Van Elle Holdings PLC, Re

Facts

Van Elle Holdings Plc, one of the UK's largest geotechnical and ground engineering contractors whose ordinary shares of 2p each are admitted to trading on AIM, applied to the court for sanction of a proposed scheme of arrangement under Part 26 of the Companies Act 2006 between the company and the holders of its ordinary shares, other than shares held by or on behalf of the Bidco Group or held by the company in treasury. The scheme was a standard transfer scheme designed to effect the acquisition of the company by Strabag UK Limited (Bidco), a wholly-owned indirect subsidiary incorporated for the purpose of the acquisition by Strabag SE, an Austrian public company whose shares are admitted to trading on the prime market of the Vienna Stock Exchange. Under the scheme, each scheme shareholder was to receive 52.3p in cash for every scheme share transferred to Bidco, valuing the entire issued share capital at approximately £58.8m and representing a premium of approximately 58.5 per cent on the undisturbed price of 33p at which the shares traded immediately before the offer period commenced on 9 April. The convening order, directing a single class meeting, was made by ICC Judge Greenwood, with permission and directions given on 29 April 2026. At the court meeting, 99.96 per cent by value and 86.67 per cent by number voted in favour. The company then sought sanction.