The former owner of Yodel attempted to block the takeover by InPost by presenting forged documents

The Yodel acquisition was one of the most significant business events this year for InPost. The company invested over PLN 500 million (GBP 104m) in the British entity, acquiring shares that gave it 100% of the voting rights at the general meeting of shareholders. The goal? To conquer the UK logistics market.

Before the takeover by InPost, Yodel was facing severe financial difficulties. In 2022 and 2023, the company posted losses exceeding GBP 200 million. In practice, the company, still owned by Jacob Corlett at the time, was on the brink of bankruptcy. In 2024, it was acquired by Judge Logistics, controlled by Michael Hancox – the entity that InPost ultimately invested in. Corlett, however, claimed the acquisition was invalid. He argued that his companies could exercise warrants granting him full ownership of Yodel.

A legal dispute erupted, which has now been resolved by the UK court. The verdict: InPost remains the owner of Yodel, and Corlett falsified documents.

The Yodel dispute: How it unfolded

First, a key concept: a warrant is a financial instrument giving the holder the right (but not the obligation) to subscribe for shares of a company in the future at a predetermined price. If exercised, the company issues new shares, diluting existing shareholders. Warrants are commonly used in startup financing or as a way to secure investors’ interests. Their issuance must comply with strict legal requirements.

Mr. Corlett claimed that in June 2024, when he was the sole director, Yodel properly issued warrants for a large number of shares. These were allocated to Shift Global, Corja (a vehicle owned by Corlett), and several managers and advisors. If exercised, these warrants would have granted beneficiaries more than 70% of Yodel’s shares – effectively regaining control of the company even after its sale.

The problem: Yodel was sold on June 21, 2024, for a nominal GBP 1. The sale agreement guaranteed that the buyer acquired 100% of the company’s shares in a fully diluted capital structure – meaning no warrants, options, or other rights to future share issues existed.

The Court’s findings

Court documents obtained by XYZ show that the UK court examined in detail whether the warrants genuinely existed and were signed before the sale. This involved reviewing documents, file metadata, paper, signatures, witness statements, and the parties’ post-transaction behavior. The conclusion was clear: there is no credible evidence that these warrants were legally in effect at the time of Yodel’s sale. The documents appeared only later, were not disclosed to the buyer, and some alleged beneficiaries were unaware of their supposed rights.

The court concluded that the most likely scenario is that the disputed documents were created or materially altered after Mr. Corlett lost control of the company, then backdated by “someone”. Such a construction could not produce legal effects.

Moreover, even if the warrants had been signed in June 2024, they would have been invalid or unenforceable. Yodel was effectively insolvent at the time. The court noted that a director in such circumstances has a duty primarily to creditors, not to take actions that massively dilute capital and favor related parties.

As a result, the court dismissed claims by Shift and Corja to force the issuance of shares. Mr. Corlett’s attempt to regain control of Yodel via warrants failed.

Mr. Corlett forged Yodel documents

A central question was whether the warrant certificates were indeed prepared and signed in June 2024, when Yodel passed to the new owner, or if they were created later and retroactively legalized.

The court analyzed the alleged forgery in detail. Key findings: none of the disputed warrants were disclosed during the sale; they were unknown to the buyer, Judge Logistics; and even more importantly – they did not appear in early pre-litigation filings attempting to block the takeover.

The court stated that the documents only “materialized” after Mr. Corlett lost control and a conflict with the new owner arose. The purported beneficiaries were unaware of them.

The court noted that if someone receives an instrument granting millions of shares, they usually know it - and act accordingly.

Technical expert evidence revealed differences in the paper used for different prints, inconsistencies between copies, and – most importantly – differences in digital file metadata, indicating that the documents were prepared gradually, not before June 2024, when Mr. Corlett no longer controlled Yodel.

…and his mother’s signature

The court also scrutinized signatures allegedly made by Mr. Corlett and his mother, an accountant from the Isle of Man. While careful, the court explicitly stated it did not trust the explanation regarding the timing and circumstances of the signatures. Witnesses gave inconsistent accounts of where, when, and why the documents were signed.

The court concluded that the documents presented by Mr. Corlett were false. The findings? These documents were created later and backdated. Mr. Corlett forged his mother’s signature on them. In fact, Mr. Corlett was deemed a highly unsatisfactory witness.

The court noted that Mr. Corlett, a highly intelligent man capable of thinking quickly and offering alternative explanations, ultimately could not clarify key issues. The documents were not limited to firsthand evidence; they included extensive commentary, arguments, and opinions.

Use of false documents

The court also found that Mr. Corlett used false documents. The judge added that although there was no direct evidence that the documents had been prepared in August 2024 rather than June 2024, there was abundant evidence making the claim of June 11 signing extremely unlikely. That’s why they cannot be considered authentic.

Consequently, the court dismissed Mr. Corlett’s counterclaim, ruling that the documents he submitted were not genuine.

Previously, the UK Supreme Court had rejected Mr. Corlett’s request to block Yodel’s restructuring. Companies linked to him sought to temporarily prevent InPost from implementing changes post-acquisition. The company itself stated it would pursue claims relating to “alleged payment orders and amounts owed to Yodel.”

The Yodel takeover story

InPost CEO Rafał Brzoska declared that his company would invest GBP 600 million in the UK. One-sixth of this sum was used to purchase 95.5% of Yodel’s shares, giving InPost 100% of voting rights at the general meeting. PayPoint retained a 4.5% stake. The acquisition made InPost the third-largest logistics player in the UK, handling over 300 million parcels annually, surpassing DPD and DHL–FedEx, while Royal Mail and EVRi remained larger.

Post-acquisition, InPost’s network covers 18,000 outlets, including 10,000 parcel lockers, making it the largest in the UK. InPost also captured more than 50% of out-of-home deliveries.

InPost and Yodel had already collaborated. In October 2024, they signed a joint delivery agreement, with Yodel couriers collecting parcels from InPost lockers and delivering them to customers’ homes. By year-end, InPost lent Yodel GBP 25 million, later settled as part of the acquisition, and a second GBP 81 million loan was converted into shares, enabling InPost to take full ownership of the British logistics operator.

Currently, InPost is rebuilding Yodel. Although still unprofitable, Mr. Brzoska described Yodel’s consolidation as “absolutely the most important transformational project for the company’s overall strategy.”

Integration is planned to take 12–18 months (compared to two years for Mondial Relay) and covers HR, technology, new warehouses, automation, and cultural change.

"The organization was underinvested for years, and the biggest problem in the UK is demand exceeding supply. Customer volumes are, on average, 4–5 million parcels per day higher than our current capacity," Mr. Brzoska said.

Key Takeaways

1. The UK court confirmed that Jacob Corlett, former Yodel owner, committed document forgery in an attempt to regain control after InPost’s acquisition. Documents allegedly proving the existence of warrants granting him and affiliated companies a majority stake were inauthentic, created post-sale, backdated, and included forged signatures.
2. InPost acquired Yodel for a nominal GBP 1 amid the company’s extreme insolvency, following months of collaboration and investment. InPost invested over PLN 500 million, initially providing loans later converted into equity, making it the third-largest logistics operator in the UK.
3. Yodel’s integration is a strategic transformational project, expected to last 12–18 months, involving full-scale restructuring. According to InPost CEO Rafał Brzoska, Yodel was chronically underinvested, with UK demand far exceeding operational capacity. The transformation includes automation, warehouse investments, and cultural change.

For full transparency, RiO Fund, owned by Rafał Brzoska, CEO and shareholder of InPost, is an investor in XYZ.