Recommended Cash Acquisition of Cordel Group PLC
Summary by AI BETAClose X
OFFER FOR CORDEL GROUP PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
13 May 2026
RECOMMENDED CASH ACQUISITION
of
CORDEL GROUP PLC
by
VOSSLOH AG
Summary
· The board of directors of Cordel Group PLC ("Cordel") and the executive board of Vossloh AG ("Vossloh") are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition by which the entire issued and to be issued share capital of Cordel will be acquired by Vossloh via its wholly-owned subsidiary Vossloh Digital Solutions GmbH ("Bidco").
· Under the terms of the Acquisition, each Scheme Shareholder will receive 12.4 pence in cash for each Cordel Share held.
· The Acquisition values Cordel's existing issued and to be issued share capital at approximately £29 million (on a fully diluted basis).
· It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
· The Acquisition Price represents a premium of approximately:
· 107 per cent. to the Closing Price of 6.0 pence per Cordel Share on 12 May 2026, being the last Business Day prior to this announcement;
· 134 per cent. to Cordel's volume-weighted average share price of 5.3 pence for the three months up to and including 12 May 2026, being the last Business Day prior to this announcement; and
· 100 per cent. to Cordel's volume-weighted average share price of 6.2 pence for the twelve months up to and including 12 May 2026, being the last Business Day prior to this announcement.
Background to and reasons for the Acquisition
· Vossloh's activities span several core segments of the rail sector, including rail fastening systems, switch systems, concrete ties, turnouts and rail infrastructure maintenance services and an increasingly important portfolio of digital technologies for rail network monitoring and optimisation. Its products and solutions form important components of modern freight and passenger rail networks globally. Vossloh has identified digital rail solutions as a strategic priority to complement and extend its core infrastructure and technology offering.
· Cordel offers a differentiated suite of digital asset monitoring and optimisation technologies with established deployment across leading rail networks. Its solutions are currently utilised by major operators, including Amtrak in the United States and Network Rail in the United Kingdom, with further commercial expansion expected in 2026 and 2027.
· Cordel provides LiDAR-based imaging technologies to automate inspection of railway lines. Vossloh believes combining these technologies with Vossloh's existing laser inspection technology will help enable the development of automated track inspection systems with continuous railway line monitoring capabilities.
· In 2025, Cordel and Vossloh developed a joint pilot project in continental Europe in order to assess the technical feasibility of the combination. Vossloh sees significant potential which has been demonstrated by this partnership.
· Vossloh believes that the Acquisition would generate significant strategic and operational benefits for both organisations, including:
· access to large markets, particularly in the United States, where Cordel has established strong digital commercial traction and maintains a promising pipeline of opportunities;
· highly complementary capabilities, combining Vossloh's global infrastructure expertise with Cordel's advanced digital technologies to create a more integrated and differentiated proposition for customers worldwide;
· material synergy potential, leveraging Vossloh's global footprint to accelerate Cordel's expansion across Europe and other international markets while supporting Vossloh's broader digitalisation strategy; and
· alignment in engineering excellence, with Cordel's strong academic and industry partnerships, including with Newcastle University, Australia, closely reflecting Vossloh's values. Vossloh believes that the combination would establish a compelling platform for innovation, delivering enhanced customer value and supporting sustainable long term growth.
· Vossloh believes that Cordel represents an attractive opportunity to accelerate its entry into new markets and geographies, and to build on its position in innovative track solutions to create a more integrated and differentiated proposition for customers worldwide.
Recommendation
· The Cordel Directors, who have been so advised by Strand Hanson as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Cordel Directors, Strand Hanson has taken into account the commercial assessments of the Cordel Directors. Strand Hanson is providing independent financial advice to the Cordel Directors for the purposes of Rule 3 of the Code.
· Accordingly, the Cordel Directors intend unanimously to recommend that Cordel Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting. Certain Cordel Directors and/or their related trusts have provided or procured the giving of irrevocable undertakings in respect of Cordel Shares amounting, in aggregate, to a total of 38,772,861 Cordel Shares, representing approximately 17.9 per cent. of the issued share capital of Cordel on 12 May 2026, being the last Business Day prior to this announcement.
Background to and reasons for the recommendation
· The Cordel Directors believe that Cordel is positioned to deliver future growth and are confident in its prospects as a standalone business. Since 2019, Cordel has offered specialist hardware and software for capturing, analysing and reporting on datasets within the transport sector, employing sophisticated artificial intelligence algorithms, with a particular focus on rail infrastructure analytics. This product-driven model has enabled it to expand in key geographies, winning notable contracts in the US and the UK, transitioning from pilot projects into full production deployment.
· The large multi-year contracts where Cordel focuses its efforts generate substantial revenues and ultimately are expected to unlock significant new geographies, however, the procurement process for contracts in major railway networks is complex and the timescales to revenue can be protracted and unpredictable, which leads to challenges in forecasting revenues and a volatile working capital profile. These dynamics are challenging attributes for a smaller company trading on public markets in the UK and working capital requirements limit Cordel's ability to take full advantage of the opportunities available to Cordel.
· Accordingly, the Cordel Directors believe that, whilst the outlook for its key target markets is favourable, Cordel would need access to meaningful additional growth capital and to strengthen its balance sheet to achieve its strategic goals and reach its full potential. The Cordel Directors do not believe that access to such meaningful additional capital that the Cordel Directors believe would be needed to reach its full potential is readily available to Cordel via the capital markets at a valuation close to the offer price.
· The Cordel Directors believe that Vossloh, as a large and established group, is positioned to provide the necessary resources and support required to accelerate the growth of Cordel's business, whilst also removing the significant costs, regulatory burden and constraints of being a UK publicly quoted company. In addition, the Cordel Directors believe that being part of the Vossloh Group and benefiting from its established global footprint would serve to accelerate its expansion into new markets.
· Furthermore, having given due consideration to Vossloh's intentions regarding Cordel's employees, the Cordel Directors believe that Cordel's workforce will benefit from enhanced future employment opportunities within the combined group, with the confidence that Cordel will have the backing and resources of Vossloh.
· Consequently, the Cordel Directors believe that the offer represents the best opportunity for Cordel to accelerate its growth strategy for the benefit of all stakeholders. In addition, the offer represents an opportunity for Cordel Shareholders to crystallise certain value, in cash, at a highly attractive premium.
· Against this backdrop, and following careful consideration of the merits of the offer, the Cordel Board has determined that the offer is in the best interests of Cordel and Cordel Shareholders as a whole.
Shareholder support
· In addition to the irrevocable undertakings from the Cordel Directors (and/or their related trusts) described above, Vossloh has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from Nicholas Smith, Chris Gorman (and/or their related trusts), New Highland Pty Ltd, Havenwood Pty Ltd and Maven Capital Partners UK LLP in respect of a total of 67,300,596 Cordel Shares representing, in aggregate, approximately 31.0 per cent. of Cordel's issued share capital in issue on 12 May 2026, being the last Business Day prior to this announcement.
· Vossloh has therefore received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of 106,073,457 Cordel Shares representing, in aggregate, approximately 48.9 per cent. of the existing issued share capital of Cordel as at 12 May 2026, being the last Business Day prior to this announcement.
· Further details of these irrevocable undertakings, including the circumstances in which they may lapse, are set out in Appendix 3 to this announcement.
Timetable and Conditions
· It is intended that the Acquisition be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (although Vossloh reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the consent of the Panel and the terms of the Co-operation Agreement).
· The Acquisition is conditional on the approval of Cordel Shareholders and is subject to the further Conditions and terms set out in Appendix 1 to this announcement, and to the full terms and conditions which shall be set out in the Scheme Document.
· The Acquisition shall be put to Scheme Shareholders at the Court Meeting and Cordel Shareholders at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares validly voted. In addition, a special resolution required to implement the Scheme must be passed by Cordel Shareholders representing at least 75 per cent. of votes validly cast at the General Meeting.
· It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the Forms of Proxy, will be published as soon as practicable and in any event within 28 days of this announcement (or such later time as Cordel, Vossloh and the Panel may agree) and the Court Meeting and General Meeting are expected to be held as soon as reasonably practicable thereafter. Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will also be made available following publication on Cordel and Vossloh's websites at www.cordel.ai/investors/ and https://www.vossloh.com/en/offer-for-cordel.
· The Acquisition is currently expected to complete during Q3 2026, subject to the satisfaction of all relevant conditions, including the satisfaction of the NSIA Condition, which relates to clearance being granted under the NS&I Act, and the other Conditions and certain further terms set out in Appendix 1 to this announcement. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document.
Dividends
· The Acquisition Price assumes that Cordel Shareholders shall not receive any dividend, distribution, or other return of value prior to the Scheme becoming effective. If, after the date of this announcement, any dividend and/or other distribution and/or other return of capital is announced, declared, made or paid or becomes payable in respect of the Cordel Shares, Vossloh reserves the right to reduce the consideration payable under the terms of the Acquisition at such date by an amount up to the amount of such dividend and/or distribution and/or return of capital.
Commenting on today's announcement, Oliver Schuster, Chief Executive Officer of Vossloh, said:
"The acquisition of Cordel is a highly attractive opportunity to accelerate our entry into new markets and geographies, while building on our position in innovative rail services. By combining Vossloh's global infrastructure expertise with Cordel's advanced digital technologies for rail network monitoring and optimisation, we will create a more integrated and differentiated proposition for customers worldwide. We look forward to working with the Cordel team to create a compelling platform for innovation and sustainable growth."
Commenting on today's announcement, Ian Buddery, Chair of Cordel, said:
"Cordel has built a strong track record since 2019, deploying sophisticated AI-driven hardware and software that is transforming how railway networks capture, analyse and act on large datasets. Joining Vossloh - an established group with a global footprint - means we can work more closely with Vossloh to do significantly more for our customers through collaborative opportunities, greater investment capacity, broader geographical reach and long-term stability.
We are proud of what we have built together with our customers, and this next chapter is about doing more of it - at greater scale, with greater ambition, and with the right partner."
This summary should be read in conjunction with, and is subject to, the full text of this announcement (including its Appendices). The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 and to the full terms and conditions to be set out in the Scheme Document. Appendix 2 contains the sources and bases of certain information contained in this summary and the following announcement. Appendix 3 contains details of the irrevocable undertakings received by Vossloh. Appendix 4 contains the definitions of certain terms used in this summary and the following announcement.
Enquiries
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Vossloh AG |
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Eric Hauser (Head of M&A and Strategy) Pierre-Henri Bougeant (Head of Digitalization)
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c/o Peel Hunt |
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Peel Hunt LLP (Sole Financial Adviser to Vossloh) |
+44 (0) 20 7418 8900 |
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Sam Cann Lara Ashmore
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Cordel Group PLC |
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Ian Buddery (Chair) John Davis (Chief Executive Officer)
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c/o Strand Hanson |
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Strand Hanson Limited (Sole Financial Adviser and Nominated Adviser to Cordel) |
+44 (0) 20 7409 3494 |
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James Dance Richard Johnson
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Cavendish Capital Markets Limited (Broker to Cordel) |
+44 (0) 20 7220 0500 |
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Marc Milmo Sunila de Silva (Corporate Broking)
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Freshfields LLP is acting as legal adviser to Vossloh in connection with the Acquisition. Bird & Bird LLP is acting as legal adviser to Cordel in connection with the Acquisition.
Important notices relating to Financial Advisers
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively for Vossloh and for no one else in connection with the Acquisition and will not be responsible to anyone other than Vossloh 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.
Strand Hanson Limited ("Strand Hanson"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is acting exclusively as financial adviser and nominated adviser to Cordel and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than Cordel for providing the protections afforded to clients of Strand Hanson or for providing advice in relation to the contents of this announcement or any other matter referred to herein. Neither Strand Hanson nor any of its subsidiaries, branches or affiliates (nor their respective directors, officers, employees or agents) 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 Strand Hanson in connection with this announcement, any statement contained herein or otherwise. No representation or warranty, express or implied, is made by Strand Hanson as to the contents of this announcement.
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as broker to Cordel and no one else in connection with the Acquisition and will not be responsible to anyone other than Cordel for providing the protections afforded to clients of Cavendish or for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Cavendish 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 Cavendish in connection with this announcement, any statement contained herein or otherwise.
Further Information
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Cordel in any jurisdiction in contravention of applicable law.
The Acquisition will be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover 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 decision in respect of the Acquisition (including any vote in respect of the Scheme or other response in relation to the Acquisition) should be made only on the basis on the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document).
Cordel shall prepare the Scheme Document to be distributed to Cordel Shareholders. Cordel and Vossloh urge Cordel Shareholders to read the Scheme Document when it becomes available because it shall contain important information relating to the Acquisition.
This announcement does not constitute a prospectus or prospectus exempted document.
This announcement contains inside information in relation to Cordel for the purposes of Article 7 of the Market Abuse Regulation. The person responsible for arranging the release of this announcement on behalf of Cordel is Ian Buddery, Chair. Cordel's Legal Entity Identifier is 213800ZUBMOCVHSSJC14.
Overseas Shareholders
The release, publication or distribution of this announcement in or into jurisdictions other than the UK or the United States or Australia, and the availability of the Acquisition to Cordel Shareholders who are not resident in the UK or the United States or Australia, may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK 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 Cordel Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy 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 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 for the purposes of complying with laws of England and Wales, the AIM Rules 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 and Wales.
Unless otherwise determined by Vossloh or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from, 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 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 from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.
Copies of this announcement and all documentation relating to the Acquisition will not be and must not be, directly or indirectly, 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 and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction or jurisdictions where to do so would violate the laws in that jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
Additional information for US investors
The Acquisition is being made to acquire the securities of an English company to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Scheme is subject to disclosure and procedural requirements and practices applicable in the UK to schemes of arrangement, which are different from the disclosure requirements of the US tender offer rules and the US proxy solicitation rules. The financial information included in this announcement and the Scheme documentation has been or will have been prepared in accordance with International Financial Reporting Standards 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 US. If Vossloh exercises its right to implement the acquisition of the Cordel Shares by way of a Takeover Offer, such offer will be made in compliance with applicable US laws and regulations.
The receipt of the cash consideration pursuant to the Acquisition by a US holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Cordel Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them.
It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Vossloh and Cordel are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of 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 judgement.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Vossloh or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Cordel Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. Also, in accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Peel Hunt will continue to act as an exempt principal trader in Cordel Shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
Forward looking statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Vossloh and Cordel contain 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 Vossloh and Cordel 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 Vossloh and Cordel, 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 "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "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. Vossloh and Cordel can give no assurance that such expectations will prove to be correct. 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 Vossloh, any member of the Vossloh Group's or Cordel's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Vossloh's, any member of the Vossloh Group's or Cordel's business.
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. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of the other Conditions on the proposed terms and schedule; changes in the global, economic, social, legal, business and competitive environment and in regulatory forces; market related risks such as fluctuation in interest rates and exchange rates; the loss of or damage to one or more major clients; the failure of one or more key suppliers or shortage of raw materials; changes in general and economic business conditions; any epidemic, pandemic or disease outbreak; changes to business strategy; rapid technological change; the loss of or failure to recruit or retain key executives and personnel; the failure to maintain, expand and upgrade operational, financial and management information systems and internal controls in line with growth; failure to contract with customers on the most favourable terms to Vossloh or Cordel (as appropriate); changes to tax (including tax rates) and other legislation in jurisdictions where Vossloh or Cordel operate; and the outcome of pending or future litigation or settlement proceedings. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.
Neither Vossloh nor Cordel, 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. You are cautioned not to place any reliance on these forward-looking statements. The forward-looking statements speak only at the date of this announcement.
Other than in accordance with their legal or regulatory obligations, neither Vossloh or Cordel is under any obligation, and Vossloh or Cordel 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 of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 1% 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(s), 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).
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.
No profit forecasts, estimates or quantified benefits statements
No statement in this announcement is intended, or is to be construed, 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 Cordel for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Cordel. No statement in this announcement is intended as a quantified financial benefits statement for the purposes of the Code.
Publication on website
A copy of this announcement and the documents required to be published by Rule 26 of the Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Vossloh's website at https://www.vossloh.com/en/offer-for-cordel and Cordel's website at www.cordel.ai/investors/ on the Business Day following this announcement. For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this announcement.
Requesting hard copies
Cordel Shareholders may request a hard copy of this announcement by contacting Cordel, via Strand Hanson Limited, on +44 (0) 20 7409 3494, or by submitting a request in writing to Cordel at 10 John Street, London, WC1N 2EB. If calling from outside of the UK, please ensure the country code is used. 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 in relation to the Acquisition are sent to them in hard copy form. Please note that neither Strand Hanson nor the Company can provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
Electronic communications
Please be aware that addresses, electronic addresses and certain other information provided by Cordel Shareholders, persons with information rights and other relevant persons for the receipt of communications from Cordel may be provided to Vossloh during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) 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 tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.
General
Vossloh reserves the right to elect, with the consent of the Panel (where necessary) and subject to the terms of the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such an event, such a Takeover Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme (subject to appropriate amendments to reflect the change in method of implementation and the terms of the Co-operation Agreement).
If the Acquisition is effected by way of a Takeover Offer, and such a Takeover Offer becomes or is declared unconditional and sufficient acceptances are received, Vossloh intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining Cordel Shares in respect of which the Takeover Offer has not been accepted.
Investors should be aware that Vossloh may purchase Cordel Shares otherwise than under any Takeover Offer or the Scheme, including pursuant to privately negotiated purchases with the consent of the Panel (where required).
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 independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
The Acquisition will be subject to English law, the jurisdiction of the Court, and the applicable requirements of the Companies Act, the Code, the Panel, the London Stock Exchange, the AIM Rules and the FCA.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, Cordel confirms that as at the date of this announcement, it has 216,923,230 Cordel Shares in issue and admitted to trading on AIM, the market operated by the London Stock Exchange. Cordel does not hold any shares in treasury. Accordingly, the total number of voting rights in Cordel is currently 216,923,230. The International Securities Identification Number for Cordel Shares is GB00BYZQM590. The LEI number for Cordel is 213800ZUBMOCVHSSJC14.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
13 May 2026
RECOMMENDED CASH ACQUISITION
of
CORDEL GROUP PLC
by
VOSSLOH AG
1. Introduction
The board of directors of Cordel Group PLC ("Cordel") and the executive board of Vossloh AG ("Vossloh") are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition by which the entire issued and to be issued share capital of Cordel will be acquired by Vossloh via its wholly-owned subsidiary Vossloh Digital Solutions GmbH ("Bidco"). It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to be set out in the Scheme Document, Scheme Shareholders at the Scheme Record Time will be entitled to receive:
for each Scheme Share 12.4 pence in cash
The Acquisition values Cordel's entire issued and to be issued share capital at approximately £29 million. The Acquisition Price represents a premium of approximately:
· 107 per cent. to the Closing Price of 6.0 pence per Cordel Share on 12 May 2026, being the last Business Day prior to this announcement;
· 134 per cent. to Cordel's volume-weighted average share price of 5.3 pence for the three months up to and including 12 May 2026, being the last Business Day prior to this announcement; and
· 100 per cent. to Cordel's volume-weighted average share price of 6.2 pence for the twelve months up to and including 12 May 2026, being the last Business Day prior to this announcement.
3. Background to and reasons for the Acquisition
Vossloh's activities span several core segments of the rail sector, including rail fastening systems, switch systems, concrete ties, turnouts and rail infrastructure maintenance services and an increasingly important portfolio of digital technologies for rail network monitoring and optimisation. Its products and solutions form important components of modern freight and passenger rail networks globally. Vossloh has identified digital rail solutions as a strategic priority to complement and extend its core infrastructure and technology offering.
Cordel offers a differentiated suite of digital asset monitoring and optimisation technologies with established deployment across leading rail networks. Its solutions are currently utilised by major operators, including Amtrak in the United States and Network Rail in the United Kingdom, with further commercial expansion expected in 2026 and 2027.
Cordel provides LiDAR-based imaging technologies to automate inspection of railway lines. Vossloh believes combining these technologies with Vossloh's existing laser inspection technology will help enable the development of automated track inspection systems with continuous railway line monitoring capabilities.
In 2025, Cordel and Vossloh developed a joint pilot project in continental Europe in order to assess the technical feasibility of the combination. Vossloh sees significant potential which has been demonstrated by this partnership.
Vossloh believes that the Acquisition would generate significant strategic and operational benefits for both organisations, including:
· access to large markets, particularly in the United States, where Cordel has established strong digital commercial traction and maintains a promising pipeline of opportunities;
· highly complementary capabilities, combining Vossloh's global infrastructure expertise with Cordel's advanced digital technologies to create a more integrated and differentiated proposition for customers worldwide;
· material synergy potential, leveraging Vossloh's global footprint to accelerate Cordel's expansion across Europe and other international markets while supporting Vossloh's broader digitalisation strategy; and
· alignment in engineering excellence, with Cordel's strong academic and industry partnerships, including with Newcastle University, Australia, closely reflecting Vossloh's values. Vossloh believes that the combination would establish a compelling platform for innovation, delivering enhanced customer value and supporting sustainable long term growth.
Vossloh believes that Cordel represents an attractive opportunity to accelerate its entry into new markets and geographies, and to build on its position in innovative track solutions to create a more integrated and differentiated proposition for customers worldwide.
4. Recommendation
The Cordel Directors, who have been so advised by Strand Hanson as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Cordel Directors, Strand Hanson has taken into account the commercial assessments of the Cordel Directors. Strand Hanson is providing independent financial advice to the Cordel Directors for the purposes of Rule 3 of the Code.
· Accordingly, the Cordel Directors intend unanimously to recommend that Cordel Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting. Certain Cordel Directors and/or their related trusts have provided or procured irrevocable undertakings in respect of Cordel Shares amounting, in aggregate, to a total of 38,772,861 Cordel Shares, representing approximately 17.9 per cent. of the issued share capital of Cordel on 12 May 2026, being the last Business Day prior to this announcement.
Strand Hanson has given and not withdrawn its consent to the inclusion in this announcement of reference to its advice to the directors of Cordel in the form and context in which they appear.
5. Background to and reasons for the recommendation
The Cordel Directors believe that Cordel is positioned to deliver future growth and are confident in its prospects as a standalone business. Since 2019, Cordel has offered specialist hardware and software for capturing, analysing and reporting on datasets within the transport sector, employing sophisticated artificial intelligence algorithms, with a particular focus on rail infrastructure analytics. This product-driven model has enabled it to expand in key geographies, winning notable contracts in the US and the UK, transitioning from pilot projects into full production deployment.
The large multi-year contracts where Cordel focuses its efforts generate substantial revenues and ultimately are expected to unlock significant new geographies, however, the procurement process for contracts in major railway networks is complex and the timescales to revenue can be protracted and unpredictable, which leads to challenges in forecasting revenues and a volatile working capital profile. These dynamics are challenging attributes for a smaller company trading on public markets in the UK and working capital requirements limit Cordel's ability to take full advantage of the opportunities available to Cordel.
Accordingly, the Cordel Directors believe that, whilst the outlook for its key target markets is favourable, Cordel would need access to meaningful additional growth capital and to strengthen its balance sheet to achieve its strategic goals and reach its full potential. The Cordel Directors do not believe that access to such meaningful additional capital that the Cordel Directors believe would be needed to reach its full potential is readily available to Cordel via the capital markets at a valuation close to the offer price.
The Cordel Directors believe that Vossloh, as a large and established group, is positioned to provide the necessary resources and support required to accelerate the growth of Cordel's business, whilst also removing the significant costs, regulatory burden and constraints of being a UK publicly quoted company. In addition, the Cordel Directors believe that being part of the Vossloh Group and benefiting from its established global footprint would serve to accelerate its expansion into new markets.
Furthermore, having given due consideration to Vossloh's intentions regarding Cordel's employees, the Cordel Directors believe that Cordel's workforce will benefit from enhanced future employment opportunities within the combined group, with the confidence that Cordel will have the backing and resources of Vossloh.
Consequently, the Cordel Directors believe that the offer represents the best opportunity for Cordel to accelerate its growth strategy for the benefit of all stakeholders. In addition, the offer represents an opportunity for Cordel Shareholders to crystallise certain value, in cash, at a highly attractive premium.
Against this backdrop, and following careful consideration of the merits of the offer, the Cordel Board has determined that the offer is in the best interests of Cordel and Cordel Shareholders as a whole.
6. Dividends
The Acquisition Price assumes that Cordel Shareholders shall not receive any dividend, distribution, or other return of value. If, after the date of this announcement, any dividend and/or other distribution and/or other return of capital is announced, declared, made or paid or becomes payable in respect of the Cordel Shares, Vossloh reserves the right to reduce the consideration payable under the terms of the Acquisition at such date by an amount up to the amount of such dividend and/or distribution and/or return of capital.
7. Irrevocable undertakings
Vossloh has received irrevocable undertakings (including from certain Cordel Directors and/or their related trusts who hold or control Cordel Shares) to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting (and, if the Acquisition is subsequently structured as a Takeover Offer, to accept any Takeover Offer made by Vossloh) in respect of in aggregate 106,073,457 Cordel Shares, representing approximately 48.9 per cent. of the existing issued share capital of Cordel as at 12 May 2026, being the last Business Day before the date of this announcement.
The undertakings from the directors of Cordel (and/or their related trusts) who hold or control shares in Cordel are in respect of, in aggregate, 38,772,861 Cordel Shares representing approximately 17.9 per cent. of Cordel's existing issued share capital. These undertakings will remain binding in the event that a higher competing offer for Cordel is made.
These undertakings also include undertakings from Nicholas Smith, Chris Gorman (and/or their related trusts), New Highland Pty Ltd, Havenwood Pty Ltd and Maven Capital Partners UK LLP in respect of 67,300,596 Cordel Shares representing approximately 31.0 per cent. of Cordel's existing issued share capital. All of these undertakings, other than the irrevocable undertaking, will remain binding in the event that a higher competing offer for Cordel is made, other than the irrevocable undertaking from Maven Capital Partners UK LLP which shall cease to be binding in certain circumstances as set out in Appendix 3.
Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.
8. Information relating to Vossloh and Bidco
Vossloh
Vossloh is a global leader in sustainable rail infrastructure with activities spanning several core segments of the rail sector, including rail fastening systems, switch systems, concrete ties, turnouts and rail infrastructure maintenance services and an increasingly important portfolio of digital technologies for rail network monitoring and optimisation. Its products and solutions form critical components of modern freight and passenger rail networks globally.
Vossloh ranks among the world market leaders in the sector and its products and services are in use in more than 100 countries. Vossloh operates through approximately 100 group companies and has over 60 production locations in 21 countries, with approximately 5,500 employees. Vossloh's activities are organized into three key divisions: Core Components, Customised Modules and Lifecycle Solutions.
In the 2025 financial year, Vossloh generated sales revenues of €1,343.2 million, up 11.0 per cent. from 2024.
Vossloh's headquarters are located in Werdohl, Germany, and the shares are traded on the XETRA trading platform of the Frankfurt Stock Exchange.
Bidco
Bidco is a wholly owned subsidiary of Vossloh which will act as the holding company for Cordel following the Acquisition. Bidco has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition. Bidco is registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Düsseldorf.
9. Information relating to Cordel
Cordel is a provider of advanced hardware and software to the global rail industry, for the capture, processing and analysis of survey-grade digital imagery and point clouds within rail corridors. Cordel's products and services are used by major railways in the UK, Middle East, North America and Australia. Cordel operates through six group companies in three countries with 42 employees.
10. Vossloh's strategic plans and intentions for Cordel
Strategic plans for Cordel
Vossloh has identified digital rail solutions as a strategic priority to complement and extend its core infrastructure and technology offering. Vossloh views Cordel's digital technology offering as a complementary and differentiated part of Vossloh's innovative technology portfolio.
Vossloh's acquisition of Cordel is intended to accelerate growth within both Vossloh and Cordel, while supporting Vossloh's broader digitalisation strategy.
Vossloh therefore intends to continue with Cordel's existing strategy of focusing on railway digital infrastructure through innovation and technology, including through access to high‑growth markets where Cordel has established commercial traction and maintains a promising pipeline of opportunities.
Cordel's technology for track inspection is homologated across three continents and Vossloh intends to leverage both its global footprint and worldwide sales presence to accelerate global awareness of Cordel's digital technology and Cordel's expansion across Europe and other international markets.
Management, employees and research and development
As set out above, Vossloh is committed to growing and supporting Cordel through the next phase of its growth.
Vossloh attaches great importance to the skill, experience and commitment of Cordel's management and employees. Vossloh intends to support the retention of Cordel's existing management team and intends to safeguard existing statutory and contractual employment rights following completion. Vossloh does not intend to make material changes to the headcount, conditions of employment or balance of skills or functions of Cordel's employees and senior management following completion of the Acquisition.
The terms and conditions of Cordel's senior management team's employment may be amended to align with those of equivalent management at Vossloh following completion of the Acquisition, subject to appropriate engagement and consultation with senior management.
The impact of the Acquisition on headcount will be determined as part of a review of Cordel following completion. This review is expected to be completed within 12 months of completion and may result in a small reduction in headcount in non-core functions, which is not expected to be material in the context of Cordel's employee base.
Vossloh does not intend to make any material changes to Cordel's research and development activities and may seek to apply the knowledge from Cordel's existing research and development platform to Vossloh's digital projects.
It is also expected that, upon the Acquisition becoming effective, each of the non-executive directors of the Cordel Board shall resign from their office as a director of Cordel with effect from that date.
Headquarters and headquarter functions, locations, fixed assets and locations of business
Save as set out above, Vossloh does not intend to make changes to Cordel's headquarters or headquarter functions across any of its geographies, or to its fixed assets or locations of business.
Pension schemes
Cordel operates a defined contribution pension scheme. Vossloh does not intend to make any changes to the agreed employer contribution rates in relation to such defined contribution pension scheme following completion.
Management incentivisation arrangements
Vossloh has not entered into, and has not had any discussions on any proposal to enter into, any form of incentivisation arrangements with any members of Cordel's management.
Trading facilities
Cordel Shares are currently admitted to trading on AIM. As set out in paragraph 15, a request will be made to the London Stock Exchange to cancel the trading in Cordel Shares on AIM, with effect shortly after the Effective Date. Following completion of the Acquisition, Vossloh intends to re-register Cordel as a private company.
Rule 19.5
None of the statements in this paragraph 10 are "post offer undertakings" for the purposes of Rule 19.5 of the Code.
11. Financing
The cash consideration payable by Vossloh under the terms of the Acquisition will be funded from existing cash resources.
Peel Hunt, in its capacity as financial adviser to Vossloh, confirms that it is satisfied that sufficient cash resources are available to Vossloh to satisfy in full the cash consideration payable to the Cordel Shareholders under the terms of the Acquisition.
12. Cordel Share Scheme
Participants in the Cordel Share Scheme will be contacted regarding the effect of the Acquisition on their rights under the Cordel Share Scheme and appropriate proposals will be made to such participants in due course. Details of these proposals will be set out in the Scheme Document and in separate letters to be sent to participants in the Cordel Share Scheme.
13. Offer-related arrangements
Confidentiality agreement
Vossloh and Cordel have entered into a mutual Confidentiality Agreement dated 3 February 2026 pursuant to which each of Vossloh and Cordel has undertaken, amongst other things, to: (a) keep confidential information relating to the Acquisition and the other party and not to disclose it to third parties (other than certain permitted parties) unless required by law or regulation; and (b) use the confidential information for the sole purpose of considering, evaluating, negotiating and advising on the Acquisition. These confidentiality obligations remain in force until the earlier of 3 February 2028 and completion of the Acquisition. The agreement also contains provisions pursuant to which each party has agreed not to solicit certain employees of the other party, subject to customary carve-outs, for a period of 12 months following completion of the Acquisition and a standstill provision in favour of Cordel, subject to customary carve-outs, for a period of 6 months from the date of the Confidentiality Agreement.
Co-operation Agreement
Pursuant to the Co-operation Agreement, Vossloh has agreed to use all reasonable endeavours to satisfy the Conditions set out in paragraphs 3 to 6 in Part A of Appendix 1 to this announcement as soon as is reasonably practicable and, in any event, in sufficient time to allow the Effective Date to occur by the Long Stop Date, provided that nothing contained in the Co-operation Agreement shall require a party to take any action with respect to the divestiture of any assets of the Cordel Group or the Vossloh Group, or any combination thereof, that is not conditional on completion of the Acquisition (except as otherwise agreed by the parties).
In addition, Vossloh and Cordel have each agreed to certain related co-operation provisions and obligations in relation to the making of filings to relevant authorities in connection with the Acquisition.
The Co-operation Agreement records the parties' intention to implement the Acquisition by way of the Scheme and set outs the circumstances in which Vossloh may elect to switch from a Scheme to an Offer and the obligations which would apply to Vossloh in such circumstances.
The Co-operation Agreement is capable of termination in certain circumstances, including (but not limited to) if the Acquisition is withdrawn or lapses, a third party announces a firm intention to make an offer for Cordel which completes, becomes effective or becomes unconditional, if prior to the Long-Stop Date (with the consent of the Panel) Vossloh invokes any Condition, Vossloh does not waive a Condition which is incapable of satisfaction by the Long-Stop Date or any Condition which is incapable of waiver is incapable of satisfaction by the Long-Stop Date, if the Cordel Directors withdraw or adversely modify or qualify their recommendation, if the Scheme does not become effective in accordance with its terms by the Long-Stop Date or otherwise as agreed between Vossloh and Cordel.
Pursuant to the terms of the Co-operation Agreement and the requirements of paragraph 3(g)(i) of Appendix 7 to the Code, Vossloh undertakes that it will deliver a notice in writing to Cordel on the Business Day prior to the Scheme Court Hearing confirming either: (i) the satisfaction or waiver of the Conditions (other than the Scheme Conditions (as defined in the Co-operation Agreement) relating to the sanction of the Scheme by the Court and the delivery of a copy of the relevant court order to the Registrar of Companies); or (ii) to the extent permitted by the Panel (if required), that it intends to invoke one or more Conditions.
The Co-operation Agreement also contains provisions that apply in respect of the Cordel Share Scheme.
14. Structure of the Acquisition
It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between Cordel and the Scheme Shareholders, under Part 26 of the Companies Act. The procedure involves, among other things, an application by Cordel to the Court to sanction the Scheme, in consideration for which the Scheme Shareholders will receive cash on the basis described in paragraph 2 above. The purpose of the Scheme is to provide for Vossloh to become the owner of the entire issued and to be issued share capital of Cordel.
The Acquisition is subject to the Conditions and certain further terms referred to in Appendix 1 to this announcement and to the full terms and conditions which will be set out in the Scheme Document when issued. In particular, the Scheme will only become effective if, among other things, the following events occur on or before 11.59 p.m. on the Long-Stop Date:
· a resolution to approve the Scheme is passed by a majority in number of Scheme Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares held by those Scheme Shareholders;
· the Special Resolution necessary to approve and implement the Scheme is passed by the requisite majority of Cordel Shareholders at the General Meeting;
· the satisfaction of the NSIA Condition, which relates to clearance being granted under the NS&I Act;
· following the satisfaction and/or waiver (where applicable) of the other Conditions, the Scheme is sanctioned by the Court (with or without modification, on terms agreed by Vossloh and Cordel); and
· following such sanction, a copy of the Scheme Court Order is delivered to the Registrar of Companies.
Vossloh may only invoke a Condition so as to cause the Acquisition not to proceed, lapse or to be withdrawn with the consent of the Panel. Certain Conditions are not subject to this requirement. Further details are set out in Parts A and B of Appendix 1.
The Scheme shall lapse if:
· the Court Meeting and the General Meeting are not held by the 22nd day after the expected date of such meetings, to be set out in the Scheme Document in due course (or such later date as may be agreed between Vossloh and Cordel);
· the Scheme Court Hearing is not held by the 22nd day after the expected date of such hearing to be set out in the Scheme Document in due course or if no such date is set out in Scheme Document, announced in such manner as is set out in the Scheme Document in due course (or such later date as may be agreed between Vossloh and Cordel); or
· the Scheme does not become effective by no later than 11.59 p.m. on the Long-Stop Date,
provided, however, that the deadlines for the timing of the Court Meeting, the General Meeting and the Scheme Court Hearing as set out above may be waived by Vossloh, and the deadline for the Scheme to become effective may be extended by agreement between Vossloh and Cordel subject to any Panel consent required.
Upon the Scheme becoming effective: (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Cordel Shares will cease to be valid and entitlements to Cordel Shares held within the CREST system will be cancelled. In accordance with the applicable provisions of the Code, the consideration for the transfer of the Scheme Shares to Vossloh will be despatched within 14 days of the Effective Date. Any Cordel Shares (other than any Excluded Shares) issued before the Scheme Record Time will be subject to the terms of the Scheme. The Special Resolution to be proposed at the General Meeting will, amongst other matters, provide that the articles of association of Cordel be amended to incorporate provisions requiring any Cordel Shares issued or transferred after the Scheme Record Time (other than to Vossloh and/or its nominees) to be automatically transferred to Vossloh on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the articles of association of Cordel (as amended) will avoid any person (other than Vossloh and/or its nominees) holding shares in the capital of Cordel after the Effective Date.
The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition and will specify the necessary actions to be taken by Cordel Shareholders. The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting, together with Forms of Proxy, is expected to be published as soon as reasonably practicable and, in any event, within 28 days of this announcement (or such later date that Vossloh and Cordel may, with the consent of the Panel, agree). Subject, amongst other things, to the satisfaction or waiver of the Conditions, it is currently expected that the Scheme will become effective during Q3 2026.
The Scheme will be governed by English law and will be subject to the jurisdiction of the Court. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA, the AIM Rules, the Court and the Registrar of Companies.
15. Delisting and re-registration
Cordel Shares are currently admitted to trading on AIM. It is intended that an application will be made to the London Stock Exchange for the cancellation of trading of the Cordel Shares on AIM, to take effect shortly after the Effective Date.
The last day for dealings in, and registration of transfers of, Cordel Shares on AIM of the London Stock Exchange is expected to be the Business Day immediately prior to the Effective Date and no transfers shall be registered after 6.00 p.m. (London time) on that date.
On the Effective Date, share certificates in respect of Cordel Shares will cease to be valid and entitlements to Cordel Shares held within the CREST system will be cancelled. Cordel Shareholders shall be required to return share certificates to Cordel or destroy them following the Effective Date.
It is also intended that, following the Scheme becoming effective, Cordel will be re-registered as a private company under the relevant provisions of the Companies Act.
16. Disclosure of interests in Cordel relevant securities
Except for the irrevocable undertakings referred to in paragraph 7 above, as at close of business on 12 May 2026 (being the latest practicable date prior to the date of this announcement), neither Vossloh, nor any of the directors of Vossloh or any member of the Vossloh Group, nor, so far as the directors of Vossloh are aware, any person acting in concert (within the meaning of the Code) with Vossloh for the purposes of the Acquisition:
· had any interest in, right to subscribe for, or had borrowed or lent any Cordel Shares or securities convertible or exchangeable into Cordel Shares;
· had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to take delivery of, relevant securities of Cordel;
· had procured an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of relevant securities of Cordel;
· had entered into any financial collateral arrangements of the kind referred to in Note 3 on Rule 4.6 of the Code; or
· is a party to any dealing arrangement of the kind referred to in Note 11 of the definition of acting in concert in the Code, in relation to Cordel Shares or in relation to any securities convertible or exchangeable into Cordel Shares.
In the interests of secrecy prior to this announcement, Vossloh has not made any enquiries in respect of the matters referred to in this paragraph 16 of certain parties who may be deemed by the Panel to be acting in concert with Vossloh for the purposes of the Scheme. Enquiries of such parties will be made as soon as practicable following the date of this announcement and any disclosure in respect of such parties will be included in the Scheme Document.
17. Documents published on a website
Copies of the following documents will, by no later than 12 noon (London time) on the Business Day following this announcement (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), be published on Cordel's website at www.cordel.ai/investors/ and Vossloh's website at https://www.vossloh.com/en/offer-for-cordel until the end of the Offer Period:
· this announcement;
· the Confidentiality Agreement;
· the Co-operation Agreement;
· the irrevocable undertakings referred to in paragraph 7 above and summarised in Appendix 3 to this announcement; and
· the consent letters from Peel Hunt and Strand Hanson.
Neither the content of the website referred to in this announcement, nor any website accessible from any hyperlinks set out in this announcement, is incorporated into or forms part of this announcement.
18. General
Vossloh reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments, including (without limitation) an acceptance condition set (subject to the terms of the Co-operation Agreement) at a level permitted by the Panel.
If the Acquisition is effected by way of a Takeover Offer and such Takeover Offer becomes or is declared unconditional and sufficient acceptances are received, Vossloh intends to: (i) request, via Cordel and its advisers, that the London Stock Exchange cancels admission to trading of Cordel Shares on AIM; and (ii) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Cordel Shares in respect of which the Takeover Offer has not been accepted.
The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 and to the full terms and conditions to be set out in the Scheme Document. Appendix 2 contains the sources and bases of certain information contained in this announcement. Appendix 3 contains details of the irrevocable undertakings received by Vossloh. Appendix 4 contains the definitions of certain terms used in this summary and the following announcement.
The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting, together with Forms of Proxy, is expected to be published as soon as reasonably practicable and, in any event, within 28 days of this announcement (or such later date that Vossloh and Cordel may, with the consent of the Panel, agree).
Peel Hunt (as financial adviser to Vossloh) and Strand Hanson (as financial adviser to Cordel) have each given and not withdrawn their consent to the publication of this announcement with the inclusion of the references to their names in the form and context in which they appear.
Enquiries
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Vossloh AG |
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Eric Hauser (Head of M&A and Strategy) Pierre-Henri Bougeant (Head of Digitalization)
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c/o Peel Hunt |
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Peel Hunt LLP (Sole Financial Adviser to Vossloh) |
+44 (0) 20 7418 8900 |
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Sam Cann Lara Ashmore
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Cordel Group PLC |
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Ian Buddery (Chair) John Davis (Chief Executive Officer)
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c/o Strand Hanson |
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Strand Hanson Limited (Sole Financial Adviser and Nominated Adviser to Cordel) |
+44 (0) 20 7409 3494 |
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James Dance Richard Johnson
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Cavendish Capital Markets Limited (Broker to Cordel) |
+44 (0) 20 7220 0500 |
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Marc Milmo Sunila de Silva (Corporate Broking)
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Freshfields LLP is acting as legal adviser to Vossloh in connection with the Acquisition. Bird & Bird LLP is acting as legal adviser to Cordel in connection with the Acquisition.
Important notices relating to Financial Advisers
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively for Vossloh and for no one else in connection with the Acquisition and will not be responsible to anyone other than Vossloh 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.
Strand Hanson Limited ("Strand Hanson"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is acting exclusively as financial adviser and nominated adviser to Cordel and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than Cordel for providing the protections afforded to clients of Strand Hanson or for providing advice in relation to the contents of this announcement or any other matter referred to herein. Neither Strand Hanson nor any of its subsidiaries, branches or affiliates (nor their respective directors, officers, employees or agents) 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 Strand Hanson in connection with this announcement, any statement contained herein or otherwise. No representation or warranty, express or implied, is made by Strand Hanson as to the contents of this announcement.
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as broker to Cordel and no one else in connection with the Acquisition and will not be responsible to anyone other than Cordel for providing the protections afforded to clients of Cavendish or for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Cavendish 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 Cavendish in connection with this announcement, any statement contained herein or otherwise.
Further Information
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Cordel in any jurisdiction in contravention of applicable law.
The Acquisition will be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover 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 decision in respect of the Acquisition (including any vote in respect of the Scheme or other response in relation to the Acquisition) should be made only on the basis on the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document).
Cordel shall prepare the Scheme Document to be distributed to Cordel Shareholders. Cordel and Vossloh urge Cordel Shareholders to read the Scheme Document when it becomes available because it shall contain important information relating to the Acquisition.
This announcement does not constitute a prospectus or prospectus exempted document.
This announcement contains inside information in relation to Cordel for the purposes of Article 7 of the Market Abuse Regulation. The person responsible for arranging the release of this announcement on behalf of Cordel is Ian Buddery, Chair. Cordel's Legal Entity Identifier is 213800ZUBMOCVHSSJC14.
Overseas Shareholders
The release, publication or distribution of this announcement in or into jurisdictions other than the UK or the United States or Australia, and the availability of the Acquisition to Cordel Shareholders who are not resident in the UK or the United States or Australia, may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK 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 Cordel Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy 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 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 for the purposes of complying with laws of England and Wales, the AIM Rules 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 and Wales.
Unless otherwise determined by Vossloh or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from, 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 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 from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.
Copies of this announcement and all documentation relating to the Acquisition will not be and must not be, directly or indirectly, 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 and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction or jurisdictions where to do so would violate the laws in that jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
Additional information for US investors
The Acquisition is being made to acquire the securities of an English company to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Scheme is subject to disclosure and procedural requirements and practices applicable in the UK to schemes of arrangement, which are different from the disclosure requirements of the US tender offer rules and the US proxy solicitation rules. The financial information included in this announcement and the Scheme documentation has been or will have been prepared in accordance with International Financial Reporting Standards 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 US. If Vossloh exercises its right to implement the acquisition of the Cordel Shares by way of a Takeover Offer, such offer will be made in compliance with applicable US laws and regulations.
The receipt of the cash consideration pursuant to the Acquisition by a US holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Cordel Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them.
It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Vossloh and Cordel are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of 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 judgement.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Vossloh or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Cordel Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. Also, in accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Peel Hunt will continue to act as an exempt principal trader in Cordel Shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
Forward looking statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Vossloh and Cordel contain 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 Vossloh and Cordel 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 Vossloh and Cordel, 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 "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "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. Vossloh and Cordel can give no assurance that such expectations will prove to be correct. 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 Vossloh, any member of the Vossloh Group's or Cordel's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Vossloh's, any member of the Vossloh Group's or Cordel's business.
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. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of the other Conditions on the proposed terms and schedule; changes in the global, economic, social, legal, business and competitive environment and in regulatory forces; market related risks such as fluctuation in interest rates and exchange rates; the loss of or damage to one or more major clients; the failure of one or more key suppliers or shortage of raw materials; changes in general and economic business conditions; any epidemic, pandemic or disease outbreak; changes to business strategy; rapid technological change; the loss of or failure to recruit or retain key executives and personnel; the failure to maintain, expand and upgrade operational, financial and management information systems and internal controls in line with growth; failure to contract with customers on the most favourable terms to Vossloh or Cordel (as appropriate); changes to tax (including tax rates) and other legislation in jurisdictions where Vossloh or Cordel operate; and the outcome of pending or future litigation or settlement proceedings. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.
Neither Vossloh nor Cordel, 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. You are cautioned not to place any reliance on these forward-looking statements. The forward-looking statements speak only at the date of this announcement.
Other than in accordance with their legal or regulatory obligations, neither Vossloh or Cordel is under any obligation, and Vossloh or Cordel 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 of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 1% 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(s), 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).
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.
No profit forecasts, estimates or quantified benefits statements
No statement in this announcement is intended, or is to be construed, 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 Cordel for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Cordel. No statement in this announcement is intended as a quantified financial benefits statement for the purposes of the Code.
Publication on website
A copy of this announcement and the documents required to be published by Rule 26 of the Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Vossloh's website at https://www.vossloh.com/en/offer-for-cordel and Cordel's website at www.cordel.ai/investors/ on the Business Day following this announcement. For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this announcement.
Requesting hard copies
Cordel Shareholders may request a hard copy of this announcement by contacting Cordel, via Strand Hanson Limited, on +44 (0) 20 7409 3494, or by submitting a request in writing to Cordel at 10 John Street, London, WC1N 2EB. If calling from outside of the UK, please ensure the country code is used. 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 in relation to the Acquisition are sent to them in hard copy form. Please note that neither Strand Hanson nor the Company can provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
Electronic communications
Please be aware that addresses, electronic addresses and certain other information provided by Cordel Shareholders, persons with information rights and other relevant persons for the receipt of communications from Cordel may be provided to Vossloh during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) 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 tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.
General
Vossloh reserves the right to elect, with the consent of the Panel (where necessary) and subject to the terms of the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such an event, such a Takeover Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme (subject to appropriate amendments to reflect the change in method of implementation and the terms of the Co-operation Agreement).
If the Acquisition is effected by way of a Takeover Offer, and such a Takeover Offer becomes or is declared unconditional and sufficient acceptances are received, Vossloh intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining Cordel Shares in respect of which the Takeover Offer has not been accepted.
Investors should be aware that Vossloh may purchase Cordel Shares otherwise than under any Takeover Offer or the Scheme, including pursuant to privately negotiated purchases with the consent of the Panel (where required).
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 independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
The Acquisition will be subject to English law, the jurisdiction of the Court, and the applicable requirements of the Companies Act, the Code, the Panel, the London Stock Exchange, the AIM Rules and the FCA.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, Cordel confirms that as at the date of this announcement, it has 216,923,230 Cordel Shares in issue and admitted to trading on AIM, the market operated by the London Stock Exchange. Cordel does not hold any shares in treasury. Accordingly, the total number of voting rights in Cordel is currently 216,923,230. The International Securities Identification Number for Cordel Shares is GB00BYZQM590. The LEI number for Cordel is 213800ZUBMOCVHSSJC14.
Appendix 1
Conditions and Certain Further Terms of the Scheme and the Acquisition
A. Conditions to the Scheme and Acquisition
Long-Stop Date
1. The Acquisition will be conditional upon the Scheme becoming unconditional and becoming effective, subject to the provisions of the Code, by no later than 11.59 p.m. on the Long-Stop Date.
Scheme approval
2. The Scheme will be conditional upon:
(a)
(i) its approval by a majority in number of, representing not less than 75 per cent. in value of the Scheme Shares held by, the Scheme Shareholders who are on the register of members of Cordel (or the relevant class or classes thereof, if applicable) at the Scheme Voting Record Time, present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting (or at any separate class meeting required by the Court, if applicable), or at any adjournment thereof; and
(ii) the Court Meeting (and any separate class meeting required by the Court, if applicable) and any adjournment thereof being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date (if any) as Vossloh may specify, with the agreement of Cordel or, in a competitive situation, with the consent of the Panel, and the approval of the Court if such approval is required);
(b)
(i) all resolutions necessary to approve and implement the Scheme as set out in the notice of the General Meeting (including, without limitation, the Special Resolution) being duly passed by the requisite majority or majorities at the General Meeting or at any adjournment thereof; and
(ii) the General Meeting and any adjournment thereof being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date (if any) as Vossloh may specify, with the agreement of Cordel or, in a competitive situation, with the consent of the Panel, and the approval of the Court if such approval is required); and
(c)
(i) the sanction of the Scheme by the Court without modification or with modification on terms acceptable to Vossloh and Cordel and the delivery of a copy of the Scheme Court Order to the Registrar of Companies; and
(ii) the Scheme Court Hearing being held on or before the 22nd day after the expected date of the Scheme Court Hearing to be set out in the Scheme Document in due course or, if no such date is set out in the Scheme Document, announced in such manner as is described in the Scheme Document in due course (or such later date (if any) as Vossloh may specify, with the agreement of Cordel or, in a competitive situation, with the consent of the Panel, and the approval of the Court if such approval is required).
In addition, Vossloh and Cordel have agreed that the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme effective will not be taken unless such conditions (as amended, if appropriate) have been satisfied or, where relevant, waived:
Official authorisations and regulatory clearances
NSIA Condition
3. Without limitation to Conditions 4, 5 and 6 below, a notification under the NS&I Act having been made and accepted and one of the following having occurred:
(a) confirmation having been received in writing by Vossloh that the Secretary of State in the Cabinet Office ("SoS") will not take any further action in relation to the Acquisition; or
(b) if the SoS issues a call-in notice in relation to the Acquisition:
(i) the SoS having given a final notification under section 26(1)(b) of the NS&I Act containing confirmation that the SoS will take no further action in relation to the call-in notice and the Acquisition under the NS&I Act; or
(ii) the SoS having made a final order pursuant to Section 26(1)(a) of the NS&I Act which allows the Acquisition to proceed on terms reasonably satisfactory to Vossloh (and any restriction on closing having been lifted);
General Third Party official authorisations and regulatory clearances
4. All notifications and applications to and filings with, Third Parties which are necessary or are reasonably considered appropriate by Vossloh having been made, all appropriate waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any relevant jurisdiction having been complied with in each case in connection with the Scheme or Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Cordel or any other member of the Cordel Group by any member of the Vossloh Group or the carrying on by any member of the Cordel Group of any material aspect of its business;
5. No Third Party (as defined below) having intervened and there not continuing to be outstanding any statute, regulation or order of any Third Party in each case which is material in the context of the Vossloh Group or Cordel Group or the Acquisition which would or might reasonably be expected to:
(a) make the Scheme or the Acquisition or, in each case, its implementation or the acquisition or proposed acquisition by the Vossloh or any member of the Vossloh Group of any shares or other securities in, or control or management of, Cordel or any member of the Cordel Group void, illegal, unlawful or unenforceable in any jurisdiction, or otherwise directly or indirectly materially restrain, prevent, prohibit, restrict or delay the same or impose additional material conditions or obligations with respect to the Scheme or the Acquisition or such acquisition, or otherwise materially impede, challenge or interfere with the Scheme or Acquisition or such acquisition, or require material amendment to the terms of the Scheme or Acquisition or the acquisition or proposed acquisition of any Cordel Shares or the acquisition of control or management of Cordel or the Cordel Group by Vossloh or any member of the Vossloh Group;
(b) materially limit or delay, or impose any material limitations on, the ability of any member of the Vossloh Group or any member of the Cordel Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities in, or to exercise voting or management control over, any member of the Cordel Group or any member of the Vossloh Group;
(c) require, prevent or materially delay the divestiture or materially alter the terms envisaged for any proposed divestiture by any member of the Vossloh Group of any shares or other securities in any member of the Cordel Group;
(d) require, prevent or materially delay the divestiture or alter the terms envisaged for any proposed divestiture by any member of the Vossloh Group or by any member of the Cordel Group of all or any portion of their respective businesses, assets or properties or materially limit the ability of any of them to conduct any of their respective businesses or to own or control any of their respective assets or properties or any part thereof;
(e) except pursuant to sections 974 to 991 of the Companies Act, require any member of the Vossloh Group or of the Cordel Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in any member of either group owned by any third party;
(f) materially limit the ability of any member of the Vossloh Group or of the Cordel Group to conduct or integrate or co‑ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Vossloh Group or of the Cordel Group;
(g) except as Disclosed, result in any member of the Cordel Group or the Vossloh Group ceasing to be able to carry on business under any name under which it presently does so; or
(h) otherwise materially adversely affect any or all of the business, assets, profits, financial or trading position or prospects of any member of the Cordel Group or of the Vossloh Group,
and all applicable waiting and other time periods (including any extensions thereof) during which any Third Party could intervene under the laws of any relevant jurisdiction having expired, lapsed or been terminated;
6. All Authorisations which are necessary or are reasonably considered necessary or appropriate by Vossloh in any relevant jurisdiction for or in respect of the Scheme or Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Cordel or any other member of the Cordel Group by any member of the Vossloh Group or the carrying on by any member of the Cordel Group of its business having been obtained, in terms and in a form satisfactory to Vossloh, from all appropriate Third Parties or from any persons or bodies with whom any member of the Cordel Group has entered into contractual arrangements in each case where the absence of such Authorisation would or might be expected to have a material adverse effect on the Cordel Group taken as a whole and all such Authorisations remaining in full force and effect and there being no notice or intimation of any intention to revoke, suspend, restrict, modify or not to renew any of the same;
Certain matters arising as a result of any arrangement, agreement etc.
7. Except as Disclosed there being no provision of any arrangement, agreement, licence, permit, franchise or other instrument to which any member of the Cordel Group is a party, or by or to which any such member or any of its assets is or are or may be bound, entitled or subject or any circumstance, which, in each case as a consequence of the Scheme or Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control of, Cordel or any other member of the Cordel Group by any member of the Vossloh Group, could or might reasonably be expected to result in, (in any case to an extent which is or would be material in the context of the Cordel Group taken as a whole):
(a) any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any member of the Cordel Group being or becoming repayable or capable of being declared repayable immediately or prior to its stated maturity date or repayment date or the ability of any member of the Cordel Group to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn or inhibited;
(b) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Cordel Group or any such mortgage, charge or other security interest (wherever created, arising or having arisen) becoming enforceable;
(c) any such arrangement, agreement, licence, permit, franchise or instrument, or the rights, liabilities, obligations or interests of any member of the Cordel Group thereunder, being, or becoming capable of being, terminated or adversely modified or affected or any adverse action being taken or any onerous obligation or liability arising thereunder;
(d) any asset or interest of any member of the Cordel Group being or falling to be disposed of or charged or ceasing to be available to any member of the Cordel Group or any right arising under which any such asset or interest could be required to be disposed of or could cease to be available to any member of the Cordel Group otherwise than in the ordinary course of business;
(e) any member of the Cordel Group ceasing to be able to carry on business under any name under which it presently does so;
(f) the creation of material liabilities (actual or contingent) by any member of the Cordel Group;
(g) the rights, liabilities, obligations or interests of any member of the Cordel Group under any such arrangement, agreement, licence, permit, franchise or other instrument or the interests or business of any such member in or with any other person, firm, company or body (or any arrangement or arrangements relating to any such interests or business) being terminated or adversely modified or affected; or
(h) the financial or trading position or the prospects or the value of any member of the Cordel Group being prejudiced or adversely affected,
and, except as Disclosed, no event having occurred which, under any provision of any such arrangement, agreement, licence, permit or other instrument to which any member of the Cordel Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would be reasonably likely to result in any of the events or circumstances which are referred to in paragraphs (a) to (h) of this Condition 7 in any case to an extent which is or would be material in the context of the Cordel Group taken as a whole;
8. Since 30 June 2025 and except as Disclosed no member of the Cordel Group having:
(a) issued or agreed to issue, or authorised the issue of, additional shares of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold any shares out of treasury, other than as between Cordel and wholly‑owned subsidiaries of Cordel or any shares issued or shares transferred from treasury or otherwise upon the vesting of awards or ordinary course exercise of any options granted under the Cordel Share Scheme or the grant of any option under the Cordel Share Scheme;
(b) purchased or redeemed or repaid any of its own shares or other securities or reduced or made any other change to any part of its share capital;
(c) recommended, declared, paid or made any dividend or other distribution whether payable in cash or otherwise or made any bonus issue (other than to Cordel or a wholly‑owned subsidiary of Cordel);
(d) except as between Cordel and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, made or authorised any change in its loan capital;
(e) merged with, demerged or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged, charged or created any security interest over any assets or any right, title or interest in any assets (including shares in any undertaking and trade investments) or authorised the same;
(f) except for transactions between Cordel and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Cordel, issued or authorised the issue of, or made any change in or to, any debentures or incurred or increased any indebtedness or liability (actual or contingent) which in any case is material in the context of the Cordel Group taken as a whole or in the context of the Acquisition;
(g) entered into, varied, or authorised any material agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which:
(i) is of a long term, onerous or unusual nature or magnitude or which is reasonably likely to involve an obligation of such nature or magnitude; or
(ii) is reasonably likely to restrict the business of any member of the Cordel Group; or
(iii) is other than in the ordinary course of business;
(h) other than pursuant to the Acquisition and except as between Cordel and its wholly-owned subsidiaries or between such wholly-owned subsidiaries entered into, implemented, effected or authorised any merger, demerger, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement in respect of itself or another member of the Cordel Group which in any case is material in the context of the Cordel Group taken as a whole;
(i) entered into or materially varied the terms of, or made any offer that remains open for acceptance to enter into or materially vary, any contract, agreement or arrangement with any of the directors or senior executives of any member of the Cordel Group;
(j) taken any corporate action or had any legal proceedings instituted or threatened against it or petition presented or order made for its winding‑up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any material part of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction;
(k) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;
(l) waived or compromised any claim, otherwise than in the ordinary course of business and which is material in the context of the Cordel Group taken as a whole;
(m) save as required in connection with the Acquisition, made any alteration to its memorandum or articles of association;
(n) made or agreed or consented to:
(i) any material change:
(A) to the terms of the trust deeds constituting the pension scheme(s) established by any member of the Cordel Group for its directors, employees or their dependants; or
(B) the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder; or
(C) the basis on which qualification for, or accrual or entitlement to such benefits or pensions are calculated or determined; or
(D) the basis upon which the liabilities (including pensions) or such pension schemes are funded, valued or made,
in each case, which has or would reasonably be expected to have an effect that is material in the context of the Cordel Group taken as a whole or in the context of the Acquisition, or
(ii) any change to the trustees of the person(s) including the appointment of a trust corporation;
(o) proposed, agreed to provide or modified the terms of any share option or share incentive scheme (including the Cordel Share Scheme) or other benefit relating to the employment or termination of employment of any person employed by the Cordel Group; or
(p) entered into any agreement, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this Condition 8;
No adverse change, litigation or regulatory enquiry
9. Since 30 June 2025 and except as Disclosed:
(a) there having been no adverse change or deterioration in the business, assets, financial or trading positions or profit or prospects of any member of the Cordel Group which in any case is material in the context of the Cordel Group taken as a whole or in the context of the Acquisition;
(b) no contingent or other liability of any member of the Cordel Group having arisen or become apparent or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position, profits or operational performance of any member of the Cordel Group to an extent which is material in the context of the Cordel Group taken as a whole or in the context of the Acquisition;
(c) no steps having been taken and no omissions having been made which would result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Cordel Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would have a material adverse effect on the Cordel Group taken as a whole or is material in the context of the Acquisition;
(d) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Cordel Group is or may become a party (whether as plaintiff, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Cordel Group which in any case is or would be material in the context of the Cordel Group taken as a whole or in the context of the Acquisition;
(e) (other than as a result of the Acquisition) no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened, announced, implemented, instituted by or against or remaining outstanding against or in respect of any member of the Cordel Group which in any case is or would be material in the context of the Cordel Group taken as a whole or in the context of the Acquisition;
(f) other than with the consent of Vossloh, no action having been taken or proposed by any member of the Cordel Group, or having been approved by Cordel Shareholders or consented to by the Panel, which falls or would fall within or under Rule 21.1 of the Code; and
(g) no member of the Cordel Group having conducted its business in material breach of any applicable laws and regulations which in any case is material in the context of the Cordel Group taken as a whole or in the context of the Acquisition.
No discovery of certain matters
10. Except as Disclosed, Vossloh not having discovered:
(a) that any financial or business or other information concerning the Cordel Group announced publicly and delivered by or on behalf of Cordel through a Regulatory Information Service prior to the date of this announcement is misleading or contains any misrepresentation of fact or omits to state a fact necessary to make any information contained therein not misleading and which was not subsequently corrected before the date of this announcement by disclosure either publicly or otherwise to Vossloh or its professional advisers to an extent which in any case is material in the context of the Cordel Group taken as a whole or in the context of the Acquisition;
(b) that any member of the Cordel Group is subject to any liability (actual or contingent) and which in any case is material in the context of the Cordel Group taken as a whole or in the context of the Acquisition;
(c) any information which affects the import of any information Disclosed at any time by or on behalf of any member of the Cordel Group to an extent which is material in the context of the Cordel Group taken as a whole or in the context of the Acquisition;
(d) that any past or present member of the Cordel Group has not complied in any material respect with applicable legislation or regulations of any jurisdiction with regard to the use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health, or otherwise relating to environmental matters or the health and safety of any person, or that there has otherwise been any such use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission (whether or not this constituted a non‑compliance by any person with any legislation or regulations and wherever the same may have taken place) which, in any case, would be likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Cordel Group which in any case is material in the context of the Cordel Group taken as a whole or in the context of the Acquisition;
(e) that there is, or is likely to be, any material liability, whether actual or contingent, to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Cordel Group or any other property or any controlled waters under any environmental legislation, regulation, notice, circular, order or other lawful requirement of any relevant authority or third party or otherwise which in any case is material in the context of the Cordel Group taken as a whole or in the context of the Acquisition; or
(f) that circumstances exist whereby a person or class of persons would be likely to have a claim in respect of any product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present member of the Cordel Group which is or would be material in the context of the Cordel Group taken as a whole or in the context of the Acquisition;
Anti-corruption, sanctions and criminal property
11. Vossloh not having discovered other than as Disclosed that:
(a) (i) any past or present member, director, officer or employee of the Cordel Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the UK Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, the UK Economic Crime and Corporate Transparency Act ("ECCTA"), or any other applicable anti‑corruption, anti-bribery or anti-fraud law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks or (ii) any person that performs or has performed services for or on behalf of the Cordel Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, the ECCTA or any other applicable anti-corruption, anti-bribery or anti-fraud law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks; or
(b) (i) any asset of any member of the Cordel Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule, or regulation concerning money laundering or proceeds of crime or (ii) any member of the Cordel Group is found to have engaged in activities constituting money laundering under any applicable law, rule, or regulation concerning money laundering; or
(c) any past or present member, director, officer or employee of the Cordel Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any conduct which would violate applicable economic sanctions or dealt with, made any investments in, made any funds or assets available to or received any funds or assets from: (i) any government, entity or individual in respect of which US, UK or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US, UK or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or the UK Office of Financial Sanctions Implementation; or (ii) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the US, the European Union or any of its member states save that this shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable Blocking Law; or
(d) any past or present member, director, officer or employee of the Cordel Group, or any other person for whom any such person may be liable or responsible (i) has engaged in conduct which would violate any relevant anti-terrorism laws, rules, or regulations, including but not limited to the US Anti-Terrorism Act; (ii) has engaged in conduct which would violate any relevant anti-boycott law, rule, or regulation or any applicable export controls, including but not limited to the Export Administration Regulations administered and enforced by the US Department of Commerce or the International Traffic in Arms Regulations administered and enforced by the US Department of State; (iii) has engaged in conduct which would violate any relevant laws, rules, or regulations concerning human rights, including but not limited to any law, rule, or regulation concerning false imprisonment, torture or other cruel and unusual punishment, or child labour; or (iv) is debarred or otherwise rendered ineligible to bid for or to perform contracts for or with any government, governmental instrumentality, or international organisation or found to have violated any applicable law, rule, or regulation concerning government contracting or public procurement; or
(e) a member of the Cordel Group has engaged in any transaction which would cause Vossloh to be in breach of any law or regulation upon its acquisition of Cordel relating to anti-corruption, sanctions and criminal property, including the economic sanctions of the United States Office of Foreign Assets Control, the UK Office of Financial Sanctions Implementation or any other relevant government authority.
For the purpose of these Conditions:
(i) "Authorisations" means authorisations, orders, grants, recognitions, determinations, certificates, confirmations, consents, licences, clearances, rulings, judgements, provisions and approvals, in each case, of a Third Party.
(ii) "Blocking Law" means (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union); or (ii) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996, as it forms part of assimilated UK law by virtue of the European Union (Withdrawal) Act 2018, as amended.
(iii) "Third Party" means any central bank, government, government department or governmental, quasi‑governmental, supranational, statutory, regulatory, environmental or investigative or employee representative body, court, agency, association, organisation, arbitrator, arbitral tribunal, institution, authority (including any antitrust or merger control authority or any national, supranational, federal, state, municipal or other governmental authority, entity, agency, commission, court or instrumentality (or other sub-division thereof) exercising executive, legislative, judicial, regulatory or administrative functions) or professional or environmental body or any other person or body whatsoever in any relevant jurisdiction, including, for the avoidance of doubt, the Panel.
(iv) a Third Party shall be regarded as having "intervened" if it has decided to take, institute, initiate, issue, enforce, implement or threaten any action, proceeding, suit, investigation, enquiry, injunction or reference or made, proposed, promulgated or enacted any statute, regulation, decision, law or order or taken any measures or other steps or required any action to be taken or information to be provided or otherwise having done anything and "intervene" shall be construed accordingly.
B. Waiver and invocation of the Conditions
1. Subject to the requirements of the Panel, Vossloh reserves the right in its sole discretion to waive all or any of the Conditions set out in Part A of this Appendix 1 except Conditions 2(a)(i), 2(b)(i) and 2(c)(i) which cannot be waived. The deadlines in any of Conditions 1, 2(a)(ii), 2(b)(ii) and 2(c)(ii) may be extended to such later date as may be agreed in writing by Vossloh and Cordel (with the consent of the Panel and/or approval of the Court, if such consent and/or approval is required). If any of Conditions 1, 2(a)(ii), 2(b)(ii) and 2(c)(ii) is not satisfied by the deadline specified in the relevant Condition, Vossloh shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked the relevant Condition, waived the relevant deadline or agreed with Cordel to extend the relevant deadline.
2. Subject to paragraph 3(g) of Appendix 7 to the Code, Vossloh shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 3 to 11 in Part A of this Appendix 1 by a date earlier than the Long-Stop Date, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are, at such earlier date, no circumstances indicating that any Condition may not be capable of fulfilment.
3. Subject to paragraph 4 below, under Rule 13.5(a) of the Code, Vossloh may only invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel will normally only give its consent if the circumstances which give rise to the right to the invoke the Condition are of material significance to Vossloh in the context of the Acquisition. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise.
4. The Conditions set out in paragraphs 1 and 2 of Part A of this Appendix 1 (and any Takeover Offer acceptance condition adopted on the basis specified in Part C of this Appendix 1) will not be subject to Rule 13.5(a) of the Code.
5. Any Condition that is subject to Rule 13.5(a) of the Code may be waived by Vossloh.
6. The Scheme will not become effective unless the Conditions have been fulfilled or (to the extent capable of waiver) waived or, where appropriate, have been determined by Vossloh to be or remain satisfied by no later than the Long-Stop Date.
7. If the Panel requires Vossloh to make an offer or offers for any Cordel Shares under the provisions of Rule 9 of the Code, Vossloh may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.
8. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.
C. Implementation by way of Takeover Offer
Vossloh reserves the right to elect to implement the Acquisition by way of a Takeover Offer, subject to the Panel's consent and (where relevant) to the terms of the Co-operation Agreement. In such event, such Takeover Offer will be implemented on the same terms and conditions, so far as applicable, as those which would apply to the Scheme subject to appropriate amendments to reflect the change in method of effecting the Acquisition, including (without limitation and subject to the consent of the Panel) an acceptance condition that is set at 90 per cent. (or such other percentage (being more than 50 per cent.) as Vossloh may decide (subject to the Panel's consent)) of the shares to which such Takeover Offer relates.
D. Certain further terms of the Acquisition
1. Cordel Shares will be acquired by Vossloh with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and other third party rights of any nature whatsoever and together with all rights attaching to them as at the date of this announcement or subsequently attaching or accruing to them, including the right to receive and retain, in full, all dividends and other distributions (if any) declared, made, paid or payable, or any other return of capital made, on or after the date of this announcement.
2. If, on or after the date of this announcement and prior to the Acquisition becoming effective, any dividend and/or other distribution and/or other return of capital is announced, declared, made or paid or becomes payable in respect of the Cordel Shares, Vossloh reserves the right (without prejudice to any right of Vossloh to invoke Condition 8(c) in Part A of this Appendix 1), to reduce the consideration payable under the terms of the Acquisition for the Cordel Shares by an amount up to the amount of such dividend and/or distribution and/or return of capital, in which case any reference in this announcement or in the Scheme Document to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. To the extent that any such dividend and/or distribution and/or other return of capital is announced, declared, made or paid or is payable and it is: (i) transferred pursuant to the Acquisition on a basis which entitles Vossloh to receive the dividend or distribution and to retain it; or (ii) cancelled, the consideration payable under the terms of the Acquisition will not be subject to change in accordance with this paragraph. Any exercise by Vossloh of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.
3. The Acquisition will be subject, inter alia, to the Conditions and certain further terms which are set out in this Appendix 1 and those terms which will be set out in the Scheme Document and such further terms as may be required to comply with the AIM Rules and the provisions of the Code.
4. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements. Further information in relation to Overseas Shareholders will be contained in the Scheme Document.
5. This announcement and any rights or liabilities arising hereunder, the Acquisition, the Scheme, and the Forms of Proxy will be governed by English law and be subject to the jurisdiction of the courts of England and Wales. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the AIM Rules and the FCA.
Appendix 2
Bases and Sources
In this announcement, unless otherwise stated or the context otherwise requires, the following sources and bases have been used:
1. The value attributed to the existing issued and to be issued share capital of Cordel is based upon the 216,923,230 Cordel Shares in issue on 12 May 2026 and the 17,170,278 Cordel Shares which are the subject of options granted under the Cordel Share Scheme as at the Last Practicable Date.
2. Unless otherwise stated, the financial information on Vossloh is extracted (without material adjustment) from Vossloh's Annual Report and Accounts for the year ended 31 December 2025.
3. Unless otherwise stated, all prices for the Cordel Shares are the Closing Price for the particular date(s) concerned.
4. The Closing Price on any particular date is taken from the AIM appendix to the Daily Official List.
5. The volume-weighted average prices of Cordel Shares for the periods stated up to and including 12 May 2026, are derived from Bloomberg's daily volume-weighted average price data.
6. Certain figures included in this announcement have been subject to rounding adjustments.
Appendix 3
Details of Irrevocable Undertakings
Vossloh has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of 106,073,457 Cordel Shares representing, in aggregate, approximately 48.9 per cent. of the existing issued share capital of Cordel.
1. Directors
The following Cordel Directors (and/or their related trusts) have provided or procured irrevocable undertakings to vote (or, where applicable, procure the voting) in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept, or procure the acceptance of, such offer) in respect of their own registered and beneficial holdings of Cordel Shares (and/or those Cordel Shares over which they have control) of a total of 38,772,861 representing, in aggregate, approximately 17.9 per cent. of Cordel Shares in issue on 12 May 2026 (being the last Business Day prior to this announcement):
|
Name |
Total Number of |
Percentage of existing issued share capital |
|
Ian Buddery |
10,181,626 |
4.7 |
|
Aaron Hoye |
25,593,750 |
11.8 |
|
John Davis |
821,367 |
0.4 |
|
Jonathan Macleod |
2,176,118 |
1.0 |
|
Total |
38,772,861 |
17.9 |
|
* The figures listed in this table do not include any Cordel Shares that the Cordel Directors and/or their related trusts may acquire prior to the Effective Date pursuant to the vesting or exercise, as the case may be, of certain options/awards granted under the Cordel Share Scheme, which would also be subject to the relevant irrevocable undertakings upon issue and allotment. |
||
These irrevocable undertakings also extend to any Cordel Shares acquired by such Cordel Directors (and/or their related trusts) as a result of the vesting of awards or the exercise of options under the Cordel Share Schemes.
The irrevocable undertakings referred to in this paragraph 1 will remain binding in the event that a higher competing offer for Cordel is made and will cease to be binding on the earlier of the following occurrences:
(a) Vossloh announces, with the consent of the Panel, that it does not intend to make or proceed with the Acquisition and no new, revised or replacement Scheme or Offer is announced in accordance with Rule 2.7 of the Code at the same time;
(b) the Offer or Scheme lapses or is withdrawn and no new, revised or replacement Scheme or Offer has been announced, in accordance with Rule 2.7 of the Code, in its place or is announced, in accordance with Rule 2.7 of the Code, within five Business Days of such lapse or withdrawal;
(c) the Scheme or Offer has not, in accordance with the requirements of the Code, become effective or become or been declared unconditional in accordance with the requirements of the Code prior to the Long-Stop Date provided that the Scheme or Offer shall not be treated as having failed to become effective or be declared unconditional as a result of Vossloh exercising its right in accordance with the Code to implement the Acquisition by way of an Offer rather than by way of Scheme or vice versa; or
(d) any competing offer to acquire control (as defined in the Code) of Cordel is made which becomes or is declared unconditional or otherwise becomes effective.
2. Shareholders
In addition to the Cordel Directors listed above (and/or their related trusts), the following Cordel Shareholders (and/or their related trusts) have either provided or procured irrevocable undertakings to vote (or, where applicable, procure the voting) in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept, or procure the acceptance of, such offer) in respect of their own registered and beneficial holdings of Cordel Shares (and/or those Cordel Shares over which they have control) amounting to a total of 67,300,596 Cordel Shares representing, in aggregate, approximately 31.0 per cent. of Cordel Shares in issue on 12 May 2026 (being the last Business Day prior to this announcement):
|
Name |
Total Number of |
Percentage of existing issued share capital |
|
Nicholas Smith |
25,593,750 |
11.8 |
|
Maven Capital Partners UK LLP |
16,431,611 |
7.6 |
|
Havenwood Pty Ltd |
10,634,999 |
4.9 |
|
Chris Gorman |
10,000,236 |
4.6 |
|
New Highland Pty Ltd |
4,640,000 |
2.1 |
|
Total |
67,300,596 |
31.0 |
The irrevocable undertakings referred to in this paragraph 2 will cease to be binding in the same circumstances as set out above in relation to the Cordel Directors.
The irrevocable undertaking from Maven Capital Partners UK LLP will also cease to be binding at 11.59 p.m. on the fourteenth day following the date that a higher competing offer for Cordel is made where the consideration payable is entirely in cash, and on terms which represent an improvement of at least 10 per cent. over the value of the consideration available under the Acquisition as at the date on which such offer is made (the Higher Competing Offer), unless prior to the time that this undertaking would otherwise lapse, Vossloh, or a subsidiary of Vossloh, has announced a new or revised offer for Cordel which represents an improvement over the value of the consideration under the Higher Competing Offer.
All of the other irrevocable undertakings referred to in this paragraph 2 will remain binding in the event that a higher competing offer for Cordel is made.
Appendix 4
Definitions
The following definitions apply throughout this announcement unless the context requires otherwise.
|
"£", "Sterling", "pence" or "p" |
the lawful currency of the UK |
|
"Acquisition" |
the direct or indirect cash acquisition of the entire issued and to be issued share capital of Cordel by Vossloh to be implemented via Bidco by way of the Scheme or (should Vossloh so elect, subject to the consent of the Panel) by way of the Takeover Offer |
|
"Acquisition Price" |
the consideration payable pursuant to the Acquisition, being 12.4 pence per Scheme Share |
|
"AIM" |
AIM, a market operated by the London Stock Exchange |
|
"AIM Rules" |
the rules governing the admission to, and operation of, AIM as set out in the AIM Rules for Companies published by the London Stock Exchange from time to time |
|
"Authorisations" |
means authorisations, orders, grants, recognitions, determinations, certificates, confirmations, consents, licences, clearances, rulings, judgements, provisions and approvals, in each case, of a Third Party |
|
"Bidco" |
Vossloh Digital Solutions GmbH |
|
"Blocking Law" |
means (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union); or (ii) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996, as it forms part of assimilated UK law by virtue of the European Union (Withdrawal) Act 2018, as amended |
|
"Business Day" |
a day, other than a Saturday, Sunday, public holiday or bank holiday, on which banks are generally open for normal business in the City of London |
|
"Cabinet Office" |
the UK Government Cabinet Office |
|
"Cordel" |
Cordel Group plc, a company incorporated in England and Wales with registered number 11098701 |
|
"Cordel Board" |
the board of directors of Cordel at the time of this announcement or, where the context so requires, the directors of Cordel from time to time |
|
"Cordel Directors" |
the directors of Cordel at the time of this announcement or, where the context so requires, the directors of Cordel from time to time |
|
"Cordel Group" |
Cordel and its subsidiary undertakings and, where the context permits, each of them |
|
"Cordel Shareholders" |
the registered holders of Cordel Shares from time to time |
|
"Cordel Share Scheme" |
the Cordel Enterprise Management Incentive Plan approved and adopted by Cordel on 13 November 2018 |
|
"Cordel Shares" |
the existing unconditionally allotted or issued and fully paid ordinary shares of £0.01 each in the capital of Cordel and any further such ordinary shares which are unconditionally allotted or issued before the Scheme becomes effective |
|
"Closing Price" |
the closing middle market price of a Cordel Share as derived from the AIM appendix to the Daily Official List on any particular date |
|
"Code" |
the City Code on Takeovers and Mergers |
|
"Companies Act" |
the Companies Act 2006, as amended from time to time |
|
"Conditions" |
the conditions to the implementation of the Acquisition (including the Scheme) as set out in Appendix 1 to this announcement and to be set out in the Scheme Document |
|
"Confidentiality Agreement" |
the mutual confidentiality agreement dated 3 February 2026 between Vossloh and Cordel entered into in connection with the Acquisition and further details of which are set out in paragraph 13 of this announcement |
|
"Co-operation Agreement" |
the co-operation agreement entered into on or around the date of this announcement between Vossloh and Cordel in connection with the Acquisition and further details of which are set out in paragraph 13 of this announcement |
|
"Court" |
the High Court of Justice of England and Wales |
|
"Court Meeting" |
the meeting(s) of the Scheme Shareholders to be convened by order of the Court pursuant to section 896 of the Companies Act, notice of which will be set out in the Scheme Document, for the purpose of considering and, if thought fit, approving the Scheme, including any adjournment thereof |
|
"CREST" |
the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755)) in respect of which Euroclear UK & International Limited is the Operator (as defined in such regulations) in accordance with which securities may be held and transferred in uncertificated form |
|
"Dealing Disclosure" |
has the same meaning as in Rule 8 of the Code |
|
"Disclosed" |
information which has been fairly disclosed by or on behalf of Cordel: (i) in the annual report and accounts of the Cordel Group for the financial year ended on 30 June 2025; (ii) in this announcement; (iii) in any other public announcement to a Regulatory Information Service by, or on behalf of, Cordel prior to the date of this announcement; (iv) in writing prior to the date of this announcement by or on behalf of Cordel to Vossloh (or its officers, employees, agents or advisers in their capacity as such); |
|
"ECCTA" |
the UK Economic Crime and Corporate Transparency Act 2023, as amended from time to time |
|
"Effective Date" |
the date upon which the Acquisition becomes effective in accordance with its terms |
|
"European Union" |
international organization comprising 27 European countries and governing common economic, social, and security policies |
|
"Excluded Shares" |
(i) any Cordel Shares beneficially owned by Vossloh or any other member of the Vossloh Group; (ii) any Cordel Shares held in treasury by Cordel; and (iii) any other Cordel Shares which Vossloh and Cordel agree will not be subject to the Scheme |
|
"Forms of Proxy" |
the forms of proxy in connection with each of the Court Meeting and the General Meeting, which shall accompany the Scheme Document |
|
"FCA" |
the Financial Conduct Authority of the United Kingdom, acting in its capacity as the competent authority for the purposes of FSMA |
|
"FSMA" |
the Financial Services and Markets Act 2000 |
|
"General Meeting" |
the general meeting of Cordel to be convened in connection with the Scheme, notice of which will be set out in the Scheme Document, including any adjournment thereof |
|
"Last Practicable Date" |
12 May 2026 |
|
"London Stock Exchange" |
London Stock Exchange plc |
|
"Long-Stop Date" |
13 February 2027, or such later date: (i) as may be agreed between Vossloh and Cordel and, if required, the Panel may allow; or (ii) as the Panel may direct under Note 3 on Section 3 of Appendix 7 to the Code, and as the Court may approve (if such approval is required) |
|
"NSIA Condition" |
the Condition set out at paragraph 3 of Part A of Appendix 1 |
|
"NS&I Act" |
the National Security and Investment Act 2021 together with its secondary legislation, associated regulatory rules and any legislation amending, augmenting or replacing the same from time to time, as amended on the date of this Agreement |
|
"Opening Position Disclosure" |
an announcement under Rule 8 of the Code containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the offer held at the start of the offer period |
|
"Offer Period" |
the offer period (as defined by the Code) relating to Cordel, which commenced as at the date of this announcement |
|
"Overseas Shareholders" |
Cordel Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom or the United States or Australia |
|
"Panel" |
the UK Panel on Takeovers and Mergers |
|
"Peel Hunt" |
Peel Hunt LLP |
|
"Registrar of Companies" |
the Registrar of Companies in England and Wales |
|
"Regulatory Information Service" |
any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements |
|
"Restricted Jurisdiction" |
any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to Cordel Shareholders in that jurisdiction |
|
"Scheme" |
the scheme of arrangement proposed to be made under Part 26 of the Companies Act between Cordel and the Scheme Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by Cordel and Vossloh |
|
"Scheme Court Hearing" |
the hearing of the Court to sanction the Scheme under Part 26 of the Companies Act |
|
"Scheme Court Order" |
the order of the Court sanctioning the Scheme under Part 26 of the Companies Act |
|
"Scheme Document" |
the document to be sent to (among others) Cordel Shareholders containing and setting out, among other things, the full terms and conditions of the Scheme and containing the notices convening the Court Meeting and General Meeting |
|
"Scheme Record Time" |
the time and date specified in the Scheme Document, by reference to which entitlement to vote on the Scheme will be determined, expected to be 6.00 p.m. London time on the Business Day immediately prior to the Effective Date (or such other date as Vossloh and Cordel may agree) |
|
"Scheme Shareholders" |
holders of Scheme Shares |
|
"Scheme Shares" or "Scheme Share" |
all Cordel Shares: (a) in issue as at the date of the Scheme Document; (b) (if any) issued after the date of the Scheme Document and prior to the Scheme Voting Record Time; and / or (c) (if any) issued on or after the Scheme Voting Record Time and before the Scheme Record Time, either on terms that the original or any subsequent holders thereof shall be bound by the Scheme or in respect of which the holders thereof shall have agreed in writing to be bound by the Scheme, but in each case other than the Excluded Shares |
|
"Scheme Voting Record Time" |
the time and date specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined |
|
"SoS" |
UK Secretary of State in the Cabinet Office |
|
"Special Resolution" |
the special resolution to be proposed by Cordel at the General Meeting in connection with, among other things, the approval of the Scheme and the alteration of Cordel's articles of association and such other matters as may be necessary to implement the Scheme and the delisting of the Cordel Shares |
|
"Strand Hanson" |
Strand Hanson Limited |
|
"Takeover Offer" or "Offer" |
if (subject to the consent of the Panel and subject to and in accordance with the terms of the Co-operation Agreement) Vossloh elects to effect the Acquisition by way of a takeover offer (as defined in Chapter 3 of Part 28 of the Companies Act), the offer to be made by or on behalf of Vossloh to acquire the issued and to be issued share capital of Cordel on the terms and subject to the conditions to be set out in the related offer document |
|
"Third Party" |
any central bank, government, government department or governmental, quasi‑governmental, supranational, statutory, regulatory, environmental or investigative or employee representative body, court, agency, association, organisation, arbitrator, arbitral tribunal, institution, authority (including any antitrust or merger control authority or any national, supranational, federal, state, municipal or other governmental authority, entity, agency, commission, court or instrumentality (or other sub-division thereof) exercising executive, legislative, judicial, regulatory or administrative functions) or professional or environmental body or any other person or body whatsoever in any relevant jurisdiction, including, for the avoidance of doubt, the Panel |
|
"UK" or "United Kingdom" |
the United Kingdom of Great Britain and Northern Ireland |
|
"United Nations" |
the global intergovernmental organization established by the signing of the UN Charter on 26 June 1945 comprising 193 member states, dedicated to maintaining international peace, security, and co-operation |
|
"United States of America", "United States" or "US" |
the United States of America, its territories and possessions, any state of the United States and the District of Columbia |
|
"US Exchange Act" |
the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder |
|
"Vossloh" |
Vossloh AG, a company incorporated under the laws of Germany, registered in the Commercial Register of the Iserlohn District Court under HRB 5292 and with its registered office at Vosslohstrasse 4, 58791 Werdohl, Germany |
|
"Vossloh Group" |
Vossloh and its subsidiary undertakings |
For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking", "associated undertaking" have the meanings given by the Companies Act.
References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this announcement. All references to time in this announcement are to London time unless otherwise stated.
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