Results of Court and General Meetings
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
18 September 2026
RECOMMENDED FINAL 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
RESULTS OF SCHEME MEETING AND EGM
1. Introduction
The boards of DCC Energy plc ("DCC Energy") and Dragon Bidco Limited ("Bidco") are pleased to announce that at today's Scheme Meeting and Extraordinary General Meeting ("EGM") held in connection with the recommended acquisition by Bidco for the entire issued and to be issued share capital of DCC Energy (the "Acquisition"), to be effected by way of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 (the "Scheme"):
· DCC Energy Shareholders voted in favour of the Scheme Meeting Resolution to approve the Scheme at the Scheme Meeting; and
· DCC Energy Shareholders voted in favour of each of the EGM Resolutions at the EGM.
Mark Breuer, Chair of DCC Energy, said:
"The Board of DCC Energy is pleased that shareholders have today approved the Scheme of Arrangement to give effect to the recommended acquisition of the Company.
The transaction represents a compelling opportunity for our shareholders to crystalise value and, on behalf of the Board, I would like to thank shareholders for their engagement and support throughout the process.
Subject to the satisfaction of remaining conditions and the sanction of the Scheme by the Irish High Court, we continue to expect completion to take place in the first quarter of 2027."
Full details of the Resolutions passed are set out in the notices of the Scheme Meeting and EGM contained in the Scheme Document dated 24 August 2026 (the "Scheme Document").
Except as otherwise defined herein, capitalised terms used but not defined in this Announcement have the same meaning as given to them in the Scheme Document.
The detailed voting results in relation to the Scheme Meeting and EGM are set out below, rounded to two decimal places:
2. Voting Results of the Scheme Meeting
The requisite majority of the Scheme Shareholders has voted in favour of the Scheme Meeting Resolution on a poll at the Scheme Meeting. The required quorum in respect of the Scheme Meeting was satisfied. The results of the poll were as follows:
|
|
Number of Scheme Shares Voted |
% of Scheme Shares Voted |
Number of Scheme Shares Voted as a % of Scheme Shares ** |
|
For |
43,920,116 |
78.09% |
51.41% |
|
Against |
12,321,123 |
21.91% |
14.42% |
|
Total |
56,241,239 |
100.00% |
65.84% |
|
Withheld* |
348,891 |
|
|
* The "Vote Withheld" option is provided to enable abstention on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" and "Against" a resolution.
** The total number of Scheme Shares in issue at the Voting Record Time was 85,424,135.
3. Voting Results of the EGM
The requisite majorities of the DCC Energy Shareholders have voted in favour of the EGM Resolutions on a poll at the EGM. The required quorum in respect of the EGM was satisfied. The results of the poll were as follows:
|
|
Number of DCC Energy Shares Voted |
% of DCC Energy Shares Voted |
Number of DCC Energy Shares Voted as a % of DCC Energy Shares ** |
|
Resolution 1 - Special Resolution: Amendment of Memorandum of Association |
|||
|
For |
43,598,394 |
77.47% |
51.04% |
|
Against |
12,678,869 |
22.53% |
14.84% |
|
Total |
56,277,263 |
100.00% |
65.88% |
|
Withheld* |
119,571 |
|
|
|
Resolution 2 - Ordinary Resolution: Approval of the Scheme of Arrangement |
|||
|
For |
43,517,701 |
77.33% |
50.94% |
|
Against |
12,755,702 |
22.67% |
14.93% |
|
Total |
56,273,403 |
100.00% |
65.88% |
|
Withheld* |
123,431 |
|
|
|
Resolution 3 - Special Resolution: Cancellation of Cancellation Shares |
|||
|
For |
43,599,724 |
77.47% |
51.04% |
|
Against |
12,676,293 |
22.53% |
14.84% |
|
Total |
56,276,017 |
100.00% |
65.88% |
|
Withheld* |
120,817 |
|
|
|
Resolution 4 - Ordinary Resolution: Application of Reserves |
|||
|
For |
43,579,030 |
77.44% |
51.01% |
|
Against |
12,697,962 |
22.56% |
14.86% |
|
Total |
56,276,992 |
100.00% |
65.88% |
|
Withheld* |
119,842 |
|
|
|
Resolution 5 - Special Resolution: Amendment of Articles of Association |
|||
|
For |
43,599,431 |
77.47% |
51.04% |
|
Against |
12,677,924 |
22.53% |
14.84% |
|
Total |
56,277,355 |
100.00% |
65.88% |
|
Withheld* |
119,479 |
|
|
* The "Vote Withheld" option is provided to enable abstention on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" and "Against" a resolution.
** The total number of DCC Energy Shares in issue at the Voting Record Time was 85,424,135.
In accordance with the UK Listing Rules, a copy of each of the Resolutions will be submitted to the UK's National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/index.html#/nsm/nationalstoragemechanism.
4. Effective Date and Timetable
Completion of the Acquisition remains subject to the satisfaction or, where applicable, waiver of the other Conditions set out in the Scheme Document, including the sanction by the High Court of the Scheme at the Scheme Court Hearing and the confirmation by the High Court of the related Reduction of Capital.
The expected timetable of principal events for the implementation of the Scheme remains as set out on pages 12 to 13 (inclusive) of the Scheme Document. If any of the dates and/or times in the expected timetable change, the revised dates and/or times will be notified by announcement through a Regulatory Information Service and by making such announcement available on DCC Energy's website at https://www.dccenergy.com/offer-for-dccenergy.
Enquiries
|
DCC Energy
Conor Murphy, Chief Financial Officer |
Tel: +353 1 2799 400 |
|
Sodali & Co (Communications Advisor to DCC Energy)
Eavan Gannon
|
dccenergy@info.sodali.com
|
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.
Inside Information
This Announcement contains inside information and has been issued pursuant to Regulation (EU) No. 596/2014 of the European Parliament and the Council of 16 April 2014 on Market Abuse as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended from time to time. The date and time of this Announcement is the same date and time that it has been communicated to the media. The person responsible for arranging the release of this Announcement on behalf of DCC Energy is Darragh Byrne, Chief Risk Officer and General Counsel of DCC Energy.
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 matters referred to in this Announcement 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.
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 Companies Act 2014. 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 and Davy, 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, 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.
Rounding
Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an exact arithmetic aggregation of the figures that precede them.
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, DCC Energy disclaims any responsibility or liability for the violations of any such restrictions by any person.
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