Updated Timeline for Cordel Group plc Acquisition by Vossloh AG Set for August 2026 Completion

Initial Agreement and Regulatory Milestones Achieved

On 13 May 2026, Cordel Group plc announced the recommended cash acquisition by Vossloh AG after both companies’ boards agreed on the transaction terms. The acquisition is structured as a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006, a common UK takeover mechanism. Vossloh, a German-listed rail technology and infrastructure company, is acquiring Cordel via its wholly owned subsidiary Vossloh Digital Solutions GmbH, highlighting a strategic emphasis on digital rail solutions.

The transaction has successfully passed all necessary approvals. Cordel published the full scheme document on 8 June 2026 outlining the acquisition terms. Shareholders approved the scheme on 30 June 2026 with the required majorities at the Court and General Meetings. On 10 July 2026, Vossloh and Cordel confirmed that the NSIA Condition, a critical regulatory requirement, was satisfied, removing a key condition precedent. These milestones indicate smooth progress toward completion.

Revised Timetable and Expected August 2026 Completion

The announcement on 24 July 2026 details the updated schedule. The Scheme Court Hearing, where the Court will sanction the scheme, is set for 11 August 2026. The last day to trade and register transfers of Cordel shares on AIM is 12 August 2026. The Scheme Record Time, determining entitlement to consideration, is 6:00 p.m. on 12 August 2026, coinciding with disabling Cordel shares in the CREST settlement system.

The scheme’s effective date is expected on 13 August 2026, when the Court order takes effect and the acquisition becomes legally binding. Trading in Cordel shares on AIM will be suspended by 7:30 a.m. on 13 August 2026. The only change from the previous timetable is the cancellation of Cordel’s AIM admission will occur at 7:00 a.m. on 14 August 2026, instead of 7:30 a.m., reflecting an administrative refinement without affecting the completion date.

Shareholder Payment and Settlement Process

Following the effective date on 13 August 2026, cash consideration will be settled with Cordel shareholders per the scheme terms. The announcement states that cheques and CREST settlements will be dispatched within 14 days after the effective date, consistent with UK scheme of arrangement norms, providing shareholders clarity on payment timing.

Shareholders must be registered on Cordel’s member register by close of business on 12 August 2026 to receive payment by the settlement date. CREST holders will have their shares disabled at 6:00 p.m. on 12 August 2026, with consideration credited to their CREST accounts accordingly. The scheme document published on 8 June 2026 contains full details on consideration and settlement mechanics and should be reviewed by shareholders.

Long Stop Date and Remaining Conditions

The Long Stop Date for completing the acquisition is 13 February 2027, serving as the final deadline unless both parties agree to extend it with Takeover Panel and Court approval. This customary provision ensures certainty for all parties. The anticipated effective date of 13 August 2026 provides a comfortable buffer ahead of this deadline.

All dates and times remain indicative and subject to change. Both companies commit to informing shareholders of any timetable adjustments via Regulatory Information Service announcements and updates on Cordel’s website at https://cordel.ai/offer-for-cordel/ and Vossloh’s website at https://www.vossloh.com/en/offer-for-cordel. Shareholders should monitor these sources for updates prior to the effective date.

Cordel Group’s Business and Strategic Acquisition Importance

Although detailed information on Cordel’s operations is not provided, this transaction strategically combines Cordel with Vossloh AG, a German multinational rail technology and infrastructure leader. The acquisition through Vossloh Digital Solutions GmbH indicates Cordel’s digital expertise and offerings are strategically valuable to Vossloh’s broader rail and transportation digital solutions portfolio.

The recommended acquisition, supported by both companies’ boards, reflects management’s view of the deal as value-accretive and strategically advantageous. Shareholder approval with requisite majorities confirms investor confidence. The cash consideration structure offers Cordel shareholders immediate liquidity and certainty of value, distinguishing it from share-for-share deals.

Advisers and Governance Supporting the Transaction

The acquisition is backed by experienced financial and legal advisers. Strand Hanson Limited serves as sole financial adviser and nominated adviser to Cordel, with Cavendish Capital Markets Limited as broker. Peel Hunt LLP acts as sole financial adviser to Vossloh. Legal counsel is provided by Bird & Bird LLP for Cordel and Freshfields LLP for Vossloh. This advisory framework ensures high professional standards and market confidence.

Strand Hanson’s role as nominated adviser underscores Cordel’s AIM listing compliance under AIM Rules and the Takeover Code. All acquisition announcements are made via a Regulatory Information Service, ensuring transparency. The governance, including Court sanction, provides multiple layers of shareholder protection and fairness oversight.

Shareholder Guidance and Information Access

Cordel shareholders who have not reviewed the scheme document should do so promptly. Published on 8 June 2026, it details acquisition terms, consideration, and shareholder rights. It also includes proxy forms for voting at the Court Hearing that determines scheme approval.

Shareholders with inquiries should contact Cordel’s nominated adviser, Strand Hanson Limited, at +44 (0) 20 7409 3494 or visit https://cordel.ai/offer-for-cordel/. Shareholders with tax or financial concerns are advised to seek independent professional advice before the effective date, especially regarding tax treatment of the cash consideration.

Restrictions and Considerations for Overseas Shareholders

The announcement highlights restrictions on distributing transaction documents and information in certain overseas jurisdictions. The acquisition is conducted solely via the English law scheme of arrangement, subject to English Courts’ jurisdiction. This may limit participation or information access for overseas shareholders, particularly in the United States and other countries.

Shareholders outside the UK, US, or Australia should understand applicable legal and regulatory requirements. Overseas securities laws may affect voting rights at the Court Meeting. Non-compliance with legal restrictions could breach securities laws. Overseas shareholders are strongly encouraged to obtain independent legal advice before acting on the acquisition.

Administrative Update and Forward-Looking Statements

The 24 July 2026 announcement represents an administrative timetable update rather than a material change to transaction terms. The cancellation time adjustment from 7:30 a.m. to 7:00 a.m. on 14 August 2026 streamlines administrative procedures without affecting shareholder entitlements or economic benefits. This reflects careful management of a complex, multi-jurisdictional transaction.

Both companies include forward-looking statement disclaimers noting that dates and timelines are indicative and subject to risks such as completion uncertainties, economic conditions, regulatory changes, market fluctuations, client or supplier losses, technological shifts, and potential litigation. These standard disclaimers highlight inherent transaction uncertainties. Shareholders should consider these factors when assessing completion prospects.