REG-Dalata Hotel Group PLC Dalata Hotel Group PLC: Announcement relating to despatch of Rule 15 Proposals 

Dalata HotelAnnouncement

Today 17:00

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   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  1 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
   violation of such restrictions by any person. Further details in relation
   to Overseas Shareholders will be 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 Acquisition will not be capable of
   acceptance from within a Restricted Jurisdiction.

   The release, publication or distribution of this announcement in or into
   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, Bidco, Pandox,
   Eiendomsspar and Dalata disclaim any responsibility or liability for the
   violations of any such restrictions by any person.

    

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   Dissemination of a Regulatory Announcement, transmitted by EQS Group.
   The issuer is solely responsible for the content of this announcement.

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   ISIN:           IE00BJMZDW83, IE00BJMZDW83
   Category Code:  MSCM
   TIDM:           DAL,DHG
   LEI Code:       635400L2CWET7ONOBJ04
   OAM Categories: 3.1. Additional regulated information required to be
                   disclosed under the laws of a Member State
   Sequence No.:   398923
   EQS News ID:    2184284


    
   End of Announcement EQS News Service

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References

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