DJ Dalata Hotel Group PLC: Announcement relating to despatch of Rule 15 Proposals
Dalata Hotel Group PLC (DAL,DHG)
Dalata Hotel Group PLC: Announcement relating to despatch of Rule 15 Proposals
14-Aug-2025 / 16:50 GMT/BST
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM AUSTRALIA,
BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, OR ANY OTHER JURISDICTION
WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD REQUIRE ADDITIONAL PROSPECTUSES, REGISTRATION OR OTHER MEASURES BEYOND
THOSE REQUIRED UNDER SWEDISH LAW, IS PROHIBITED, OR OTHERWISE WOULD CONTRAVENE APPLICABLE REGULATIONS IN SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
14 AUGUST 2025
RECOMMENDED CASH OFFER
FOR
DALATA HOTEL GROUP PLC
BY
PANDOX IRELAND TUCK LIMITED
A NEWLY-INCORPORATED COMPANY WHOLLY-OWNED BY PANDOX AB AND EIENDOMSSPAR AS
TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014
Announcement relating to despatch of Rule 15 Proposals
In accordance with Rule 15(c) of the Irish Takeover Panel Act, 1997, Takeover Rules, 2022 (the "Irish Takeover Rules"),
Pandox Ireland Tuck Limited ("Bidco") and Dalata Hotel Group plc ("Dalata") announce that letters dated 14 August 2025
containing details of the proposals to holders of subsisting awards or options granted under each of: (i) the Dalata
2017 Long Term Incentive Plan, (ii) the Dalata Irish Sharesave Scheme and (iii) the Dalata UK Sharesave Scheme
(together, the "Proposals") have been despatched to such holders in connection with the proposed acquisition of Dalata
by Bidco (the "Acquisition").
The Proposals are being made available for inspection on Dalata's website at (https://dalata.com/investor-relations/)
and on Pandox's website (www.pandox.se/investor-relations/). For the avoidance of doubt, the content of such websites
is not incorporated into, and does not form part of, this announcement.
Request for Proposals
If you are a Dalata Awardholder and did not receive one or more Proposals, please contact
companysecretarial@dalatahotelgroup.com.
Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings
as given to them in the Scheme Document published by Dalata on 12 August 2025.
Statements Required by the Takeover Rules
The Dalata Directors accept responsibility for the information contained in this announcement, other than information
relating to (i) Pandox, the Pandox Group, the Pandox Directors and members of their immediate families, related trusts
and persons connected with them, (ii) Eiendomsspar, the Eiendomsspar Group, the Eiendomsspar Directors and members of
their immediate families, related trusts and persons connected with them, and (iii) Bidco, the Bidco Group and 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 Dalata Directors (who have taken all reasonable care to ensure 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, other than information
relating to (i) Pandox, the Pandox Group, the Pandox Directors and members of their immediate families, related trusts
and persons connected with them, (ii) Eiendomsspar, the Eiendomsspar Group, the Eiendomsspar Directors and members of
their immediate families, related trusts and persons connected with them, and (iii) Dalata, the Dalata Group and the
Dalata 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 this 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 Pandox Directors accept responsibility for the information contained in this announcement, other than information
relating to (i) Eiendomsspar, the Eiendomsspar Group, the Eiendomsspar Directors and members of their immediate
families, related trusts and persons connected with them, and (ii) Dalata, the Dalata Group and the Dalata Directors
and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge
and belief of the Pandox Directors (who have taken all reasonable care to ensure that this 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 Eiendomsspar Directors accept responsibility for the information contained in this announcement, other than
information relating to (i) Pandox, the Pandox Group, the Pandox Directors and members of their immediate families,
related trusts and persons connected with them, and (ii) Dalata, the Dalata Group and the Dalata Directors and members
of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of
the Eiendomsspar Directors (who have taken all reasonable care to ensure that this 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.
Disclosure requirements of the 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 Dalata 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 (Irish/UK 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 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 Dalata.
All 'dealings' in 'relevant securities' of Dalata by a bidder, or by any party Acting in Concert with a bidder, must
also be disclosed by no later than 12 noon (Irish/UK 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' 'opening positions' 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.
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. If you are in any doubt as to whether or not you are required to disclose a dealing or an
opening position 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.
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 Documents), which will contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any acceptance or other response to the Acquisition
should be made only on the basis of the information in the Scheme Document (or, if applicable the Takeover Offer
Documents).
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
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
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