Results of Tender Offer

DCC PLC

19 December 2025

 

19 December 2025

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

Results of Tender Offer

DCC plc ("DCC" or "the Company") today announces the results of the Tender Offer, details of which were set out in the shareholder circular published by the Company on 17 November 2025 (the "Circular").

The Tender Offer closed at 1:00 p.m. on 17 December 2025 (the "Closing Date"). 11,605,415 Ordinary Shares were successfully tendered and will be purchased today at £51.70 per share (the "Strike Price"). The number of Ordinary Shares being purchased represents approximately 12.0% of the current issued share capital of the Company (excluding treasury shares).

The Tender Offer was fully subscribed, with the aggregate value of Ordinary Shares validly tendered by Shareholders at a price below or at the Strike Price (or as Strike Price Tenders) exceeding £600 million. Therefore, in line with the scaling-down mechanism set out in the Circular, tenders have been accepted as follows:

·    all Ordinary Shares validly tendered at a price below the Strike Price or tendered as a Strike Price Tender will be accepted and purchased in full at £51.70 per share;

·   Ordinary Shares validly tendered at £51.70 per share will be scaled down such that the total cost of Ordinary Shares purchased pursuant to the Tender Offer does not exceed £600 million; and

·   all Ordinary Shares tendered at a price higher than the Strike Price will be rejected and will not be purchased in the Tender Offer.

Further information on the scaling down arrangements that apply is contained in paragraphs 2.17 and 2.18 of Part 4 (Details of the Tender Offer) of the Circular.

As set out in the Circular, the Ordinary Shares which have been successfully tendered will be purchased by Davy pursuant to the Tender Offer. Under the terms of the Option Agreement, the Company will acquire the Ordinary Shares purchased by Davy and it is expected that the acquisition by the Company of such Ordinary Shares will be completed later today. A further announcement will be made by the Company in that respect in due course.

It is anticipated that payment of the proceeds payable to Qualifying Shareholders whose Ordinary Shares are purchased pursuant to the Tender Offer will be made no later than 10 Business Days following the Closing Date.

Capitalised words and expressions in this announcement shall, unless the context provides otherwise, have the same meanings as in the Circular.

Disclosure of inside information

This announcement includes inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014.

Contact information

Investor enquiries:
Conor Murphy, Chief Financial Officer		Tel: [phone]
Darragh Byrne, Company Secretary		Email: [e-mail]
Rossa White, Head of Group Investor Relations & Comms.
Media enquiries:
Sodali & Co (Eavan Gannon/Pete Lambie)		Tel: [phone]
	Email: [e-mail]

Davy is acting as financial adviser and broker to DCC in connection with the Tender Offer. William Fry LLP is acting as legal adviser to DCC.

About DCC plc

Invested in Energy

DCC is a customer-focused energy business, specialising in the sales, marketing, and distribution of secure, cleaner and competitive energy solutions to commercial, industrial, domestic, and transport customers. Headquartered in Dublin, DCC's ordinary shares (ISIN: IE0002424939) are listed on the London Stock Exchange (TIDM: DCC) and the Company is a constituent of the FTSE 100. In our financial year ended 31 March 2025, DCC generated revenues of £16.1 billion and adjusted operating profit of £609.7 million on continuing operations. DCC has an excellent record, delivering compound annual growth of 13% in continuing adjusted operating profit and unbroken dividend growth of 13% while maintaining high returns on capital employed over 31 years as a public company.

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www.dcc.ie

Important Notices

This announcement does not constitute, or form part of, an offer or any solicitation of an offer, to purchase or repurchase securities in any jurisdiction or constitute a recommendation or advice in respect of any securities or other financial instruments or any other matter. DCC shareholders are advised to read carefully the Circular. Any response to the Tender Offer should be made only on the basis of the information in the Circular.

Davy, which is regulated in Ireland by the Central Bank of Ireland, is acting exclusively for DCC and no one else in connection with the matters described in this announcement. Davy will not regard any other person (whether or not a recipient of this announcement) as its customer or be responsible to any other person for providing the protections to customers of Davy nor for providing advice in relation to the transactions and arrangements described in this announcement. Davy is not making any representation or warranty, express or implied, as to the contents of this announcement. Davy has not approved the contents of, or any part of, this announcement and no liability whatsoever is accepted by Davy for the accuracy of any information or opinions contained in this announcement or for the omission of any information from this announcement.

Forward-looking Statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Group and certain plans and objectives of the Board, that are subject to risk factors associated with, amongst other things, the economic and business circumstances occurring from time to time in the countries, sectors and business segments in which the Group operates. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" (or the negative thereof) or other words of similar meaning. These statements are based on assumptions and assessments made by the Board in light of its experience and perception of historical trends, current conditions, expected future developments and other factors it believes appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this announcement could cause actual results or developments to differ materially from those expressed in or implied by such forward-looking statements.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of DCC except where expressly stated.

Notice for UK Shareholders

This announcement and any other documents or materials relating to the Tender Offer (including the Tender Form) are not being made, and this announcement or such documents and/or materials relating to the Tender Offer (including the Circular and the Tender Form) have not been approved, by an authorised person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, this announcement and such other documents and/or materials relating to the Tender Offer (including the Circular and the Tender Form) are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of this announcement, or such other documents and/or materials relating to the Tender Offer (including the Circular and the Tender Form) as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order") or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order ("Relevant Persons"). Any person who is not a Relevant Person should not act on or rely on this announcement or any other documents or materials relating to the Tender Offer (including the Circular and the Tender Form). This announcement and the documents and materials relating to the Tender Offer (including the Circular and the Tender Form) and their contents should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person in the United Kingdom.

Notice for US Shareholders

The Tender Offer relates to securities of a non-US company listed on the London Stock Exchange and is subject to the disclosure requirements, rules and practices applicable to companies listed in the United Kingdom, which differ from those of the United States in certain material respects.  A circular has been prepared for the purpose of complying with the laws of Ireland and the rules of the London Stock Exchange. The tender offer is not subject to the disclosure or other procedural requirements of Regulation 14D under the US Exchange Act. The Tender Offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Exchange Act, subject to the exemptions provided by Rule 14d-1(d) thereunder, and otherwise in accordance with the requirements of Irish law and the rules of the London Stock Exchange. Accordingly, the tender offer will be subject to disclosure and other procedural requirements that are different from those applicable under U.S. domestic tender offer procedures and law. The Company is not listed on an American securities exchange, is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports with the US Securities and Exchange Commission thereunder.

It may be difficult for US Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under US federal securities laws, because the Company is located outside the United States, and its officers and directors reside outside the United States. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws.  It also might not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.

To the extent permitted by applicable law and in accordance with normal practice pursuant to Irish law, the Company or Davy or any of their affiliates may make certain purchases of, or arrangements to purchase, shares of the Company outside the United States during the period in which the Tender Offer remains open for acceptance, including sales and purchases of shares effected by Davy acting as market maker in the shares.

 

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