REG - DCC PLC - Proposed return of up to £600m by tender offer

DCCAnnouncement

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RNS Number : 6936H  DCC PLC  17 November 2025

17 November 2025
 
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Proposed return of up to £600 million to shareholders through a tender offer

Following the recent completion of the sale of DCC Healthcare, DCC plc ("DCC"
or "the Company") announces the proposed return of up to £600 million to its
shareholders through a tender offer process (the "Tender Offer"), subject to
shareholder approval.

Key elements of the Tender Offer

·  DCC proposes to return up to £600 million, by acquiring up to 11,952,191
ordinary shares from shareholders, representing up to approximately 12.3 per
cent of its current issued share capital (excluding treasury shares).

·  The price to be paid for those shares will be set as part of the Tender
Offer process.  DCC is inviting shareholders to tender (i.e. offer for
purchase) their existing shares within a range of specified prices between
£50.20 per share and £53.20 per share.  Further details on the price range
are included in Appendix 2 to this announcement.

·   This price range represents:

-  a premium of up to 6 per cent to the closing price of the Company's
ordinary shares on 14 November 2025 (the "Closing Price"); and

-   a premium of 4.4 per cent to 10.6 per cent to the volume-weighted average
price of the Company's ordinary shares over the 90 days prior to 14 November
2025 (the "90-day VWAP").

·   All successfully tendered shares will be acquired at a single price (the
"Strike Price") which will reflect the level of demand from shareholders to
sell some or all of their shares within this price range.

·   The Tender Offer opens today and will close at 1.00 p.m. on 17 December
2025 (the "Closing Date").  Full details are set out in the Tender Offer
Circular and Notice of EGM (the "Circular") that is today being sent to
shareholders and is also available on the Company's website at
www.dcc.ie/investors/shareholder-information/general-meetings
(http://www.dcc.ie/investors/shareholder-information/general-meetings) .

·  The Circular includes a Letter from the Chair of DCC with a further
explanation of the Tender Offer process.  The Circular also contains the full
terms and conditions of the Tender Offer and instructions for shareholders on
how to tender their shares should they choose to do so.

·   The Tender Offer is subject to shareholder approval at an EGM of the
Company which will take place on Thursday, 11 December 2025.

·  Payment for any shares acquired as part of the Tender Offer is expected
to issue to participating shareholders in late December 2025.

·  The Tender Offer does not impact shareholders' entitlement to the interim
dividend announced on 11 November 2025.

·  The expected timetable of events in relation to the Tender Offer is
included in Appendix 1 to this announcement.

Benefits of the Tender Offer for shareholders

DCC has concluded that a tender offer represents the most effective means of
returning a significant amount of capital to shareholders in a short space of
time and in a manner that provides shareholders with a suitable degree of
optionality as to the number and value of shares that they may elect to offer
for purchase.

The benefits of the Tender Offer for shareholders as a whole include that:

·   it is available to all qualifying shareholders regardless of the size of
their shareholdings;

·   it provides shareholders with access to meaningful near-term liquidity;

·   shareholders have a choice as to whether and to what extent they
participate in the Tender Offer, or not; and

·   as opposed to an on-market share buyback programme, the Tender Offer
will enable a material sum to be returned to participating shareholders
swiftly and in a single transaction.

The Tender Offer will reduce the number of shares in issue and so should,
assuming earnings stay the same, have a positive impact on DCC's earnings per
share as the Company intends to cancel all of the shares acquired under the
Tender Offer.

No impact on interim dividend

The Company announced its Interim Results on 11 November 2025.  That
announcement included details of a proposed interim dividend of 69.50 pence
per ordinary share, which will be paid on 12 December 2025 (the "Interim
Dividend"). As stated above, the Tender Offer will not impact shareholders'
entitlement to the Interim Dividend.  Shareholders who hold ordinary shares
as at 6:00 p.m. on 21 November 2025 (being the record date for the Interim
Dividend) and tender such ordinary shares (whether before or after such date)
in the Tender Offer will continue to be entitled to receive the Interim
Dividend in respect of any such tendered ordinary shares.

Circular availability

The Circular, including the Notice of EGM, which was issued to shareholders
today is available on the Company's website
at www.dcc.ie/investors/shareholder-information/general-meetings
(http://www.dcc.ie/investors/shareholder-information/general-meetings) .

In accordance with Rule 6.4.1 of the UK Listing Rules, the Circular has also
been submitted to the UK National Storage Mechanism and will shortly be
available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Capitalised terms

Capitalised terms used, but not otherwise defined, in this announcement
(including the Appendices to this announcement) have the meanings given to
them 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/)

 

 

Appendix 1: Expected Timetable
 Launch of Tender Offer / Tender Offer opens for acceptance                     7:00 a.m. on 17 November 2025
 Record time and date for shareholders' entitlement to the Interim Dividend     6:00 p.m. on 21 November 2025
 Latest time and date for receipt of Forms of Proxy for EGM                     11:00 a.m. on 9 December 2025
 Time and date of EGM                                                           11:00 a.m. on 11 December 2025
 Payment of the Interim Dividend to shareholders                                12 December 2025
 Latest time and date for receipt of Electronic Instructions from Qualifying    12:00 p.m. on 17 December 2025
 Euroclear Participants
 Latest time and date for receipt of Electronic Instructions from Qualifying    Please refer to corporate actions bulletin for
 CDI Holders

                                                                                cut-off deadline
 Latest time and date for receipt of Tender Forms (Qualifying Registered        1:00 p.m. on 17 December 2025
 Shareholders only)
 Closing Date for the Tender Offer                                              1:00 p.m. on 17 December 2025
 Tender Offer Record Date                                                       6:00 p.m. on 17 December 2025
 Announcement of results of the Tender Offer (including announcement of Strike  7:00 a.m. on 19 December 2025
 Price)
 Purchase of Ordinary Shares under the Tender Offer                             19 December 2025
 Cheques dispatched and Euroclear Bank / CREST accounts credited in respect of  No later than ten Business Days following the Closing Date
 Tender Offer proceeds

 

Notes:

(i)         Each of the times and dates shown above and elsewhere in this
announcement is indicative and accordingly is subject to change.

(ii)        References to time in this announcement are to Dublin, Ireland
time unless otherwise stated.

(iii)    If any of the above times and/or dates change, the revised time(s)
and/or date(s) will be notified to shareholders by announcement through a
Regulatory Information Service.

(iv)      Different deadlines and procedures for tenders may apply in
certain cases. This is particularly relevant if you hold your interest in
Ordinary Shares in book-entry form (i.e. via the Euroclear Bank system or in
CDIs via the CREST system). All such persons who are eligible for and wish to
participate in the Tender Offer and/or who wish to exercise voting rights in
connection with the Tender Offer Resolution proposed for consideration at the
EGM are recommended to consult with their stockbroker, bank manager,
solicitor, accountant or other independent professional adviser at the
earliest opportunity given the possibility that earlier deadlines for actions
than those set out above will be applied by relevant service providers.

 

 

 

 

Appendix 2: Options available to shareholders and the price which shareholders will receive in respect of shares they successfully tender

Pursuant to the Tender Offer, shareholders are invited to tender some or all
of their ordinary shares of DCC plc ("Ordinary Shares") for purchase on the
terms and subject to the conditions set out in the Circular.

Shareholders are not obliged to tender any Ordinary Shares if they do not wish
to do so. If no action is taken by shareholders, there will be no change to
the number of Ordinary Shares that they hold and they will receive no cash as
a result of the Tender Offer.

Shareholders who wish to participate in the Tender Offer can tender their
Ordinary Shares in the following ways:

a)    by submitting a tender to sell some or all of their Ordinary Shares at
whatever price is ultimately determined under the terms of the Tender Offer to
be the Strike Price (a "Strike Price Tender"), without selecting one of the
specified prices within the Price Range; or

 

b)    by submitting a tender to sell some or all of their Ordinary Shares at
one of the following specified prices within the Price Range:

 

(i)   £50.20 (the "Minimum Price"), being equal to the closing price of
Ordinary Shares as at the Latest Practicable Date (the "Closing Price") and a
4.4 per cent premium to the volume-weighted average price of Ordinary Shares
over the last 90 days to 14 November 2025 (the "90-day VWAP");

(ii)    £50.95, being an amount equal to the Minimum Price plus 75 pence
(equivalent to a premium of 1.5 per cent to the Closing Price and a 5.9 per
cent premium to the 90-day VWAP);

(iii)   £51.70, being an amount equal to the Minimum Price plus 150 pence
(equivalent to a premium of 3.0 per cent to the Closing Price and a 7.5 per
cent premium to the 90-day VWAP);

(iv)   £52.45, being an amount equal to the Minimum Price plus 225 pence
(equivalent to a premium of 4.5 per cent to the Closing Price and a 9.1 per
cent premium to the 90-day VWAP);

(v)    £53.20, being an amount equal to the Minimum Price plus 300 pence
(equivalent to a premium of 6.0 per cent to the Closing Price and a 10.6 per
cent premium to the 90-day VWAP) (the "Maximum Price"),

(the prices in (i) to (v) being the "Price Range"); or

c)     by submitting a tender at more than one of the specified prices
within the Price Range (which could also include a Strike Price Tender).

A single price per share, known as the Strike Price, will be paid in respect
of all shares purchased pursuant to the Tender Offer. The Strike Price will be
set after the Closing Date, once all of the tenders have been reviewed and the
prices in pounds and pence per share to which the specified prices in the
Price Range correspond have been calculated.

Shareholders will receive payment in Pounds Sterling for Ordinary Shares that
they successfully tender.

Acceptance of tenders will be subject, where applicable, to the scaling-down
arrangements described in the Circular. The scaling-down provisions of the
Tender Offer are relatively complex and should be read in full.

Full details of the Tender Offer, including the terms and conditions on which
it is made, are set out in the Circular. Shareholders are strongly encouraged
to read the Circular in full.

 

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.

Notice for UK Shareholders

This announcement and any other documents or materials relating to the Tender
Offer (including the Circular and 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.  The 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 US 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, since the Company is located outside the United States and its officers
and directors may be residents of countries other than 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.

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.

Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially
from those described in this announcement. DCC assumes no obligation to update
or correct the information contained in this announcement, whether as a result
of new information, future events or otherwise, except to the extent required
by law or regulation.

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.

 

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