REG-Dalata Hotel Group PLC Dalata Hotel Group PLC: Results of Scheme Meetings and EGM
11/09/2025 17:30
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Dalata Hotel Group PLC (DAL,DHG)
Dalata Hotel Group PLC: Results of Scheme Meetings and EGM
11-Sep-2025 / 17:21 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 JURISDICTIONFOR IMMEDIATE
RELEASE
11 SEPTEMBER 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
RESULTS OF SCHEME MEETINGS AND EGM
The boards of Pandox Ireland Tuck Limited ("Bidco") and Dalata Hotel Group
plc ("Dalata") are pleased to announce that at today's Scheme Meetings and
Extraordinary General Meeting in connection with the final recommended
cash offer by Bidco, for the entire issued and to be issued share capital
of Dalata (the "Acquisition"), to be effected by way of a scheme of
arrangement under Chapter 1 of Part 9 of the Companies Act 2014 (the
"Scheme"):
• the Dalata Shareholders voted in favour of the Scheme Meeting
Resolution to approve the Scheme at the Scheme Meetings; and
• the Dalata Shareholders voted in favour of the EGM Resolutions at the
EGM.
Full details of the Resolutions passed are set out in the notices of the
Scheme Meetings and EGM contained in the Scheme Document dated 12 August
2025 (the “Scheme Document”).
The detailed voting results in relation to the Scheme Meetings and EGM are
set out below:
Voting Results of the First Scheme Meeting
The Scheme Meeting Resolution was duly passed on a poll vote at the First
Scheme Meeting. The results of the poll were as follows. The required
quorum in respect of the First Scheme Meeting, being at least two persons
holding or representing by proxy at least one-third in nominal value of
the Consortium Shares, was satisfied.
Number of Consortium % of Consortium Number of Consortium Shares
Shares Voted Shares Voted Voted as a % of Consortium
Shares**
For 18,530,682 100% 89.34%
Against 0 0% 0%
Total 18,530,682 100% 89.34%
Withheld* 0 - -
* The "Vote Withheld" option is provided to enable abstention on any
particular resolution. However, it should be noted that a "Vote Withheld"
is not a vote in law and is not counted in the calculation of the
proportion of the votes "For" and "Against" a resolution.
** The total number of Consortium Shares in issue at the Voting Record
Time was 20,741,832.
Voting Results of the Second Scheme Meeting
The Scheme Meeting Resolution was duly passed on a poll vote at the Second
Scheme Meeting. The results of the poll were as follows. The required
quorum in respect of the Second Scheme Meeting, being at least two persons
holding or representing by proxy at least one-third in nominal value of
the Scheme Shares (other than the Consortium Shares), was satisfied.
Number of Scheme % of Scheme Shares Number of Scheme Shares
Shares (other than (other than (other than Consortium
Consortium Shares) Consortium Shares) Shares) Voted as a % of
Voted Voted Scheme Shares (other than
Consortium Shares)**
For 73,830,443 99.87% 48.04%
Against 92,581 0.13% 0.06%
Total 73,923,024 100% 48.10%
Withheld* 30,591 - -
* The "Vote Withheld" option is provided to enable abstention on any
particular resolution. However, it should be noted that a "Vote Withheld"
is not a vote in law and is not counted in the calculation of the
proportion of the votes "For" and "Against" a resolution.
** The total number of Scheme Shares (other than Consortium Shares) in
issue at the Voting Record Time was 153,682,051.
Voting Results of the EGM
Number of Dalata % of Dalata Number of Dalata Shares Voted as a
Shares Voted Shares Voted % of Dalata Shares**
Resolution 1 – Amendment of Memorandum of Association
For 100,098,120 99.91% 47.33%
Against 88,381 0.09% 0.04%
Total 100,186,501 100% 47.37%
Withheld* 30,591 - -
Resolution 2 – Approval of the Scheme of Arrangement
For 100,093,920 99.91% 47.33%
Against 92,581 0.09% 0.04%
Total 100,186,501 100% 47.37%
Withheld* 30,591 - -
Resolution 3 – Cancellation of Cancellation Shares
For 100,092,644 99.91% 47.33%
Against 88,381 0.09% 0.04%
Total 100,181,025 100% 47.37%
Withheld* 36,067 - -
Resolution 4 – Application of Reserves
For 100,093,920 99.91% 47.33%
Against 88,381 0.09% 0.04%
Total 100,182,301 100% 47.37%
Withheld* 34,791 - -
Resolution 5 – Amendment of Articles of Association
For 100,098,120 99.91% 47.33%
Against 88,381 0.09% 0.04%
Total 100,186,501 100% 47.37%
Withheld* 30,591 - -
Resolution 6 – Management Incentive Payment
For 92,941,800 99.89% 43.95%
Against 100,981 0.11% 0.05%
Total 93,042,781 100% 44%
Withheld* 5,035,550 - -
Resolution 7 – Adjournment of the EGM
For 97,911,928 97.73% 46.30%
Against 2,274,573 2.27% 1.07%
Total 100,186,501 100% 47.37%
Withheld* 30,591 - -
* The "Vote Withheld" option is provided to enable abstention on any
particular resolution. However, it should be noted that a "Vote Withheld"
is not a vote in law and is not counted in the calculation of the
proportion of the votes "For" and "Against" a resolution.
** The total number of Dalata Shares in issue at the Voting Record Time
was 211,483,988.
Effective Date and Timetable
Completion of the Acquisition remains 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.
It is expected that an application will shortly be made to the High Court
to fix the date of the Court Hearing to sanction the Scheme on a date in
October 2025. Once this date has been fixed, Dalata will give notice of
this date by issuing an announcement through a Regulatory Information
Service. Such announcement will, subject to certain restrictions, also be
available on Dalata’s website.
Except as otherwise defined herein, capitalised terms used but not defined
in this announcement have the same meaning as given to them in the Scheme
Document.
Enquiries
Dalata Hotel Group plc
Dermot Crowley
Sean McKeon +353 1 206 9400
Investor Relations 1 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
2 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 3 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
4 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.: 401607
EQS News ID: 2196510
End of Announcement EQS News Service
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References
Visible links
1. mailto:investorrelations@dalatahotelgroup.com
2. mailto:Dalata@fticonsulting.com
3. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=23cff420131ba9a338a0ee4d4d60bd20&application_id=2196510&site_id=refinitiv~~~456f380e-074c-434c-ab61-d8ca972fa0de&application_name=news
4. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=23cff420131ba9a338a0ee4d4d60bd20&application_id=2196510&site_id=refinitiv~~~456f380e-074c-434c-ab61-d8ca972fa0de&application_name=news
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