Business
Publication and Posting of Scheme Document
Cordel Group PLC announced the publication of its Scheme Document regarding the recommended cash acquisition by Vossloh AG, to be effected by a Scheme of Arrangement. The Scheme Document details the terms and conditions of the acquisition and has been sent to Cordel Shareholders. The Court Meeting and General Meeting to vote on the Scheme are scheduled for June 30, 2026. The Cordel Directors unanimously recommend that shareholders vote in favour of the Scheme. Irrevocable undertakings have been received for approximately 48.9% of Cordel's issued share capital. The Scheme is expected to become Effective in Q3 2026, subject to the satisfaction of all conditions. Disclaimer*
About this update from Cordel Group Plc
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY RESTRICTED JURISDICTION OR WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. FOR IMMEDIATE RELEASE 8 June 2026 RECOMMENDED CASH ACQUISITION of CORDEL GROUP PLC by VOSSLOH AG (via its wholly-owned subsidiary Vossloh Digital Solutions GmbH) to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006 Publication and posting of Scheme Document Introduction On 13 May 2026, the board of directors of Cordel Group plc ("Cordel") and the executive board of Vossloh AG ("Vossloh"), announced they had reached agreement on the terms and conditions of a recommended cash acquisition by Vossloh, via its wholly-owned subsidiary Vossloh Digital Solutions GmbH ("Bidco") of the entire issued, and to be issued, ordinary share capital of Cordel (the "Acquisition"). It was also announced that the Acquisition would be implemented by means of a Court-sanctioned scheme of arrangement between Cordel and the Scheme Shareholders under Part 26 of the Companies Act 2006 (the "Scheme") and be subject to the terms and conditions set out in the scheme document relating to the Acquisition (the "Scheme Document"). Capitalised terms used in this announcement, unless otherwise defined, have the meaning given to them in the Scheme Document. All references to times in this announcement are to London (United Kingdom) times unless stated otherwise. Publication of Scheme Document Cordel is pleased to announce that the Scheme Document has now been published and the Scheme Document together with the related Forms of Proxy will be sent to Cordel Shareholders other than Cordel Shareholders in certain Restricted Jurisdictions and, for information only, to persons with information rights in Cordel and holders of options under the Cordel Share Scheme. The Scheme Document sets out, amongst other things, a letter from the Chair of Cordel, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notice of the Shareholder Meetings and details of the actions to be taken by Cordel Shareholders. The Scheme Document is being made available free of ch...