DJ SANCTION OF THE SCHEME BY THE COURT
Dalata Hotel Group PLC (DAL,DHG)
SANCTION OF THE SCHEME BY THE COURT
29-Oct-2025 / 18:00 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 JURISDICTION FOR IMMEDIATE RELEASE
29 October 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
sanction of the scheme by the court
The boards of Pandox Ireland Tuck Limited ("Bidco") and Dalata Hotel Group plc ("Dalata") are pleased to announce that
the scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 (the "Scheme") to implement the
unanimously recommended cash acquisition by Bidco of the entire issued and to be issued share capital of Dalata (other
than Treasury Shares and Dalata Shares in the beneficial ownership of Bidco) (the "Acquisition") has today been
sanctioned by the High Court of Ireland.
The Scheme and the Acquisition will become effective on delivery to the Registrar of Companies of the Court Order and
the minute required by section 86 of the Companies Act 2014 confirming the Reduction of Capital to be effected as part
of the Scheme and such Reduction of Capital having become effective upon the registration of the Court Order and minute
by the Registrar of Companies.
Delivery and registration of the Court Order and the minute confirming the Reduction of Capital is expected to occur at
approximately 9.30 a.m. on 7 November 2025 (the "Effective Date").
Accordingly, 6 November 2025 is expected to be the last date on which trading of Dalata Shares on Euronext Dublin and
the London Stock Exchange will occur. Cancellation of the admission of Dalata Shares to trading on the regulated market
of Euronext Dublin and on the Main Market of the London Stock Exchange and the listing of Dalata Shares on the Official
List of Euronext Dublin and the FCA's Official list is expected to occur by 7.00 a.m. on 10 November 2025 (being the
first business day following the Effective Date).
In accordance with the requirements of the Irish Takeover Rules, all consideration to be paid by Bidco to Scheme
Shareholders under the terms of the Scheme is expected to be distributed by no later than 21 November 2025.
Capitalised terms used, but not defined, in this announcement have the same meaning as in the Scheme Document dated 12
August 2025. All times stated in this announcement are to time in Dublin.
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
+353 (0)1 667 0400
Goodbody (Financial Adviser to the Consortium)
Finbarr Griffin
Andrew Hackney
Cameron Duncan
Jason Molins
William Hall
Pandox
Liia Nõu
Sodali & Co (PR advisor)
Seán Lawless +46 8 506 205 50
Eavan Gannon
+353 (0) 85 116 7640
+353 (0) 87 236 5973
Responsibility statements required by the Irish Takeover Rules
The Directors of Dalata accept responsibility for the information contained in this announcement. To the best of their knowledge and belief (having taken all reasonable care to ensure 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.
The directors of Bidco accept responsibility for the information contained in this announcement, other than information relating to Dalata, the Dalata Group and the Dalata Directors and members of their immediate families, related trusts and persons connected to them. To the best of their knowledge and belief (having 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.
Advisers
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Dalata and for no one else in connection with the Acquisition and will not be responsible to anyone other than Dalata in respect of protections that may be afforded to clients of Rothschild & Co nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither Rothschild & Co 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 Rothschild & Co in connection with this announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this announcement.
J&E Davy ("Davy"), which is authorised and regulated in Ireland by the Central Bank of Ireland, and in the United Kingdom, Davy is authorised and regulated by the FCA. Davy is acting exclusively for Dalata and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Dalata for providing the protections afforded to clients of Davy or for providing advice in connection with the matters referred to in this announcement.
Joh. Berenberg, Gossler & Co. KG ("Berenberg"), which is authorised and regulated by the German Federal Financial Supervisory Authority and is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Dalata and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Dalata for providing the protections afforded to clients of Berenberg for providing advice in connection with any matter referred to herein. Neither Berenberg 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 Berenberg in connection with this announcement, any statement contained herein or otherwise.
Goodbody Stockbrokers UC ("Goodbody") is authorised and regulated by the Central Bank of Ireland and in the United Kingdom, Goodbody is authorised and regulated by the FCA. Goodbody is acting exclusively for the Consortium as financial adviser and no one else in connection with the Acquisition and other matters set out in this announcement and shall not be responsible to anyone other than the Consortium for providing the protections afforded to clients of Goodbody, nor for providing advice in connection with the Acquisition, the content of this announcement or any matter or arrangement referred to herein. Neither Goodbody nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goodbody in connection with this announcement, the Acquisition, any statement contained herein or otherwise.
Disclosure requirements of the Takeover Rules
(MORE TO FOLLOW) Dow Jones Newswires
October 29, 2025 14:01 ET (18:01 GMT)