REG-Dalata Hotel Group PLC Dalata Hotel Group PLC: Rejection of possible offer by Pandox Consortium

Dalata HotelAnnouncement

03/06/2025 15:15

============

   Dalata Hotel Group PLC (DAL,DHG)
   Dalata Hotel Group PLC: Rejection of possible offer by Pandox Consortium

   03-Jun-2025 / 15:07 GMT/BST

   ══════════════════════════════════════════════════════════════════════════

   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

    

   THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE IRISH TAKEOVER PANEL ACT
   1997, TAKEOVER RULES, 2022 (THE "IRISH TAKEOVER RULES") AND IS NOT AN
   ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE
   IRISH TAKEOVER RULES. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL
   BE MADE

    

   FOR IMMEDIATE RELEASE

   03 June 2025

                             Dalata Hotel Group plc

                              ISE: DHG   LSE: DAL

                                        

   Rejection of possible offer by Pandox Consortium

    

   Dalata Hotel Group plc (“Dalata” or the “Group”) notes the announcement by
   Pandox AB (“Pandox”) and Eiendomsspar AS ("Eiendomsspar" and together with
   Pandox, the "Pandox Consortium") in relation to a non-binding proposal
   regarding a possible cash offer for the entire issued and to be issued
   share capital of the Group of 605 cents per share (the "Pandox Possible
   Offer").

    

   The Board of Dalata (the “Board”) has considered the Pandox Possible
   Offer, together with its advisers, including in the context of its
   rigorous and ongoing Formal Sales Process (“FSP”), and concluded that the
   Pandox Possible Offer materially undervalues the Group and its prospects
   and has therefore unanimously rejected the Pandox Possible Offer.

    

   The Board announced a Strategic Review on 6 March 2025 to explore options
   available to optimise capital opportunities for the Group and to
   enhance value for shareholders, including a FSP pursuant to the Irish
   Takeover Rules.

    

   The Board confirms it continues to engage in constructive discussions with
   a number of parties who are participating in the FSP and who have
   submitted initial non-binding proposals to acquire the entire issued and
   to be issued share capital of the Group. Pandox is not a participant in
   the FSP, having declined to enter the process on the terms of the process
   set out in the Group’s announcement dated 6 March 2025.

    

   The Board remains committed to its ongoing Strategic Review and FSP and a
   further announcement will be made in due course as appropriate.

    

   Shareholders are advised to take no action in relation to the Pandox
   Possible Offer.

    

   In accordance with Rule 2.6 of the Irish Takeover Rules, the Pandox
   Consortium is required, no later than 5:00pm (Irish time) on 15 July 2025,
   to either: (i) announce a firm intention to make an offer for Dalata in
   accordance with Rule 2.7 of the Irish Takeover Rules; or (ii) announce
   that it does not intend to make an offer for Dalata, in which case the
   announcement will be treated as a statement to which Rule 2.8 of the Irish
   Takeover Rules applies.  This deadline will only be extended with the
   consent of the Irish Takeover Panel in accordance with Rule 2.6(c) of the
   Irish Takeover Rules.

    

   Shareholders are advised that this announcement does not represent a firm
   intention by any party to make an offer under Rule 2.7 of the Irish
   Takeover Rules and there can be no certainty that any offers will be made
   as a result of the FSP, or that any sale or other transaction will be
   concluded.

    

   The Group continues to be in an offer period as defined in the Irish
   Takeover Rules and the dealing disclosure requirements set out below
   continue to apply.

   Enquiries

    

   Dalata Hotel Group plc

   Dermot Crowley
                                       +353 1 206 9400
   Sean McKeon
                                       investorrelations@Dalatahotelgroup.com
   Investor Relations

    
   Rothschild & Co (Financial Adviser)

   Avi Goldberg                        +44 (0) 20 7280 5000

   Sam Green                            

    
   Davy (Joint Corporate Broker)

   Anthony Farrell                     +353 1 679 6363

   Orla Cowzer                          

                                        

   Berenberg (Joint Corporate Broker)   

   Ben Wright                          +44 203 753 3069

   Clayton Bush
                                        
   FTI   Consulting    (Communications +353 86 2314135
   Adviser)
                                       +353 86 6712702
   Jonathan Neilan
                                       Dalata@fticonsulting.com
   Declan Kearney
                                        
   Edward Bridges
                                        
    

    

   Disclosure requirements of the Irish 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 transaction. 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' 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 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.

    

   Responsibility Statement

    

   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.

    

   Publication on Website

    

   In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this
   announcement will be available on the Group's website at
   https://dalatahotelgroup.com/investor-relations/ by no later than 12.00
   (noon) (Irish/UK time) on the business day following publication of this
   announcement. The content of the website referred to in this announcement
   is not incorporated into, and does not form part of, this announcement.

    

   Other notices

    

   This announcement is not intended to, and does not, constitute or form
   part of (1) an offer or invitation to purchase or otherwise acquire,
   subscribe for, tender, exchange, sell or otherwise dispose of any
   securities, (2) the solicitation of an offer or invitation to purchase or
   otherwise acquire, subscribe for, tender, exchange, sell or otherwise
   dispose of any securities, or (3) the solicitation of any vote or approval
   in any jurisdiction, pursuant to this announcement or otherwise.

    

   N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised
   and regulated by the Financial Conduct Authority in the United Kingdom, is
   acting exclusively for Dalata and for no one else in connection with the
   subject matter of this announcement and will not be responsible to anyone
   other than Dalata for providing the protections afforded to its clients or
   for providing advice in connection with the subject matter of this
   announcement.

    

   J&E Davy, which is authorised and regulated in Ireland by the Central Bank
   of Ireland, 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.

    

   The release, publication or distribution of this announcement in, into, or
   from, certain jurisdictions other than Ireland may be restricted or
   affected by the laws of those jurisdictions. Accordingly, copies of this
   announcement are not being, and must not be, mailed or otherwise
   forwarded, distributed or sent in, into, or from any such jurisdiction.
   Therefore persons who receive this announcement (including without
   limitation nominees, trustees and custodians) and are subject to the laws
   of any jurisdiction other than Ireland who are not resident in Ireland
   will need to inform themselves about, and observe any applicable
   restrictions or requirements. Any failure to do so may constitute a
   violation of the securities laws of any such jurisdiction.

   ══════════════════════════════════════════════════════════════════════════

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

   ══════════════════════════════════════════════════════════════════════════

   ISIN:           IE00BJMZDW83, IE00BJMZDW83
   Category Code:  MSCH
   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.:   391552
   EQS News ID:    2149936


    
   End of Announcement EQS News Service

   ══════════════════════════════════════════════════════════════════════════

References

   Visible links
   1. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=23cff420131ba9a338a0ee4d4d60bd20&application_id=2149936&site_id=refinitiv~~~790ea929-3c21-49b8-8ff9-1aed464daef1&application_name=news


============