REG - DCC PLC - Results of Tender Offer

DCCAnnouncement

19/12/2025 07:00

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RNS Number : 1995M  DCC PLC  19 December 2025

19 December 2025
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
Results of Tender Offer

DCC plc ("DCC" or "the Company") today announces the results of the Tender
Offer, details of which were set out in the shareholder circular published by
the Company on 17 November 2025 (the "Circular").

The Tender Offer closed at 1:00 p.m. on 17 December 2025 (the "Closing Date").
11,605,415 Ordinary Shares were successfully tendered and will be purchased
today at £51.70 per share (the "Strike Price"). The number of Ordinary Shares
being purchased represents approximately 12.0% of the current issued share
capital of the Company (excluding treasury shares).

The Tender Offer was fully subscribed, with the aggregate value of Ordinary
Shares validly tendered by Shareholders at a price below or at the Strike
Price (or as Strike Price Tenders) exceeding £600 million. Therefore, in line
with the scaling-down mechanism set out in the Circular, tenders have been
accepted as follows:

·    all Ordinary Shares validly tendered at a price below the Strike
Price or tendered as a Strike Price Tender will be accepted and purchased in
full at £51.70 per share;

·   Ordinary Shares validly tendered at £51.70 per share will be scaled
down such that the total cost of Ordinary Shares purchased pursuant to the
Tender Offer does not exceed £600 million; and

·   all Ordinary Shares tendered at a price higher than the Strike Price
will be rejected and will not be purchased in the Tender Offer.

Further information on the scaling down arrangements that apply is contained
in paragraphs 2.17 and 2.18 of Part 4 (Details of the Tender Offer) of the
Circular.

As set out in the Circular, the Ordinary Shares which have been successfully
tendered will be purchased by Davy pursuant to the Tender Offer. Under the
terms of the Option Agreement, the Company will acquire the Ordinary Shares
purchased by Davy and it is expected that the acquisition by the Company of
such Ordinary Shares will be completed later today. A further announcement
will be made by the Company in that respect in due course.

It is anticipated that payment of the proceeds payable to Qualifying
Shareholders whose Ordinary Shares are purchased pursuant to the Tender Offer
will be made no later than 10 Business Days following the Closing Date.

Capitalised words and expressions in this announcement shall, unless the
context provides otherwise, have the same meanings as in the Circular.

Disclosure of inside information

This announcement includes inside information as defined in Article 7 of the
Market Abuse Regulation No. 596/2014.

Contact information
 Investor enquiries:
 Conor Murphy, Chief Financial Officer                           Tel: +353 1 2799 400
 Darragh Byrne, Company Secretary                                Email: investorrelations@dcc.ie
 Rossa White, Head of Group Investor Relations & Comms.
 Media enquiries:
 Sodali & Co (Eavan Gannon/Pete Lambie)                          Tel: +44 20 7250 1446
                                 Email: DCCGroup@sodali.com

Davy is acting as financial adviser and broker to DCC in connection with the
Tender Offer. William Fry LLP is acting as legal adviser to DCC.

About DCC plc
Invested in Energy

DCC is a customer-focused energy business, specialising in the sales,
marketing, and distribution of secure, cleaner and competitive energy
solutions to commercial, industrial, domestic, and transport customers.
Headquartered in Dublin, DCC's ordinary shares (ISIN: IE0002424939) are listed
on the London Stock Exchange (TIDM: DCC) and the Company is a constituent of
the FTSE 100. In our financial year ended 31 March 2025, DCC generated
revenues of £16.1 billion and adjusted operating profit of £609.7 million on
continuing operations. DCC has an excellent record, delivering compound annual
growth of 13% in continuing adjusted operating profit and unbroken dividend
growth of 13% while maintaining high returns on capital employed over 31 years
as a public company.

Follow us on LinkedIn
(https://www.linkedin.com/company/dcc-plc/?viewAsMember=true) .
www.dcc.ie (http://www.dcc.ie)

Important Notices

This announcement does not constitute, or form part of, an offer or any
solicitation of an offer, to purchase or repurchase securities in any
jurisdiction or constitute a recommendation or advice in respect of any
securities or other financial instruments or any other matter. DCC
shareholders are advised to read carefully the Circular. Any response to the
Tender Offer should be made only on the basis of the information in the
Circular.

 

Davy, which is regulated in Ireland by the Central Bank of Ireland, is acting
exclusively for DCC and no one else in connection with the matters described
in this announcement. Davy will not regard any other person (whether or not a
recipient of this announcement) as its customer or be responsible to any other
person for providing the protections to customers of Davy nor for providing
advice in relation to the transactions and arrangements described in this
announcement. Davy is not making any representation or warranty, express or
implied, as to the contents of this announcement. Davy has not approved the
contents of, or any part of, this announcement and no liability whatsoever is
accepted by Davy for the accuracy of any information or opinions contained in
this announcement or for the omission of any information from this
announcement.

 

Forward-looking Statements

This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of the Group and
certain plans and objectives of the Board, that are subject to risk factors
associated with, amongst other things, the economic and business circumstances
occurring from time to time in the countries, sectors and business segments in
which the Group operates. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current facts.
Forward looking statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "will", "may",
"should", "would", "could" (or the negative thereof) or other words of similar
meaning. These statements are based on assumptions and assessments made by the
Board in light of its experience and perception of historical trends, current
conditions, expected future developments and other factors it believes
appropriate. By their nature, forward-looking statements involve risk and
uncertainty, and the factors described in the context of such forward-looking
statements in this announcement could cause actual results or developments to
differ materially from those expressed in or implied by such forward-looking
statements.

 

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set out in this announcement since such
date. Nothing contained in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of DCC except where
expressly stated.

 

Notice for UK Shareholders

This announcement and any other documents or materials relating to the Tender
Offer (including the Tender Form) are not being made, and this announcement or
such documents and/or materials relating to the Tender Offer (including the
Circular and the Tender Form) have not been approved, by an authorised person
for the purposes of Section 21 of the Financial Services and Markets Act 2000.
Accordingly, this announcement and such other documents and/or materials
relating to the Tender Offer (including the Circular and the Tender Form) are
not being distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of this announcement, or such other
documents and/or materials relating to the Tender Offer (including the
Circular and the Tender Form) as a financial promotion is only being made to,
and may only be acted upon by, those persons in the United Kingdom falling
within the definition of investment professionals (as defined in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Financial Promotion Order") or persons who are within
Article 43(2) of the Financial Promotion Order or any other persons to whom it
may otherwise lawfully be made under the Financial Promotion Order ("Relevant
Persons"). Any person who is not a Relevant Person should not act on or rely
on this announcement or any other documents or materials relating to the
Tender Offer (including the Circular and the Tender Form). This announcement
and the documents and materials relating to the Tender Offer (including the
Circular and the Tender Form) and their contents should not be distributed,
published or reproduced (in whole or in part) or disclosed by recipients to
any other person in the United Kingdom.

 

Notice for US Shareholders

The Tender Offer relates to securities of a non-US company listed on the
London Stock Exchange and is subject to the disclosure requirements, rules and
practices applicable to companies listed in the United Kingdom, which differ
from those of the United States in certain material respects.  A circular has
been prepared for the purpose of complying with the laws of Ireland and the
rules of the London Stock Exchange. The tender offer is not subject to the
disclosure or other procedural requirements of Regulation 14D under the US
Exchange Act. The Tender Offer will be made in the United States pursuant to
Section 14(e) of, and Regulation 14E under, the US Exchange Act, subject to
the exemptions provided by Rule 14d-1(d) thereunder, and otherwise in
accordance with the requirements of Irish law and the rules of the London
Stock Exchange. Accordingly, the tender offer will be subject to disclosure
and other procedural requirements that are different from those applicable
under U.S. domestic tender offer procedures and law. The Company is not listed
on an American securities exchange, is not subject to the periodic reporting
requirements of the US Exchange Act and is not required to, and does not, file
any reports with the US Securities and Exchange Commission thereunder.

 

It may be difficult for US Shareholders to enforce certain rights and claims
arising in connection with the Tender Offer under US federal securities laws,
because the Company is located outside the United States, and its officers and
directors reside outside the United States. It may not be possible to sue a
non-US company or its officers or directors in a non-US court for violations
of US securities laws.  It also might not be possible to compel a non-US
company or its affiliates to subject themselves to a US court's judgment.

 

To the extent permitted by applicable law and in accordance with normal
practice pursuant to Irish law, the Company or Davy or any of their affiliates
may make certain purchases of, or arrangements to purchase, shares of the
Company outside the United States during the period in which the Tender Offer
remains open for acceptance, including sales and purchases of shares effected
by Davy acting as market maker in the shares.

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