REG-Dalata Hotel Group PLC Announcement in relation to European Commission Clearance and Date of Court Hearing to sanction scheme

Dalata HotelAnnouncement

07/10/2025 07:00

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   Dalata Hotel Group PLC (DAL,DHG)
   Announcement in relation to European Commission Clearance and Date of
   Court Hearing to sanction scheme

   07-Oct-2025 / 07:00 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

   7 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

                                        

                    RECEIPT OF EUROPEAN COMMISSION CLEARANCE

                                      AND

            ANNOUNCEMENT OF DATE OF COURT HEARING TO SANCTION SCHEME

   On 15 July 2025, Dalata Hotel Group plc (“Dalata”) and Pandox Ireland Tuck
   Limited (“Bidco”) announced a recommended cash offer for the entire issued
   and to be issued share capital of Dalata by Bidco (the “Acquisition”), to
   be implemented by way of a scheme of arrangement under Chapter 1 of Part 9
   of the Companies Act 2014 (the “Scheme”), which is subject to the terms
   and conditions set out in the scheme document published by Dalata on 12
   August 2025 (the "Scheme Document").

   Dalata Shareholders voted in favour of the Acquisition at the Scheme
   Meetings and Extraordinary General Meeting held on 11 September 2025. 

   Receipt of European Commission Clearance

   The Board of Dalata are pleased to announce that it has been notified that
   the EU Commission has made its determination in respect of the Acquisition
   and has concluded that it may be put into effect. Accordingly, Condition
   3.2 of Part V of the Scheme Document has been satisfied.

   Announcement of Date of Court Hearing to Sanction the Scheme

   The Board of Dalata also announces that the Court Hearing, where sanction
   of the Scheme by the High Court of Ireland (the “Court”) will be sought,
   has been set for 11.00 am on Wednesday, 29 October 2025.

   Information on the Court Hearing (or, if relevant, a change in the date of
   the Court Hearing) will be advertised on the Company's website
    1 www.dalatahotelgroup.com. By Order of the Court, any interested party
   intending to appear at the hearing must give notice of their intention to
   do so to the Company’s solicitors, A&L Goodbody LLP, by no later than 6pm
   (GMT) on Thursday 23 October 2025. Any affidavit evidence that an
   interested party intends to rely on at the hearing shall be filed with the
   Central Office of the Court and served on the Company’s solicitors, A&L
   Goodbody LLP, by that time and date (i.e. 6pm (GMT) on Thursday 23 October
   2025). A copy of the originating notice of motion and the supporting
   affidavit may be obtained from the Company’s solicitors A&L Goodbody LLP,
   upon request made by email addressed to
    2 dalatahotelgroup@algoodbody.com.

   Timetable

   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, the Effective Date of the Scheme and closing of the
   transaction is expected to be early November 2025.

   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                3 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
                                     4 Dalata@fticonsulting.com

    

   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.

   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.

   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' and 'dealings' should be disclosed, can be found on the Irish
   Takeover Panel's website at  5 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
    6 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 decision in respect of, or other response to, the
   Acquisition, should be made only on the basis of the information contained
   in the Scheme Document (or, if applicable, the Takeover Offer Documents).

   Overseas Shareholders

   The availability of the Acquisition to Dalata Shareholders who are not
   resident in and citizens of Ireland or the United Kingdom may be affected
   by the laws of the relevant jurisdictions in which they are located or of
   which they are citizens. Persons who are not resident in Ireland or the
   United Kingdom should inform themselves of, and observe, any applicable
   legal or regulatory requirements of their jurisdictions. In particular,
   the ability of persons who are not resident in Ireland or the United
   Kingdom to vote their Dalata Shares with respect to the Scheme at the
   Scheme Meetings, or to appoint another person as proxy to vote at the
   Scheme Meetings on their behalf, may be affected by the laws of the
   relevant jurisdictions in which they are located. Any failure to comply
   with the applicable restrictions may constitute a violation of the
   securities laws of any such jurisdiction. To the fullest extent permitted
   by applicable law, the companies and persons involved in the Acquisition
   disclaim any responsibility or liability for the violation of such
   restrictions by any person. Further details in relation to Overseas
   Shareholders will be contained in the Scheme Document.

   Unless otherwise determined by Bidco or required by the Takeover Rules,
   and permitted by applicable law and regulation, the Acquisition will not
   be made available, directly or indirectly, in, into or from a Restricted
   Jurisdiction where to do so would violate the laws in that jurisdiction
   and no person may vote in favour of the Scheme by any such use, means,
   instrumentality or from within a Restricted Jurisdiction or any other
   jurisdiction if to do so would constitute a violation of the laws of that
   jurisdiction. Copies of this announcement and any formal documentation
   relating to the Acquisition are not being, and must not be, directly or
   indirectly, mailed or otherwise forwarded, distributed or sent in or into
   or from any Restricted Jurisdiction and persons receiving such documents
   (including custodians, nominees and trustees) must not mail or otherwise
   forward, distribute or send it in or into or from any Restricted
   Jurisdiction. Doing so may render invalid any related purported vote in
   respect of the Acquisition. If the Acquisition is implemented by way of a
   Takeover Offer (unless otherwise permitted by applicable law and
   regulation), the Takeover Offer may not be made directly or indirectly, in
   or into, or by the use of mails or any means or instrumentality
   (including, but not limited to, facsimile, e-mail or other electronic
   transmission, telex or telephone) of interstate or foreign commerce of, or
   of any facility of a national, state or other securities exchange of any
   Restricted Jurisdiction and the Takeover Offer may not be capable of
   acceptance by any such use, means, instrumentality or facilities.

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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.:   404286
   EQS News ID:    2208910


    
   End of Announcement EQS News Service

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References

   Visible links
   1. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=77bedc042ac1a02fa001cdbb278052c6&application_id=2208910&site_id=refinitiv~~~790ea929-3c21-49b8-8ff9-1aed464daef1&application_name=news
   2. mailto:dalatahotelgroup@algoodbody.com
   3. mailto:investorrelations@dalatahotelgroup.com
   4. mailto:Dalata@fticonsulting.com
   5. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=23cff420131ba9a338a0ee4d4d60bd20&application_id=2208910&site_id=refinitiv~~~790ea929-3c21-49b8-8ff9-1aed464daef1&application_name=news
   6. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=23cff420131ba9a338a0ee4d4d60bd20&application_id=2208910&site_id=refinitiv~~~790ea929-3c21-49b8-8ff9-1aed464daef1&application_name=news


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