LONDON – Van Elle Holdings PLC (AIM:VANL) on Thursday agreed to a £58.8 million recommended cash takeover by STRABAG UK LIMITED, a subsidiary of Austrian construction group STRABAG SE, as the UK ground engineering specialist bows to subdued investor sentiment and the rising cost of its public listing.
The offer of 52.3 pence per share represents a 58.5% premium to Van Elle’s closing price of 33.0 pence on April 8, the last business day before the announcement. It also marks a 49.5% premium to the six-month volume-weighted average price and a 45.9% premium to the 12-month average.
Van Elle’s board unanimously recommended the deal, which will be implemented through a court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act. The transaction values the AIM-listed company’s fully diluted share capital at approximately £58.8 million.
“The potential for a sustained and material improvement in the valuation of Van Elle shares is likely to be limited in the near term,” the Van Elle board said in a statement, citing illiquid trading and subdued appetite for smaller UK-quoted companies. The board added that the cost and resources required to maintain its AIM listing had become “excessive for the size of the Van Elle Group.”
Van Elle, which joined London’s junior market in 2016, has recently built a stronger presence in the energy and water sectors – markets its directors consider higher-growth and less cyclical. However, the board concluded that near-term share price performance was unlikely to reflect the group’s fundamental value.
For STRABAG UK, the acquisition supports the parent group’s “WORK ON PROGRESS” growth strategy, which emphasises vertical integration and diversification across markets. STRABAG UK said Van Elle’s ground engineering expertise would complement its existing civil engineering offering, particularly in residential, water, energy and transport sectors, creating cross-selling opportunities and revenue synergies.
The deal comes after Van Elle’s board began exploring strategic alternatives in the second half of 2025. Following discussions with multiple parties, it received a proposal from STRABAG UK on Feb. 12, 2026.
STRABAG has secured irrevocable undertakings to vote in favour of the scheme from Van Elle directors and major shareholders Rockwood Strategic Plc and NR Holdings Limited, representing in aggregate approximately 17.6% of the company’s issued share capital. It has also received letters of intent from Otus Capital Management and Peter Gyllenhammar AB, taking total committed support to around 45.0% of Van Elle’s share capital.
The scheme document is expected to be published within 28 days, with the deal targeted to become effective by the end of June 2026. Van Elle said it does not intend to pay any dividend before the effective date; if any distribution is declared, STRABAG UK reserves the right to reduce the offer price accordingly.
Peel Hunt is acting as financial adviser to Van Elle. The takeover is subject to approval by scheme shareholders and the court, with STRABAG UK reserving the right to implement the acquisition as a takeover offer subject to Panel consent.
Commenting on the Acquisition, Andrew Dixon and Simon Wild, Joint Managing Directors of STRABAG UK, said: “The acquisition of Van Elle is an important step in STRABAG SE’s growth strategy, strengthening our position as a vertically integrated market leader in construction services. Van Elle brings a highly regarded ground engineering and geotechnical platform with an established UK market position that complements our existing operations, and we look forward to continuing to deliver for Van Elle’s customer base. We are confident that the combination will drive additional value through our complementary client relationships and end markets.”
Commenting on the Acquisition, Frank Nelson, Chairman of Van Elle said: “Formed in 1984, Van Elle is one of the UK’s largest specialist geotechnical engineering contractors. Across its diverse end markets including residential and housing, infrastructure and regional construction, the Van Elle Group is proud to have delivered over 1,000 projects over the previous financial year.
Van Elle’s life as a quoted company is a short part of that history, however a period containing some significant global events. While strongly positioned in a number of key markets, broader sector and macro-economic issues have impacted value creation opportunities. Given the ongoing cycle, the Van Elle Board believes that the offer not only represents a significant premium, it also provides shareholders with the certainty of cash consideration and Van Elle’s customer base with a supportive sector specialist owner focused on developing its product offering.
On behalf of the Van Elle Board, I would like to acknowledge the part played by colleagues throughout the Van Elle Group to the development of the business, and offer my sincere thanks and appreciation for their ongoing hard work and continued commitment to the delivery of our strategic objectives.”