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Dalata Hotel Group PLC (DAL,DHG)
Dalata Hotel Group PLC: Announcement relating to the publication and
despatch of Scheme Document and Expected Timetable
12-Aug-2025 / 15:23 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,
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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
12 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 the publication and despatch of Scheme Document
and Expected Timetable
On 15 July 2025, the boards of directors of Dalata Hotel Group plc
(“Dalata” or “the Company”) and Pandox Ireland Tuck Limited (“Bidco”), a
newly-incorporated company, wholly-owned by Pandox AB (“Pandox”) and
Eiendomsspar AS (“Eiendomsspar”, and together with Pandox and Bidco, the
“Consortium”) announced that they had agreed the terms of a recommended
acquisition 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 (“Excluded Shares”)).
Under the terms of the Acquisition, Dalata Shareholders will be entitled
to receive:
for each Dalata Share €6.45 in cash,
payable to all shareholders of Dalata (“Dalata Shareholders”) (other than
the holders of Excluded Shares) on the register of members of Dalata at
the Scheme Record Date.
The Acquisition values the entire issued and to be issued share capital of
Dalata at approximately €1.4 billion on a fully diluted basis.
Publication of Scheme Document
Dalata announces that it has today published a circular relating to the
Scheme (the “Scheme Document”) which it has also posted to Dalata
Shareholders together with the associated Forms of Proxy. The expected
timetable of principal events in respect of the Acquisition is attached as
an Appendix to this announcement. The Scheme Document will be made
available, subject to certain restrictions relating to persons in
Restricted Jurisdictions, on Dalata’s website
( 1 https://dalata.com/investor-relations/) by no later than 12:00 noon on
the Business Day following the date of this Announcement.
• Action Required
• The Scheme requires approval by Dalata Shareholders at two Scheme
Meetings. The first of the Scheme Meetings (the “First Scheme
Meeting”), is being held for Eiendomsspar (as a member of the
Consortium) and Topco (as a wholly-owned subsidiary of a member of the
Consortium) (together, the “Consortium Shareholders”) at Clayton Hotel
Dublin Airport, Stockhole Lane, Clonshagh, Swords, Co. Dublin, K67
X3H5 on 11 September 2025 at 12.00 p.m. Eiendomsspar will vote at the
First Scheme Meeting and, as Topco acquired its Dalata Shares in
connection with the Acquisition, Topco will vote its Dalata Shares at
the First Scheme Meeting subject to the satisfaction of Condition 3.2
(as defined below).
• The second Scheme Meeting (the “Second Scheme Meeting”) of the Dalata
Shareholders (other than Holders of Excluded Shares and Consortium
Shareholders) (the “Independent Dalata Shareholders”) will be held at
Clayton Hotel Dublin Airport, Stockhole Lane, Clonshagh, Swords, Co.
Dublin, K67 X3H5 on 11 September 2025 at 12.05 p.m. or, if later, as
soon as the First Scheme Meeting has concluded or has been adjourned.
• In addition to approval at the Scheme Meetings, implementation of the
Scheme also requires various approvals by Dalata Shareholders at an
extraordinary general meeting (the “EGM”) to be held at Clayton Hotel
Dublin Airport, Stockhole Lane, Clonshagh, Swords, Co. Dublin, K67
X3H5 on 11 September 2025 at 12.15 p.m. or, if later, immediately
after the conclusion or adjournment of the Second Scheme Meeting. As
Topco and Bidco acquired their Dalata Shares in connection with the
Acquisition, Topco and Bidco will vote their Dalata Shares at the EGM
subject to the satisfaction of Condition 3.2 (as defined below).
• Amendment to Transaction Agreement and Irrevocable Undertakings
• On 11 August 2025, Dalata, Bidco, Topco and Eiendomsspar entered into
a deed of amendment (the “Deed of Amendment”) with respect to the
Transaction Agreement and the irrevocable undertaking entered into by
Topco on 15 July 2025 in favour of Bidco and Dalata (the
“Undertaking”). Pursuant to the Deed of Amendment, the Transaction
Agreement was amended to provide that (i) Pandox would, and it would
procure that Topco would, (a) pending satisfaction of Condition 3.2 of
Appendix I of the Rule 2.7 Announcement (“Condition 3.2”), refrain
from voting at any relevant Scheme Meeting and EGM and would undertake
to the High Court to be bound by the Scheme and (b) upon satisfaction
of Condition 3.2, exercise all rights to vote in favour of the Scheme
and its implementation at any relevant Scheme Meeting and EGM, (ii)
Eiendomsspar would exercise all rights to vote in favour of the Scheme
and its implementation at any relevant Scheme Meeting and EGM or, to
the extent not permitted to vote by applicable law, refrain from
voting but would undertake to the High Court to be bound by the
Scheme. Pursuant to the Deed of Amendment, Bidco undertakes that (a)
pending satisfaction of Condition 3.2, Bidco shall not be required to
vote at the EGM, but would attend such meeting and shall refrain from
voting and (ii) as soon as practicable following satisfaction of
Condition 3.2, Bidco would take all actions to vote in favour of the
implementation of the Scheme and the implementation of the Acquisition
at the EGM. The changes made to the Transaction Agreement and
Undertaking were for the purposes of conforming the voting obligations
contained therein to the requirements of applicable antitrust law. The
parties also agreed pursuant to the Deed of Amendment to enter into
the Escrow Agreement (as defined in the Transaction Agreement) by no
later than 10 Business Days after the date of the Scheme Document.
• Once the Scheme becomes Effective, it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted in
favour of, or at all at the Scheme Meetings or the EGM (and if they
attended and voted, whether or not they voted in favour).
Dalata Shareholders should carefully read the Scheme Document in its
entirety before making a decision with respect to the Scheme.
Expected Timetable of Principal Events
An expected timetable of principal events is attached as an Appendix to
this announcement.
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.
Enquiries
Dalata Hotel Group plc
Dermot Crowley
Sean McKeon +353 1 206 9400
Investor Relations 2 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
3 Dalata@fticonsulting.com
Statements Required by the Takeover Rules
The Dalata Directors accept responsibility for the information contained
in this announcement relating to 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 Dalata 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.
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 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.
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 4 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.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
• The following indicative timetable is based on Dalata’s and Bidco’s
current expected dates for the implementation of the Acquisition and
the Scheme and is subject to change. If any of the dates and/or times
in this expected timetable change, the revised dates and/or times will
be notified to Dalata Shareholders by announcement through a
Regulatory Information Service, with such announcement being made
available on Dalata’s website at
https://dalatahotelgroup.com/investor-relations/.
• Event • Time • Date
• Publication of the Scheme • • 12 August 2025
Document
• Voting Record Time(1) • 6.00 p.m. • 7 September 2025
• Latest time for receipt of Forms
of Proxy for the First Scheme • 12.00 p.m. • 9 September 2025
Meeting (YELLOW Form) (2) (3)
•
• Latest time for receipt of Forms
of Proxy for the Second Scheme • 12.05 p.m. 9 September 2025
Meeting (ORANGE Form)
• Latest time for receipt of Forms
of Proxy for the Extraordinary • 12.15 p.m. • 9 September 2025
General Meeting (PINK Form) (2)
(3)
• First Scheme Meeting • 12.00 p.m. • 11 September 2025
Second Scheme Meeting 12.05 p.m. 11 September 2025
• Extraordinary General Meeting (4) • 12.15 p.m. • 11 September 2025
• Notes:
1. The Voting Record Time in respect of the Scheme Meetings is 6:00 p.m.
on 7 September 2025 or if the Scheme Meetings are adjourned, 6:00 p.m. on
the day before the date that falls 72 hours before the time appointed for
the adjourned meetings. Holdings as of the Voting Record Time determine
entitlement to attend, speak, ask questions and in respect of the number
of ordinary shares registered in a holder’s name, vote at the meeting, or
if relevant, any adjournment thereof. Changes in the Register of Members
after that time and date will be disregarded in determining the right of
any person to attend and/or vote at the meetings or any adjournment
thereof.
The Voting Record Time in respect of the EGM is 6:00 p.m. on 7 September
2025 or if the EGM is adjourned, 6:00 p.m. on the day before the date that
falls 72 hours before the time appointed for the adjourned meeting.
Holdings as of the Voting Record Time determine entitlement to attend,
speak, ask questions and in respect of the number of ordinary shares
registered in a holder’s name, vote at the meeting, or if relevant, any
adjournment thereof. Changes in the Register of Members after that time
and date will be disregarded in determining the right of any person to
attend and/or vote at the meeting or any adjournment thereof.
2. All such persons who are eligible to exercise voting rights in
connection with the Resolutions proposed for consideration at the Scheme
Meetings and EGM are recommended to consult with their stockbroker or
other intermediary at the earliest opportunity given that earlier
deadlines for actions than those set out in the “Expected Timetable of
Principal Events” will be applied by relevant service providers.
3. Different deadlines and procedures for voting may apply in certain
cases. This is particularly relevant if you hold your interest in Dalata
Shares via the Euroclear System, or in Dalata CDIs via the CREST system.
The relevant voting deadlines are expected to be confirmed by Euroclear
Bank and EUI (or Broadridge), and notified by, or on behalf of each of
them to EB Participants and CDI Holders respectively. The voting service
will process and deliver proxy voting instructions received from CREST
members on the Broadridge voting deadline date to Euroclear Bank, by its
cut-off and to agreed market requirements. Euroclear Bank will, wherever
practical, seek a voting instruction deadline of one hour prior to the
Company's proxy appointment deadline. Broadridge’s voting deadline will be
earlier than Euroclear Bank’s voting instruction deadline.
4. The EGM will commence at 12.15 p.m., or, if later, immediately after
the conclusion or adjournment of the Second Scheme Meeting.
The following sequence or dates are provided by way of indicative guidance
only, are subject to change and will depend, amongst other things, on the
date on which certain Conditions to the Scheme are satisfied or, if
capable of waiver, waived and on the date on which the High Court
sanctions the Scheme and confirms the associated Reduction of Capital.
Dalata will give notice of all of these dates, when known, by issuing an
announcement through a Regulatory Information Service, with such
announcement being made available at Dalata’s website at
https://dalatahotelgroup.com/investor-relations/. Further updates or
changes to other times or dates indicated below shall, at Dalata’s
discretion, be notified in the same way. Please also see note (5) below.
Cancellation Record Time 11.59 p.m. (Irish time) on the
day before the Court Hearing
Scheme Court Hearing (application for the As soon as practicable after the
High Court to sanction the Scheme) and Scheme Meetings and EGM, which
issuance of the Court Order is expected to be during October
2025 ("D")
Payment of the Consideration by Bidco D + 4 Business Days
under the Transaction Agreement and
issuance of Confirmation and Escrow Agent
Receipt Confirmation in accordance with
the Escrow Provisions (6)
Expected last day of dealings
D + 6 Business Days
6:00 p.m. (Dublin time) on the
Scheme Record Time Business Day immediately prior
to the Effective Date
Effective Date and Effective Time of the D + 6 Business Days (7)
Scheme
Cancellation of listings of Dalata Shares
Distribution of Consideration paid under D + 7 Business Days
Scheme (despatch of cheques or SEPA
payments (in the case of shareholders
holding in book-entry form) and
electronic transfer to Euroclear Bank (in Within 14 days of the Effective
the case of uncertificated shareholders) Date
(8)
31 March 2026, or such later
date as Bidco and Dalata may,
End Date (9) with (if required) the consent
of the Panel, agree and (if
required) the High Court may
allow
•
• Notes:
5. These dates are indicative only and will depend on, among other things,
the date upon which: (i) the Conditions of the Scheme are satisfied or (if
capable of waiver) waived; and (ii) the sanction of the Scheme by the High
Court and the confirmation by the High Court of the Reduction of Capital
necessary to implement the Scheme, the delivery of a copy of the Court
Order and the minute required by Section 86 of the Act related to the
Reduction of Capital to the Registrar of Companies and the registration of
the Court Order and minute by the Registrar of Companies. The Acquisition
is currently expected to be declared effective before the end of November
2025. All times shown in the Scheme Document are Irish times unless
otherwise stated.
6. The Consideration payable by Bidco to Scheme Shareholders pursuant to
the Scheme will be paid by Bidco to the Escrow Agent on the Escrow Amount
Payment Date to be held by the Escrow Agent for the benefit and to the
order of Bidco and/or the Scheme Shareholders (as applicable) and
released, in each case on the terms and subject to the conditions of the
Transaction Agreement and the Escrow Agreement.
7. The Effective Date and Effective Time of the Scheme may alternatively
occur on D + 7 Business Days. Dalata Shareholders will be notified of the
Effective Date and Effective Time, once known, through an announcement on
a Regulatory Information Service. If D + 7 Business Days is the timing of
the Effective Date, all related dates under the Scheme timetable will also
be adjusted.
8. Each of Dalata, Eiendomsspar, Pandox and Bidco have assumed certain
obligations with respect to the mechanics for completion of the
Acquisition, details of which are set out in the Transaction Agreement
(see paragraph 8 of Part III (Information required under Section 452 of
the Act—recommended Acquisition for cash of Dalata) of the Scheme
Document).
9. This is the latest date by which the Scheme may become effective.
However, the End Date may be extended to such later date as Dalata and
Bidco may agree in writing (with the Panel’s consent and as the High Court
may approve (should such approval(s) be required)).
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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.: 398659
EQS News ID: 2182980
End of Announcement EQS News Service
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References
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2. mailto:investorrelations@dalatahotelgroup.com
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