Scheme of Arrangement Becomes Effective

Van Elle Holdings PLC

15 June 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

15 June 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)

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

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 has been implemented 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.

On 11 June 2026, Van Elle and STRABAG UK announced that the Court had sanctioned the Scheme to implement the Acquisition.

Scheme Effective

The boards of Van Elle and STRABAG UK are pleased to announce that the Scheme has today become Effective in accordance with its terms, following delivery of a copy of the Scheme Court Order to the Registrar of Companies, and the entire issued ordinary share capital of Van Elle is now owned by STRABAG UK.

Settlement of Consideration

Under the terms of the Scheme, Scheme Shareholders on the register of members of Van Elle at the Scheme Record Time, being 6.00 p.m. on 12 June 2026, are entitled to receive 52.3 pence in cash for every Scheme Share held.

Settlement of consideration to which any Scheme Shareholder is entitled will be effected by the despatch of a cheque to the Scheme Shareholder's specified account (for Scheme Shareholders holding Scheme Shares in certificated form) or the crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in uncertificated form) as soon as practicable and in any event not later than 14 days after the Effective Date, being 29 June 2026, in the manner set out in the Scheme Document.

Board Changes

As the Scheme has now become Effective, as of today's date all of the non-executive directors of Van Elle, being Frank Nelson, David Hurcomb and Charles St John have resigned from the board of Van Elle.

Suspension and cancellation of trading

Trading in Van Elle Shares was suspended with effect from 7.30 a.m. today. Following an application by Van Elle to the London Stock Exchange, the cancellation of the admission to trading of Van Elle Shares on AIM is expected to take effect at 7.00 a.m. on 16 June 2026.

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)
Christopher Nicholls 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.

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.

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. 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.

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.

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.

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.

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.

 

END