3 Adviser, Nominated Adviser and Broker to
 Van Elle)
 Ed Allsopp                                                                     +44 (0)20 7418 8900

 Sam Cann

 Tom Graham

Lara Ashmore
 STRABAG UK
 Andrew Dixon                                                                   +44 (0)20 7260 2700

 Simon Wild                                                                     (via Teneo)
 Teneo Financial Advisory Limited (Financial Adviser to STRABAG UK)
 Craig Lukins                                                                   +44 (0)20 7260 2700

 Dom Young
 Walbrook PR Limited

 Tom Cooper                                                                     +44 (0)20 7933 8780

 Nick Rome                                                                      +44 (0)797 122 1972

 

Eversheds Sutherland (International) LLP is acting as legal adviser to Van
Elle. DWF Law LLP is acting as legal adviser to STRABAG UK.

Further information

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.

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

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and the
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or from an independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended). If you are resident in the United
Kingdom or, if not, from an appropriately authorised independent financial
adviser.

Disclaimers

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.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the FCA, is acting as financial adviser and corporate broker
exclusively for Van Elle and for no one else in connection with the
Acquisition and will not be responsible to anyone other than Van Elle for
providing the protections afforded to clients of Peel Hunt nor for providing
advice in connection with the matters referred to herein. Neither Peel
Hunt 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 Peel
Hunt in connection with this announcement, any statement contained herein,
the Acquisition or otherwise.

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. 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. 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 is 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.

Forward-Looking Statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by STRABAG UK and Van Elle, contains statements which
are, or may be deemed to be, "forward-looking statements". Forward-looking
statements are prospective in nature and are not based on historical facts,
but rather on current expectations and projections of the management of
STRABAG UK and Van Elle (as applicable) about future events, and are therefore
subject to risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the forward-looking
statements.

The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on STRABAG UK
and Van Elle (including their future prospects, developments and strategies),
the expected timing and scope of the Acquisition and other statements other
than historical facts. Often, but not always, forward-looking statements can
be identified by the use of forward-looking words such as "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to", "budget",
"projects", "synergy", "strategy", "scheduled", "goal", "estimates",
"forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate",
or "believes", or variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should", "would", "might"
or "will" be taken, occur or be achieved. Forward-looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of STRABAG UK,
Van Elle, any member of the STRABAG Group's or any member of the Van Elle
Group's operations and potential synergies resulting from the Acquisition;
(iii) the effects of global economic conditions and governmental regulation on
the business of any member of the STRABAG Group or any member of the Van Elle
Group; and (iv) the expected timing and scope of the Acquisition. Such
forward-looking statements should therefore be construed in the light of such
factors.

Other than in accordance with their legal or regulatory obligations, neither
STRABAG UK nor Van Elle is under any obligation, and STRABAG UK and Van Elle
expressly disclaim any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

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, 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.

No profit forecasts, profit estimates or quantified benefits statements

No statement in this announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this announcement should be interpreted to mean that earnings or earnings per
share for Van Elle for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per share for
Van Elle.

Electronic communications

Please be aware that addresses, electronic addresses and certain information
provided by Van Elle Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Van Elle may be
provided to STRABAG UK during the Offer Period as requested under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.

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.

Rule 2.9 disclosure

For the purposes of Rule 2.9 of the Takeover Code, Van Elle confirms that, as
at the date of this announcement, it had in issue 108,274,262 ordinary shares
of 2 pence each. The International Securities Identification Number (ISIN) for
the Van Elle Shares is GB00BYX4TP46. There are no Van Elle Shares held in
treasury. The total voting rights in the issued Van Elle Shares, as at the
date of this announcement, is 108,274,262.

Market Abuse Regulation and responsibility

This announcement is deemed by Van Elle and STRABAG UK to contain inside
information for the purposes of article 7 of the Market Abuse Regulation (EU)
596/2014 as amended by regulation 11 of the Market Abuse (Amendment) (EU Exit)
Regulations 2019/310. With the publication of this announcement, this
information is now considered to be in the public domain. The person
responsible for arranging the release of this announcement on behalf of Van
Elle is Graeme Campbell, Chief Financial Officer.

Scheme process

In accordance with Section 5 of Appendix 7 to the Takeover Code, Van Elle
will announce through a Regulatory Information Service key events in
the Scheme process.

 

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