Announcement re Convening of Scheme Meeting

DCC Energy PLC

21 August 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, 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

RECOMMENDED ACQUISITION OF

DCC ENERGY PLC BY

DRAGON BIDCO LIMITED

a newly incorporated company indirectly wholly owned by: (i) funds and investment vehicles advised by Energy Capital Partners Management, LP and its affiliates, and (ii) funds and investment vehicles advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates

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

ANNOUNCEMENT RE CONVENING OF SCHEME MEETING

On 27 July 2026, the boards of directors of DCC Energy plc ("DCC Energy") and Dragon Bidco Limited ("Bidco"), a newly incorporated company indirectly wholly owned by: (i) funds and investment vehicles advised by Energy Capital Partners Management, LP and its affiliates, and (ii) funds and investment vehicles advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates, announced that they had agreed the terms of a recommended acquisition of the entire issued and to be issued share capital of DCC Energy (the "Acquisition"), to be implemented by way of a court-sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 (the "Scheme").

DCC Energy announces that on 20 August 2026 the High Court of Ireland made an order directing that a scheme meeting of DCC Energy shareholders to consider and vote on the Scheme (the "Scheme Meeting") be convened.

The Scheme Meeting will commence at 2:00 p.m. on 18 September 2026 at The Clayton Hotel Leopardstown, Central Park, Sandyford Business Park, Co. Dublin D18 K2P1 and the related extraordinary general meeting (the "EGM") will commence at 2:15 p.m. (or, if later, as soon thereafter as the Scheme Meeting shall have been concluded or adjourned) on the same date and at the same location.

The scheme document (the "Scheme Document") setting out, amongst other things, further terms and conditions of the Scheme, information required under Section 452 of the Companies Act 2014, an expected timetable of principal events, notices convening the Scheme Meeting and the related EGM (including details of the DCC Energy shareholders who are entitled to attend and vote at each of the Scheme Meeting and the EGM and details of the action to be taken by such shareholders), is expected to be published on 24 August 2026.

A further announcement will be made on publication of the Scheme Document.

Capitalised terms used, but not defined, in this Announcement have the same meanings in this Announcement as in the announcement of the Acquisition made on 27 July 2026 pursuant to Rule 2.7 of the Irish Takeover Rules.

All times referred to in this Announcement are Irish times, unless otherwise stated.

Enquires

DCC Energy:
Conor Murphy, Chief Financial Officer	Tel: [phone]
Darragh Byrne, Company Secretary
Sodali & Co (Communications Advisor to DCC Energy)	[e-mail]
Eavan Gannon / Pete Lambie	Tel: [phone]

J.P. Morgan Cazenove is acting as financial advisor in respect of the Acquisition and corporate broker to DCC Energy. UBS is acting as financial advisor and Rule 3 advisor in respect of the Acquisition and corporate broker to DCC Energy. J&E Davy is acting as corporate broker to DCC Energy.

Cleary Gottlieb Steen & Hamilton LLP and William Fry LLP are, respectively, acting as English and Irish legal advisors to DCC Energy in respect of the Acquisition.

About DCC Energy plc

DCC Energy plc is a leader in multi-energy sales and distribution in Europe and the US.

We serve millions of customers across the commercial & industrial, public and domestic sectors. We deliver mainly off-grid energy solutions, led by liquid gas, and operate services stations and fleet services. We supply the secure, cleaner and competitive energy our customers need, supporting industrial processes, heating homes, and keeping transport moving. We do this while supporting customers through the transition with the energy and services they need next.

Headquartered in Dublin, DCC Energy is listed on the London Stock Exchange and is a constituent of the FTSE 100. In our financial year ended 31 March 2026, DCC Energy generated revenues of £15.4 billion and adjusted operating profit of £634.0 million. DCC Energy has an excellent record, delivering compound annual growth of 14% in adjusted operating profit and unbroken dividend growth of 13% while maintaining high returns on capital employed over 32 years as a public company.

Follow us on LinkedIn.
www.dcc.ie

Statements required by the Irish Takeover Rules

The DCC Energy Directors accept responsibility for the information contained in this Announcement. To the best of the knowledge and belief of the DCC Energy Directors (who have 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.

Important notices relating to financial advisors

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority (the "FCA"), is acting as financial advisor exclusively to DCC Energy and for no one else in connection with the Acquisition and will not be responsible to anyone other than DCC Energy in respect of protections that may be afforded to clients of J.P. Morgan Cazenove nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither J.P. Morgan Cazenove 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 J.P. Morgan Cazenove in connection with this Announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by J.P. Morgan Cazenove as to the contents of this Announcement.

UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the PRA and subject to regulation by the FCA and limited regulation by the PRA in the United Kingdom. UBS is acting exclusively as financial advisor to DCC Energy and no one else in connection with the Acquisition. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matter referred to herein.

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

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 Document), which will contain further details on the 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 Document).

This Announcement does not constitute a prospectus or a prospectus equivalent document.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your appropriately authorised independent financial advisor.

Disclosure requirements of the Irish 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 DCC Energy 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 p.m. (London 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 co-operate 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 DCC Energy.

All 'dealings' in 'relevant securities' of DCC Energy by Bidco, or by any party Acting in Concert with Bidco, must also be disclosed by no later than 12.00 noon (London 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.

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 [phone].

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.

Publication on website

Pursuant to Rule 26.1 of the Irish Takeover Rules, this Announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on DCC Energy's website, by no later than 12.00 noon (London time) on the Business Day following the date of this Announcement. Neither the content of any such website, nor the content of any other website accessible from hyperlinks on such website, is incorporated into, or forms part of, this Announcement.

General

The laws of certain jurisdictions may affect the availability of the Acquisition to persons who are not resident in Ireland or the United Kingdom. Persons who are not resident in Ireland or the United Kingdom, or who are subject to the laws of any jurisdiction other than Ireland or the United Kingdom, should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with any applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

This Announcement has been prepared for the purpose of complying with the laws of Ireland and the Irish Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of Ireland.

The Acquisition will not be made available, directly or indirectly, in any Restricted Jurisdiction, and the proposed terms of the Acquisition will not be capable of acceptance from within a Restricted Jurisdiction. The release, publication or distribution of this Announcement in whole or in part, directly or indirectly, in, into or from certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this Announcement and all other documents relating to the Acquisition are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Bidco, ECP, KKR and DCC Energy disclaim any responsibility or liability for the violations of any such restrictions by any person.

 

END