Offer Update - No Increase Statement

Kohlberg Kravis Roberts & Co LP

02 September 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.

THIS ANNOUNCEMENT IS MADE IN ACCORDANCE WITH RULE 32.2 OF THE IRISH TAKEOVER RULES

FOR IMMEDIATE RELEASE                                                                                        

2 September 2026

FINAL RECOMMENDED ACQUISITION OF

DCC ENERGY PLC ("DCC Energy")

BY 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

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")

No Increase Statement

1.   Introduction

On 27 July 2026, Bidco and DCC Energy announced the recommended acquisition of DCC Energy by Bidco to be implemented by way of the Scheme. DCC Energy published the scheme document for the Acquisition on 24 August 2026 (the "Scheme Document").

Under the terms of the Acquisition, DCC Energy Shareholders are entitled to receive, for each DCC Energy Share (the "Offer Consideration"):

§ the base consideration of 6,525 pence in cash (the "Base Consideration"); and

§ subject to the satisfaction (or waiver by Bidco at its sole discretion) of the Technology Disposal Consideration Conditions, an additional payment of up to 125 pence in cash (the "Technology Disposal Additional Consideration").

In addition, since the Consortium first approached DCC Energy on 29 April 2026, DCC Energy Shareholders on DCC Energy's Register of Members at the close of business on 29 May 2026 received the final dividend of 147.22 pence per DCC Energy Share for the financial year ended 31 March 2026 which was paid on 23 July 2026 without a commensurate reduction in the Base Consideration.

2.   No Increase Statement

Bidco confirms that the Offer Consideration is final and will not be increased.

Bidco considers the financial terms of the Acquisition (as set out in the Scheme Document) to reflect the full and fair value for DCC Energy.

As set out in the Scheme Document, the DCC Energy Directors have unanimously recommended that DCC Energy Shareholders vote in favour of the Acquisition and all of the Resolutions.

The Technology Disposal Additional Consideration of up to 125 pence in cash per DCC Energy Share continues to be payable strictly in accordance with, and subject to the satisfaction (or waiver by Bidco at its sole discretion) of, the Technology Disposal Consideration Conditions, as set out in the Rule 2.7 Announcement and Part IV (Particulars of the Technology Disposal Additional Consideration) of the Scheme Document. Nothing in this Announcement alters the terms, conditionality or basis of determination of the Technology Disposal Additional Consideration, and the making of this statement in respect of the Offer Consideration is without prejudice to the terms on which the Technology Disposal Additional Consideration may become payable.

If any dividend and / or other distribution and / or other return of capital is announced, declared, made or paid or becomes payable in respect of the DCC Energy Shares on or after the date of the Rule 2.7 Announcement and prior to the Effective Time, Bidco shall reduce the Base Consideration by an amount per DCC Energy Share up to the amount of any such dividend, distribution and / or return of capital, as set out in the Rule 2.7 Announcement and the Scheme Document.

3.   Timetable

The Acquisition remains subject to the terms and Conditions set out in the Scheme Document. The timetable in the Scheme Document is unchanged. The Scheme Meeting and the Extraordinary General Meeting will be held on 18 September 2026 at The Clayton Hotel Leopardstown, Central Park, Sandyford Business Park, Co. Dublin, D18 K2P1, commencing at 2:00 p.m. and 2:15 p.m. (Irish time) respectively.

DCC Energy Shareholders are strongly encouraged to complete, sign and return their Forms of Proxy (or otherwise submit their votes or voting instructions) as soon as possible and in any event by the relevant deadlines set out in the Scheme Document. Persons holding through the Euroclear Bank System or (via a holding of CDIs) CREST will also need to comply with any earlier voting deadlines imposed by their respective custodian, stockbroker or other intermediary. Such persons are recommended to consult with their custodian, stockbroker or other intermediary at the earliest opportunity.

Capitalised terms used but not otherwise defined in this Announcement have the meanings given to them in the Scheme Document.

This Announcement does not constitute, or form part of, an offer or invitation to purchase, 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. The Acquisition will be made solely by means of the Scheme Document, which contains the full terms and conditions of the Acquisition.

As is customary and in accordance with the provisions of Rules 32.2(b) and 32.2(d) of the Irish Takeover Rules, Bidco reserves the right to revise the financial terms of the Acquisition where there is an announcement on or after the date of this Announcement of a possible offer or of a firm intention to make an offer for DCC Energy by any third party.

Bidco further reserves the right, in accordance with the terms of the Transaction Agreement, and subject to compliance with the Irish Takeover Rules and with the consent of the Irish Takeover Panel (if required), to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme, on the basis set out in the Rule 2.7 Announcement and the Scheme Document.

Enquiries

FGS Global (Communications Adviser to Consortium)                [e-mail]

James Murgatroyd

Faeth Birch

Alastair Elwen           
Emma Black

Goldman Sachs International and Morgan Stanley & Co. International plc are acting as lead financial advisers to the Consortium and Bidco. Barclays Bank PLC (acting through its Investment Bank) and BNP Paribas are acting as financial advisers to the Consortium and Bidco.                                         

Important Notices

Responsibility Statements

The Bidco Directors accept responsibility for the information contained in this Announcement, other than information relating to: (i) ECP, the ECP Responsible Persons and members of their immediate families, related trusts and persons connected with them; and (iii) KKR, 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 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, other than information relating to ECP, 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 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, other than information relating to KKR, 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 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.

Important Information

Goldman Sachs International, which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA in the United Kingdom, is acting exclusively for the Consortium and Bidco and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Consortium for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in connection with the matters referred to in this Announcement.

Morgan Stanley & Co. International plc which is authorised by the PRA and regulated by the PRA and the FCA in the United Kingdom, is acting exclusively as financial advisor to the Consortium and Bidco and for no one else in connection with the possible offer and neither Morgan Stanley nor any of its affiliates, nor their respective directors, officers, employees or agents will be responsible to anyone other than the Consortium for providing the protections afforded to its clients or for providing advice in relation to the possible offer, the contents of this Announcement or any other matters referred to in this Announcement.

Disclosure Requirements of the Irish Takeover Rules

Under Rule 8.3(a) of the Irish Takeover Rules, any person who is 'interested' in 1% or more of any class of 'relevant securities' of an offeree company or a securities exchange offeror (being any offeror other than an offeror which has announced that its offer is, or is likely to be, solely in cash) must make an 'opening position disclosure' following the commencement of the 'offer period' and, if later, following the announcement in which any securities exchange offeror is first identified.  An 'opening position disclosure' must contain, among other things, details of the person's 'interests' and 'short positions' in any 'relevant securities' of each of: (i) the offeree company and (ii) any securities exchange offeror(s).  An 'opening position disclosure' by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 pm (London time) on the day that is ten 'business days' following the commencement of the 'offer period' and, if appropriate, by no later than 3:30 pm (London time) on the day that is ten 'business days' following the announcement in which any securities exchange offeror is first identified.

Under Rule 8.3(b) of the Irish Takeover Rules, if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of the offeree company or any securities exchange offeror (being any offeror other than an offeror which has announced that its offer is, or is likely to be, solely in cash), all 'dealings' in any 'relevant securities' of the offeree company or any securities exchange offeror (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by not later than 3:30 pm (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 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 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.

Under Rule 8.1 of the Irish Takeover Rules, each of the offeree company and the offeror must make an 'opening position disclosure' by no later than 12:00 noon (London time) on the day falling 10 'business days' following the commencement of the 'offer period' and must subsequently disclose details of any 'dealings' by it or any person 'acting in concert' with it in 'relevant securities' of the offeree company by no later than 12:00 noon (London time) on the 'business day' following the relevant 'dealing'.  All subsequent 'dealings' in 'relevant securities' of the offeree company by offeror or the offeree company, or by any party acting in concert with any of them, must also be disclosed by them no later than 12:00 noon (London time) on the 'business day' following the date of the relevant 'dealing'. 

If two or more persons co-operate on the basis of an 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(a) and (b) of the Irish Takeover Rules.  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 [phone].  

Publication on Website

In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this Announcement will be available on ECP's website at www.ecpgp.com/announcements by no later than 12:00 (noon) (London time) on the business day following publication of this Announcement.  The content of the website referred to in this Announcement is not incorporated into, and does not form part of, this Announcement.

In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this Announcement will be available on KKR's website at www.documentdisplay.com by no later than 12:00 (noon) (London time) on the business day following publication of this Announcement.  The content of the website referred to in this Announcement is not incorporated into, and does not form part of, this Announcement.

No offer or solicitation

This Announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this Announcement or otherwise.

The release, publication or distribution of this Announcement in whole or in part in, into or from any jurisdiction may be restricted by law and therefore persons into whose possession this Announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

 

END