DJ Dalata Hotel Group PLC: Results of Scheme Meetings and EGM
Dalata Hotel Group PLC (DAL,DHG)
Dalata Hotel Group PLC: Results of Scheme Meetings and EGM
11-Sep-2025 / 17:21 GMT/BST
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, 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 THAT JURISDICTIONFOR IMMEDIATE RELEASE
11 SEPTEMBER 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
RESULTS OF SCHEME MEETINGS AND EGM
The boards of Pandox Ireland Tuck Limited ("Bidco") and Dalata Hotel Group plc ("Dalata") are pleased to announce that
at today's Scheme Meetings and Extraordinary General Meeting in connection with the final recommended cash offer by
Bidco, for the entire issued and to be issued share capital of Dalata (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"):
-- the Dalata Shareholders voted in favour of the Scheme Meeting Resolution to approve the Scheme at the Scheme
Meetings; and
-- the Dalata Shareholders voted in favour of the EGM Resolutions at the EGM.
Full details of the Resolutions passed are set out in the notices of the Scheme Meetings and EGM contained in the
Scheme Document dated 12 August 2025 (the "Scheme Document").
The detailed voting results in relation to the Scheme Meetings and EGM are set out below:
Voting Results of the First Scheme Meeting
The Scheme Meeting Resolution was duly passed on a poll vote at the First Scheme Meeting. The results of the poll were
as follows. The required quorum in respect of the First Scheme Meeting, being at least two persons holding or
representing by proxy at least one-third in nominal value of the Consortium Shares, was satisfied.
Number of Consortium Shares % of Consortium Shares Number of Consortium Shares Voted as a % of
Voted Voted Consortium Shares**
For 18,530,682 100% 89.34%
Against 0 0% 0%
Total 18,530,682 100% 89.34%
Withheld* 0 - -
* 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 Consortium Shares in issue at the Voting Record Time was 20,741,832.
Voting Results of the Second Scheme Meeting
The Scheme Meeting Resolution was duly passed on a poll vote at the Second Scheme Meeting. The results of the poll were as follows. The required quorum in respect of the Second Scheme Meeting, being at least two persons holding or representing by proxy at least one-third in nominal value of the Scheme Shares (other than the Consortium Shares), was satisfied.
Number of Scheme Shares % of Scheme Shares (other Number of Scheme Shares (other than Consortium
(other than Consortium than Consortium Shares) Shares) Voted as a % of Scheme Shares (other than
Shares) Voted Voted Consortium Shares)**
For 73,830,443 99.87% 48.04%
Against 92,581 0.13% 0.06%
Total 73,923,024 100% 48.10%
Withheld* 30,591 - -
* 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 (other than Consortium Shares) in issue at the Voting Record Time was 153,682,051.
Voting Results of the EGM
Number of Dalata Shares Voted % of Dalata Shares Voted Number of Dalata Shares Voted as a % of Dalata
Shares**
Resolution 1 - Amendment of Memorandum of Association
For 100,098,120 99.91% 47.33%
Against 88,381 0.09% 0.04%
Total 100,186,501 100% 47.37%
Withheld* 30,591 - -
Resolution 2 - Approval of the Scheme of Arrangement
For 100,093,920 99.91% 47.33%
Against 92,581 0.09% 0.04%
Total 100,186,501 100% 47.37%
Withheld* 30,591 - -
Resolution 3 - Cancellation of Cancellation Shares
For 100,092,644 99.91% 47.33%
Against 88,381 0.09% 0.04%
Total 100,181,025 100% 47.37%
Withheld* 36,067 - -
Resolution 4 - Application of Reserves
For 100,093,920 99.91% 47.33%
Against 88,381 0.09% 0.04%
Total 100,182,301 100% 47.37%
Withheld* 34,791 - -
Resolution 5 - Amendment of Articles of Association
For 100,098,120 99.91% 47.33%
Against 88,381 0.09% 0.04%
Total 100,186,501 100% 47.37%
Withheld* 30,591 - -
Resolution 6 - Management Incentive Payment
For 92,941,800 99.89% 43.95%
Against 100,981 0.11% 0.05%
Total 93,042,781 100% 44%
Withheld* 5,035,550 - -
Resolution 7 - Adjournment of the EGM
For 97,911,928 97.73% 46.30%
Against 2,274,573 2.27% 1.07%
Total 100,186,501 100% 47.37%
Withheld* 30,591 - -
* 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 Dalata Shares in issue at the Voting Record Time was 211,483,988.
Effective Date and Timetable
Completion of the Acquisition remains subject to satisfaction or waiver of the other Conditions set out in the Scheme Document including the sanction by the Court of the Scheme at the Court Hearing.
It is expected that an application will shortly be made to the High Court to fix the date of the Court Hearing to sanction the Scheme on a date in October 2025. Once this date has been fixed, Dalata will give notice of this date by issuing an announcement through a Regulatory Information Service. Such announcement will, subject to certain restrictions, also be available on Dalata's website.
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.
Enquiries
Dalata Hotel Group plc
Dermot Crowley
Sean McKeon +353 1 206 9400
Investor Relations investorrelations@dalatahotelgroup.com
Rothschild & Co (Financial Adviser to Dalata)
Avi Goldberg
Sam Green
Alice Squires
+44 (0) 20 7280 5000
Nikhil Walia
Joel Barnett
Berenberg (Joint Corporate Broker)
Ben Wright
+44 203 753 3069
Clayton Bush
Davy (Joint Corporate Broker)
Anthony Farrell
Orla Cowzer +353 1 679 6363
FTI Consulting (Communications Adviser to Dalata)
+353 86 2314135
Jonathan Neilan
+353 86 6712702
Declan Kearney
+44 7768 216607
Edward Bridges
Dalata@fticonsulting.com
Responsibility statements required by the Irish Takeover Rules
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