Extension of PUSU Deadline
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 SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 (THE "IRISH TAKEOVER RULES" OR THE "RULES") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE IRISH TAKEOVER RULES. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
16 July 2026
DCC plc ("DCC" or the "Company")
Improved Proposal from Energy Capital Partners, LLC and Kohlberg Kravis Roberts & Co. L.P. (together, the "Consortium")
Extension of PUSU Deadline
Background
On 10 June 2026, the Company announced that it had received the latest in a series of proposals from the Consortium for the entire issued and to be issued share capital of DCC. Under the terms of the proposal on that date, DCC shareholders would receive a total of 6,672.22 pence in cash per DCC share comprising 6,525.00 pence in cash (the "Base Cash Consideration") and the proposed final dividend of 147.22 pence per DCC share for the financial year ended 31 March 2026 (announced by DCC on 19 May 2026), which DCC shareholders would be entitled to receive and retain if approved at DCC's Annual General Meeting to be held on 16 July 2026 (the "Permitted Final Dividend").
DCC confirms that yesterday, the Consortium submitted a further improved proposal and has requested an extension to the deadline under Rule 2.6(a) of the Irish Takeover Rules (the "PUSU deadline") to finalise certain aspects of the transaction, as set out below.
Further improved proposal
Under the Consortium's further improved proposal, DCC shareholders would be entitled to:
(i) the Base Cash Consideration of 6,525 pence per DCC share in cash (unchanged);
(ii) up to 125 pence per DCC share in cash (the "Nexora Proceeds Adjustment") tied exclusively to achieving certain net cash proceeds from the ongoing sale process for DCC Technology (now known as Nexora).
The full amount of this Nexora Proceeds Adjustment of 125 pence per DCC share would be payable if net proceeds (excluding cash on the Nexora balance sheet) from the sale process are at least $800 million, after customary deductions for working capital adjustments and transaction costs. If the net proceeds are below $800 million, the amount payable under the Nexora Proceeds Adjustment would reduce (potentially materially) progressively down to zero; and
(iii) the Permitted Final Dividend of 147.22 pence per DCC share (unchanged).
In addition to offering the Nexora Proceeds Adjustment, the Consortium has confirmed that, save in respect of the Nexora Proceeds Adjustment and related documentation, confirmatory due diligence has been completed and definitive transaction documentation has been substantially agreed. The precise terms of the Nexora Proceeds Adjustment are still to be agreed between the parties and will be subject to discussions with the Irish Takeover Panel.
The Consortium has requested a short extension to the PUSU deadline of 7am this morning to allow for the structuring and documentation of the Nexora Proceeds Adjustment and finalisation of definitive documentation for the transaction. The Board has agreed to request this extension in light of the improved financial terms of the proposal and the Consortium's confirmation that confirmatory due diligence has otherwise been completed and definitive transaction documentation has otherwise been substantially agreed.
Accordingly, the Board of DCC has requested, and the Irish Takeover Panel has consented to, a further extension of the current PUSU Deadline under Rule 2.6(c) of the Irish Takeover Rules. In accordance with Rule 2.6(a) of the Irish Takeover Rules, the Consortium is now required, by no later than 5:00 pm (London time) on 27 July 2026, to either announce a firm intention to make an offer for DCC in accordance with Rule 2.7 of the Irish Takeover Rules or announce that it does not intend to make an offer, in which case such announcement will be treated as a statement to which Rule 2.8 of the Irish Takeover Rules applies.
In accordance with Rule 2.6(c) of the Irish Takeover Rules, this deadline may be further extended, with the consent of the Irish Takeover Panel, at the request of DCC.
For the purposes of Rule 2.5(j) of the Irish Takeover Rules, this announcement is being made with the approval of the Consortium.
There can be no certainty that any offer will be made. Accordingly, shareholders are urged to take no action at this time.
For the purposes of Rule 2.5 of the Irish Takeover Rules, the Consortium reserves the right to:
· vary the form and / or mix of the offer consideration and vary the transaction structure subject to Panel consent;
· other than in respect of the Permitted Final Dividend, reduce the Cash Consideration by the amount of any dividend or other distribution to DCC's shareholders which is announced, declared, paid or becomes payable by DCC after the date of this announcement; or
· make an offer at any time for less than the Cash Consideration:
o with the consent or recommendation of the Board of DCC;
o if a third party announces a firm intention to make an offer for DCC pursuant to Rule 2.7 of the Irish Takeover Rules, on less favourable terms or at a lower value than the Cash Consideration; or
o following the announcement by DCC of a Rule 9 whitewash transaction pursuant to the Irish Takeover Rules on less favourable terms than the Cash Consideration.
Enquiries
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DCC plc |
+353 1 2799 400 |
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Conor Murphy, Chief Financial Officer |
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Sodali & Co (PR adviser to DCC) |
+44 (0) 20 7250 1446 |
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Eavan Gannon |
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Pete Lambie |
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J.P. Morgan Cazenove (Financial Adviser and Corporate Broker) |
+44 (0) 20 3493 8000 |
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Richard Walsh |
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Dwayne Lysaght |
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Saumitra Gorani |
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Ben Stoop |
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UBS (Financial Adviser and Corporate Broker) |
+44 (0) 20 7567 8000 |
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Rahul Luthra |
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James Donovan Jason Hutchings George Dracup |
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J&E Davy (Corporate Broker) |
+353 1 679 6363 |
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Ronan Veale |
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Cleary Gottlieb Steen & Hamilton LLP and William Fry LLP are acting as legal advisers to DCC plc.
Responsibility Statement
The directors of the Company accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of the Company (who have taken all reasonable care to ensure that 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.
Disclaimers
J.P. Morgan Securities plc, which conducts its UK and Irish investment banking business as J.P. Morgan Cazenove ("J.P. Morgan"), 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"). J.P. Morgan is acting as the financial adviser to DCC and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than DCC for providing the protections afforded to clients of J.P. Morgan or its affiliates, nor for providing advice in relation to any matter referred to herein.
UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the FCA and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS is acting as financial adviser to DCC and no one else in connection with the matters set out in this announcement. In connection with such matters, UBS, its affiliates, and its or their respective directors, officers, employees and agents 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 contents of this announcement or any other matter referred to herein.
J&E 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 and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than DCC for providing the protections afforded to clients of Davy or for providing advice in connection with the matters referred to in this announcement.
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 the Company 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 (London time) on the 'business day' following the date of the transaction. 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 the Company.
All 'dealings' in 'relevant securities' of the Company by a bidder, or by any party acting in concert with a bidder, must also be disclosed by no later than 12 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.
A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.
In general, interests in securities arise when a person has long economic exposure, whether conditional or absolute, to changes in the price of the 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 are defined in the Irish Takeover Rules, which can 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 at telephone number +353 1 678 9020.
Forward-Looking Statements
Statements contained in this announcement that refer to future events or other non-historical facts are forward looking statements that are based on the Company's beliefs, as well as assumptions made by, and information currently available to, the Company. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that they will prove to be correct. Actual results may differ materially from the Company's current expectations depending upon a number of factors affecting the Company's business. These factors include, among others, the possibility that an offer will not be made, the possibility that even if an offer is made, the parties will not agree on a price or other terms or will not otherwise pursue a transaction or if pursued, that a transaction will not be consummated, any negative effects of this announcement or failure to consummate a transaction on the market price of DCC's Ordinary Shares, potentially significant transaction costs, and those risks detailed from time-to-time in the Company's annual report and announcements of interim results. The Company undertakes no duty or obligation to update any forward-looking statements contained in this announcement as a result of new information.
Further Information
In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this announcement will be available on the Company's website at www.dcc.ie by no later than 12 noon (London time) on the business day following this announcement. The content of any website referred to in this announcement is not incorporated into, and does not form part of, this announcement.
This announcement is not intended to, and does not, constitute or form part of (1) an offer or invitation to purchase or otherwise acquire, subscribe for, tender, exchange, sell or otherwise dispose of any securities; (2) the solicitation of an offer or invitation to purchase or otherwise acquire, subscribe for, tender, exchange, sell or otherwise dispose of any securities; or (3) the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise.
The release, publication or distribution of this announcement in, into, or from, certain jurisdictions other than Ireland and the United Kingdom may be restricted or affected by the laws of those jurisdictions. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into, or from any such jurisdiction. Therefore, persons who receive this announcement (including without limitation nominees, trustees and custodians) and are subject to the laws of any jurisdiction other than Ireland or the United Kingdom who are not resident in Ireland or the United Kingdom will need to inform themselves about, and observe any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction.
No statement in this announcement is intended to constitute a profit forecast for any period, nor should any statements be interpreted as an indication of what the Company's future financial or operating results may be. No statement in this announcement constitutes an asset valuation. No statement in this announcement constitutes an estimate of the anticipated financial effects of an acquisition of the Company, whether for the Company or any other person.
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