SANCTION OF THE SCHEME BY THE COURT

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION FOR IMMEDIATE RELEASE

29 October 2025

RECOMMENDED CASH OFFER

FOR

DALATA HOTEL GROUP PLC

BY

PANDOX IRELAND TUCK LIMITED

A NEWLY-INCORPORATED COMPANY WHOLLY-OWNED BY PANDOX AB AND EIENDOMSSPAR AS

TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014

 

sanction of the scheme by the court

The boards of Pandox Ireland Tuck Limited (“Bidco”) and Dalata Hotel Group plc (“Dalata”) are pleased to announce that the scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 (the “Scheme”) to implement the unanimously recommended cash acquisition by Bidco of the entire issued and to be issued share capital of Dalata (other than Treasury Shares and Dalata Shares in the beneficial ownership of Bidco) (the “Acquisition”) has today been sanctioned by the High Court of Ireland.

The Scheme and the Acquisition will become effective on delivery to the Registrar of Companies of the Court Order and the minute required by section 86 of the Companies Act 2014 confirming the Reduction of Capital to be effected as part of the Scheme and such Reduction of Capital having become effective upon the registration of the Court Order and minute by the Registrar of Companies.

Delivery and registration of the Court Order and the minute confirming the Reduction of Capital is expected to occur at approximately 9.30 a.m. on 7 November 2025 (the “Effective Date”).

Accordingly, 6 November 2025 is expected to be the last date on which trading of Dalata Shares on Euronext Dublin and the London Stock Exchange will occur. Cancellation of the admission of Dalata Shares to trading on the regulated market of Euronext Dublin and on the Main Market of the London Stock Exchange and the listing of Dalata Shares on the Official List of Euronext Dublin and the FCA’s Official list is expected to occur by 7.00 a.m. on 10 November 2025 (being the first business day following the Effective Date).

In accordance with the requirements of the Irish Takeover Rules, all consideration to be paid by Bidco to Scheme Shareholders under the terms of the Scheme is expected to be distributed by no later than 21 November 2025.

Capitalised terms used, but not defined, in this announcement have the same meaning as in the Scheme Document dated 12 August 2025. All times stated in this announcement are to time in Dublin.  

Enquiries

Dalata Hotel Group plc Dermot Crowley Sean McKeon Investor Relations	+353 1 206 9400 investorrelations@dalatahotelgroup.com
Rothschild & Co (Financial Adviser to Dalata) Avi Goldberg Sam Green Alice Squires Nikhil Walia Joel Barnett	+44 (0) 20 7280 5000
Berenberg (Joint Corporate Broker) Ben Wright Clayton Bush	+44 203 753 3069
Davy (Joint Corporate Broker) Anthony Farrell Orla Cowzer	+353 1 679 6363
FTI Consulting (Communications Adviser to Dalata) Jonathan Neilan Declan Kearney Edward Bridges	+353 86 2314135 +353 86 6712702 +44 7768 216607 Dalata@fticonsulting.com
Goodbody (Financial Adviser to the Consortium) Finbarr Griffin Andrew Hackney Cameron Duncan Jason Molins William Hall   Pandox Liia Nõu   Sodali & Co (PR advisor) Seán Lawless Eavan Gannon	+353 (0)1 667 0400                   +46 8 506 205 50   +353 (0) 85 116 7640 +353 (0) 87 236 5973

 

Responsibility statements required by the Irish Takeover Rules

The Directors of Dalata accept responsibility for the information contained in this announcement. To the best of their knowledge and belief (having taken all reasonable care to ensure such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

The directors of Bidco accept responsibility for the information contained in this announcement, other than information relating to Dalata, the Dalata Group and the Dalata Directors and members of their immediate families, related trusts and persons connected to them.  To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Advisers

N.M. Rothschild & Sons Limited (“Rothschild & Co”), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Dalata and for no one else in connection with the Acquisition and will not be responsible to anyone other than Dalata in respect of protections that may be afforded to clients of Rothschild & Co nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this announcement.

J&E Davy (“Davy”), which is authorised and regulated in Ireland by the Central Bank of Ireland, and in the United Kingdom, Davy is authorised and regulated by the FCA. Davy is acting exclusively for Dalata and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Dalata for providing the protections afforded to clients of Davy or for providing advice in connection with the matters referred to in this announcement.

Joh. Berenberg, Gossler & Co. KG (“Berenberg”), which is authorised and regulated by the German Federal Financial Supervisory Authority and is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Dalata and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Dalata for providing the protections afforded to clients of Berenberg for providing advice in connection with any matter referred to herein. Neither Berenberg nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Berenberg in connection with this announcement, any statement contained herein or otherwise.

Goodbody Stockbrokers UC (“Goodbody”) is authorised and regulated by the Central Bank of Ireland and in the United Kingdom, Goodbody is authorised and regulated by the FCA.  Goodbody is acting exclusively for the Consortium as financial adviser and no one else in connection with the Acquisition and other matters set out in this announcement and shall not be responsible to anyone other than the Consortium for providing the protections afforded to clients of Goodbody, nor for providing advice in connection with the Acquisition, the content of this announcement or any matter or arrangement referred to herein. Neither Goodbody nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goodbody in connection with this announcement, the Acquisition, any statement contained herein or otherwise.

 

Disclosure requirements of the Takeover Rules

Under Rule 8.3(b) of the Irish Takeover Rules, any person 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of Dalata must disclose all 'dealings' in such 'relevant securities' during the 'offer period'. The disclosure of a 'dealing' in 'relevant securities' by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (Irish/UK time) on the business day following the date of the relevant transaction. This requirement will continue until the 'offer period' ends. If two or more persons cooperate on the basis of any agreement either express or tacit, either oral or written, to acquire an 'interest' in 'relevant securities' of the offeree company, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules. A dealing disclosure must contain the details specified in Rule 8.6(b) of the Irish Takeover Rules, including details of the dealing concerned and of the person's interests and short positions in any 'relevant securities' of Dalata.

All 'dealings' in 'relevant securities' of Dalata by a bidder, or by any party Acting in Concert with a bidder, must also be disclosed by no later than 12 noon (Irish/UK time) on the 'business' day following the date of the relevant transaction. If two or more persons co-operate on the basis of an agreement, either express or tacit, either oral or written, to acquire for one or more of them an interest in relevant securities, they will be deemed to be a single person for these purposes.

Disclosure tables, giving details of the companies in whose 'relevant securities' and 'dealings' should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie. 

'Interests' in securities arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks in this section are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.

 

No Offer or Solicitation

This announcement is for information purposes only and is not intended to, and does not, constitute or form any part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document (or, if applicable, the Takeover Offer Documents), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition, should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the Takeover Offer Documents).

 

Overseas Shareholders

The availability of the Acquisition to Dalata Shareholders who are not resident in and citizens of Ireland or the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in Ireland or the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in Ireland or the United Kingdom to vote their Dalata Shares with respect to the Scheme at the Scheme Meetings, or to appoint another person as proxy to vote at the Scheme Meetings on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Unless otherwise determined by Bidco or required by the Takeover Rules, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.