Announcement Relating to Rule 15 Proposals
Summary by AI BETAClose X
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 RELATING TO RULE 15 PROPOSALS
In accordance with Rule 15(c) of the Irish Takeover Panel Act, 1997, Takeover Rules, 2022 (the "Irish Takeover Rules"),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 ("ECP"), and (ii) funds and investment vehicles advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates ("KKR"), announce that letters dated 24 August 2026 containing details of the Rule 15 proposals to holders of outstanding awards or options granted under the DCC Energy Share Plans (the "Proposals") have been sent to such holders in connection with the proposed acquisition of DCC Energy by Bidco (the "Acquisition").
The Proposals are being made available for inspection on the website of DCC Energy (https://www.dccenergy.com/offer-for-dccenergy), ECP (https://www.ecpgp.com/announcements) and KKR (https://www.documentdisplay.com/). For the avoidance of doubt, the content of such websites are not incorporated into, and do not form part of, this announcement (this "Announcement").
Request for Copies of the Proposals
If you are a holder of outstanding awards or options granted under the DCC Energy Share Plans and did not receive one or more Proposals, please contact companysecretary@dcc.ie.
Any capitalised terms used but not defined in this Announcement have the same meaning given in the Scheme Document published by DCC Energy on 24 August 2026.
Statements required by the Irish Takeover Rules
The DCC Energy Directors accept responsibility for the information contained in this Announcement other than information relating to Bidco, the Bidco Group, funds and investment vehicles advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates, KKR, the KKR Group, funds and investment vehicles advised by Energy Capital Partners Management, LP and its affiliates, ECP, the ECP Group, the Consortium, the Bidco Directors, the KKR Responsible Persons, the ECP Responsible Persons and members of their immediate families, related trusts and persons connected with them for which the Bidco Directors, the KKR Responsible Persons and the ECP Responsible Persons accept responsibility. 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.
The Bidco Directors accept responsibility for the information contained in this Announcement relating to Bidco, the Consortium (other than the information relating to the Consortium for which the KKR Responsible Persons or the ECP Responsible Persons accept responsibility), the Bidco Group, the Bidco Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Bidco 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.
The KKR Responsible Persons accept responsibility for the information contained in this Announcement relating to Bidco, the Bidco Group, funds and investment vehicles advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates, KKR, the KKR Group, the KKR Responsible Persons and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the KKR Responsible Persons (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.
The ECP Responsible Persons accept responsibility for the information contained in this Announcement relating to Bidco, the Bidco Group, funds and investment vehicles advised by Energy Capital Partners Management, LP and its affiliates, ECP, the ECP Group, the ECP Responsible Persons and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the ECP Responsible Persons (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.
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.
Notice to U.S. Shareholders
The Acquisition relates to the shares of an Irish company and is being made by means of a scheme of arrangement provided for under the Act. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the U.S. Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in Ireland for a public acquisition by scheme of arrangement, which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules.
It may be difficult for holders of DCC Energy Shares in the United States (the "U.S. shareholders") to enforce any rights or claims arising out of U.S. federal securities laws in connection with the Acquisition, since Bidco and DCC Energy are organised and located in non-U.S. jurisdictions, and some or all of their officers and directors may be residents of non-U.S. jurisdictions. U.S. shareholders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to the jurisdiction and judgment of a U.S. court.
In accordance with, and to the extent permitted by, the Irish Takeover Rules, normal Irish and UK market practice and Rule 14e-5(b) of the U.S. Exchange Act, J.P. Morgan Cazenove, UBS, Davy, Goldman Sachs, Morgan Stanley, Barclays and BNP Paribas and their respective affiliates may continue to act as exempt principal traders or exempt market makers in DCC Energy Shares on the London Stock Exchange and may engage in certain other purchasing activities consistent with their respective usual practices and applicable law. In addition, in compliance with the Irish Takeover Rules, members of the Bidco Group and / or certain affiliates or their respective nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, DCC Energy securities other than pursuant to the Acquisition, either in the open market at prevailing prices or through privately negotiated purchases at negotiated prices.
Any information about such purchases will be disclosed to the Irish Takeover Panel and, to the extent that such information is required to be publicly disclosed in Ireland in accordance with applicable regulatory requirements, will be made available via a Regulatory Information Service on the London Stock Exchange's website, www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in Ireland.
DCC Energy Shareholders in the U.S. also should be aware that the transaction contemplated herein may have tax consequences in the U.S. and that such consequences, if any, are not described herein. DCC Energy Shareholders in the U.S. are urged to consult with legal, tax and financial advisors.
Rule 8 - Dealing Disclosure Requirements
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 DCC Energy, 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 +353 (1) 678 9020.
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 (https://www.dccenergy.com/offer-for-dccenergy), ECP's website (https://www.ecpgp.com/announcements) and KKR's website (https://www.documentdisplay.com/), 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 websites, nor the content of any other website accessible from hyperlinks on such websites, 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 are 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.
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