RESULTS OF COURT MEETING AND GENERAL MEETING

Van Elle Holdings PLC

28 May 2026

 

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

FOR IMMEDIATE RELEASE

28 May 2026

RECOMMENDED CASH ACQUISITION

of

VAN ELLE HOLDINGS PLC 
("Van Elle")

by

STRABAG UK LIMITED
("STRABAG UK")
(a wholly owned indirect subsidiary of STRABAG SE)

RESULTS OF COURT MEETING AND GENERAL MEETING

FY26 TRADING UPDATE

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

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

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

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

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

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

Voting Results for the Court Meeting

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

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

* All percentages have been rounded to two decimal places.

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

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

Voting Results for the General Meeting

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

	FOR*		AGAINST		WITHHELD**	% of Van Elle Ordinary Shares voted as a % of the total number of Van Elle Ordinary Shares in issue***
Resolution	Number	%***	Number	%***	Number***
To give effect to the Scheme	62,177,445	99.94	35,909	0.06	42,917	57.46

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

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

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

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

FY26 Trading Update

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

Next steps and timetable

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

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

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

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

Enquiries:

Van Elle
Mark Cutler Graeme Campbell	[phone] (via Walbrook)
Peel Hunt (Financial Adviser, Rule 3 Adviser, Nominated Adviser and Broker to Van Elle)
Ed Allsopp Sam Cann Tom Graham Lara Ashmore	[phone]
STRABAG UK
Andrew Dixon Simon Wild	[phone] (via Teneo)
Teneo Financial Advisory Limited (Financial Adviser to STRABAG UK)
Craig Lukins Dom Young	[phone]
Walbrook PR Limited
Tom Cooper Nick Rome	[phone] [phone]

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

Further information

This announcement is for information purposes only and is not intended to and does not constitute or form any part of any offer, invitation or the solicitation of an offer to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in Van Elle or STRABAG UK in any jurisdiction in contravention of applicable law.

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

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

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

Disclaimers

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

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser and corporate broker exclusively for Van Elle and for no one else in connection with the Acquisition and will not be responsible to anyone other than Van Elle for providing the protections afforded to clients of Peel Hunt nor for providing advice in connection with the matters referred to herein. Neither Peel Hunt nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

Overseas Shareholders

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

The availability of the Acquisition to Van Elle Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities law of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

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

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

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

Additional information for US investors

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

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

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

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

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

Forward-Looking Statements

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

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

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

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one (1) per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.

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

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one (1) per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

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

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

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

Publication on a website

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

No profit forecasts, profit estimates or quantified benefits statements

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

Electronic communications

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

Requesting hard copy documents

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

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

Rounding

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

Rule 2.9 disclosure

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

Market Abuse Regulation and responsibility

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

Scheme process

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

 

END