Case Nos: CA-2025-001485 - [2025] EWCA Civ 1108

Yodel is a home delivery and logistics company. Its ultimate owners were formerly Sir Frederick and Sir David Barclay, but on 13 February 2024 the second defendant, YDLGP Limited (“YDLGP”), bought Yodel’s issued share capital for £1. Yodel had been incurring large losses. Its audited accounts report losses of more than £48 million in 2023 and in excess of £171 million in 2022. The accounts also state that, as at 31 December 2023, Yodel had net liabilities of some £258 million and net current liabilities of some £120 million.

YDLGP had been incorporated shortly before its purchase of Yodel with the first defendant, Mr Jacob Corlett, as its sole shareholder and director. Mr Corlett is also the founder of the group of companies to which Shift belongs. Mr Corlett has explained that the group has developed a platform known as the “Shift Platform” which assists with the logistics of managing deliveries.

It appears that, when YDLGP acquired Yodel, Mr Corlett was intending to merge the two companies’ businesses. In the event, however, Yodel’s issued shares were transferred to JLL, again for £1, pursuant to a sale and purchase agreement which Mr Corlett signed on YDLGP’s behalf on 21 June 2024. The third party, Mr Michael Hancox, was the only shareholder and director of JLL, which was newly incorporated.

As I have said, Yodel disputes the authenticity of the Warrant Instrument. Assuming, however, that it is genuine, it was executed shortly before the sale to JLL was concluded. Warrant certificates issued in accordance with the Warrant Instrument record that Shift is entitled to subscribe for up to 1,469,795,088 ordinary shares of £0.0001 each in Yodel at a price of £0.0001 per share and that Corja has the right to subscribe for 341,813,276 such shares on the same basis. Corja is another company wholly owned by Mr Corlett.

During the remainder of 2024, with Mr Hancox as Yodel’s chief executive officer, the company obtained financial support from the InPost group (“InPost”). InPost is headquartered in Poland, but its ultimate parent, InPost SA, is listed on the Amsterdam Stock Exchange. It provides logistics and parcel delivery services, focusing particularly on automated parcel lockers. According to its 2024 annual report, it had net assets of more than PLN 2.45 billion (or €576 million) at the end of 2024.

By the end of 2024, InPost had invested about £25 million in convertible loan notes in JLL. In the early months of this year, InPost provided further financing by way of such notes, with the result that by the end of March its total exposure to JLL exceeded £100 million. On 17 April, the notes were converted and, in consequence, InPost became the owner of 95.5% of JLL’s issued shares.

By then, InPost had developed a “transformation plan” for Yodel. A Powerpoint summary of the plan, updated to 10 April 2025, showed that, on an “EBITDA” (i.e. earnings before interest, tax, depreciation and amortisation) basis, Yodel would continue to make large monthly losses up to and including June (by which stage losses since the beginning of 2025 would have amounted to £44.4 million), but that in the remainder of the year the company would break even or make a small profit each month. The improvement was to be achieved through “More volume”, “Introduction of operational initiatives to improve [cost per parcel]”, “Identification of synergies and efficiencies within Overheads” and “Closure of 5 Service Centres”. As was explained in the Powerpoint slides, “synergies created through the combination of Yodel with InPost’s other businesses” were central to the plan. It was anticipated that, by the end of 2025, exceptional costs in excess of £25 million would have been incurred. The closure of depots was expected to involve upfront costs of more than £5.5 million, and £2.5 million was budgeted for branding costs.

On 7 January 2025, however, Shift and Corja had sought to exercise the rights to subscribe for shares in Yodel which they say were granted to them by the Warrant Instrument. If the shares which they claim were issued to them, Shift and Corja would (acting together) become the majority shareholders in Yodel. As Mr Corlett has explained in a witness statement, “Shift’s warrant on its own accounted for 59.5% [of Yodel’s issued share capital]”.

The present proceedings were initiated by Yodel on 5 December 2024. On 5 February 2025, however, Shift counterclaimed for specific performance of the warrant on which it relies. In March, Corja, too, asserted a counterclaim based on Yodel’s failure to issue shares in accordance with the Warrant Instrument.

Following InPost’s acquisition of control of JLL, Shift and Corja each applied, on 9 May 2025, for an injunction to restrain Yodel from proceeding with the “transformation plan”. The draft order included the following:

“Pursuant to section 37(1) of the Senior Courts Act 1981, until the sealing of an order following the trial of the Preliminary Issue, the Claimant [i.e. Yodel] shall not conduct its business otherwise than in the ordinary course and in particular shall not, without the consent of the Applicants:

a.

Incur a liability outside of the ordinary course of business of £50,000 or more;

b.

Dispose of any asset with a market value of £25,000 or more;

c.

Enter into any commitment (save in respect of employment) with a duration of six months or more;

d.

Terminate the employment of any employees of the Claimant save for gross misconduct;

e.

Register, approve or otherwise permit the transfer of any shares in the Claimant;

f.

Permit its business, or any material part of its business, to be transferred to InPost S.A., PayPoint or any company associated with Inpost S.A. or PayPoint;

g.

Permit or facilitate the transfer of any of its customers to, or the transfer to or recruitment of any of its employees by, InPost S.A., PayPoint or any company associated with Inpost S.A. or PayPoint;

h.

Alter the branding of Yodel or otherwise permit the business of Yodel to be used to advertise the business of InPost S.A., PayPoint or any company associated with Inpost S.A. or PayPoint;

i.

Merge or otherwise combine the business or any of its operations with those of InPost S.A., PayPoint or any company associated with Inpost S.A. or PayPoint.”

Yodel gave undertakings over the period during which the applications were pending. These prevented it from, among other things, taking on new debt obligations outside the ordinary course of business, terminating employment contracts and making changes to the “Yodel” brand.

As I have mentioned, the Judge dismissed Shift’s and Corja’s applications for injunctions. However, he directed the trial on an expedited basis of the following preliminary issue:

“whether the Claimant [i.e. Yodel] is obliged to allot and issue the following shares to Shift Global and Corja … , and what relief (if any) the court should order … :

a.

To Shift Global, 1,469,795,088 fully paid ordinary shares or 44% of the issued share capital in the Claimant on a fully diluted basis (whichever is the higher).

b.

To Corja, 341,813,276 fully paid ordinary shares or such number of shares as represents 10% of the issued share capital in the Claimant on a fully diluted basis (whichever is the higher)”.

The trial of that issue is now listed to come on for hearing in a five-day window starting on 27 October 2025 with a time estimate of seven days.