REG - Pandox Aktiebolag Dalata Hotel Group - Pandox Note Results of Dalata Shareholder Meetings

Pandox ABAnnouncement

11/09/2025 17:45

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RNS Number : 0376Z  Pandox Aktiebolag  11 September 2025

Press release

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Pandox AB (publ) notes the results of Dalata shareholder meetings

On 15 July 2025, Pandox AB (publ) ("Pandox") and Eiendomsspar AS
("Eiendomsspar") announced, through Pandox Ireland Tuck Limited ("Bidco"),
that Dalata Hotel Group plc ("Dalata") and Bidco had agreed the terms of a
recommended acquisition for the entire issued and to be issued share capital
of Dalata (the "Acquisition") by means of a Court-sanctioned scheme of
arrangement under the Irish Companies Act 2014 ("Scheme").

 

On 12 August 2025, a scheme document containing details of the Acquisition and
the notices convening the shareholder meetings to approve the Scheme was
mailed to Dalata shareholders (the "Scheme Document").

 

Dalata today announced that its shareholders voted in favour of all
resolutions at each of the shareholder meetings. The approval of Dalata's
shareholders is an important step in the process of completing the
Acquisition.

 

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.

 

The expected timetable of principal events relating to the Scheme remains as
outlined on pages 9 to 11 of the Scheme Document.  The Acquisition is
currently expected to be declared effective before the end of November 2025.

 

Pandox will make further announcements with respect to the remaining
Conditions required to complete the Acquisition. Such announcements will also
be made available on Pandox'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

 Goodbody (Financial Adviser to the Consortium)  +353 (0)1 667 0400
 Finbarr Griffin

Andrew Hackney

Cameron Duncan

Jason Molins

William Hall
 

 Pandox                                          +46 8 506 205 50
 Liia Nõu

                                               +353 (0) 85 116 7640
 Sodali & Co (PR advisor)

                                               +353 (0) 87 236
 Seán Lawless                                    5973

Eavan Gannon

Irish Takeover Rules Statements

The directors of Pandox (the "Pandox Directors") accept responsibility for the
information contained in this announcement. To the best of the knowledge and
belief of the Pandox Directors (who have taken all reasonable care to ensure
that this is the case), the information contained in this announcement for
which they accept responsibility is in accordance with the facts and does not
omit anything likely to affect the import of such information.

Under Rule 8.3(b) of the Irish Takeover Panel Act 1997, Takeover Rules 2022
(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' 'opening positions' and 'dealings' should be disclosed, can be
found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie
(http://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
or an opening position 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.

Pursuant to Rule 26.1 of the Irish Takeover Rules, this announcement will be
made available on Pandox's website (www.pandox.se/investor-relations
(http://www.pandox.se/investor-relations) ) by no later than 12:00 noon on
the business day following the date of this announcement.

Neither the content of any such website, nor the content of any other website
accessible from hyperlinks on such website, is incorporated into, or forms
part of, this announcement.

Sources of information

Based on the announcement of Total Voting Rights made by Dalata on 1 September
2025, Dalata's issued share capital consists of 211,483,988 ordinary shares of
nominal value €0.01 each, with no ordinary shares held in treasury.

General

The laws of certain jurisdictions may affect the availability of the
Acquisition to persons who are not resident in Ireland or the United Kingdom.
Persons who are not resident in Ireland or the United Kingdom, or who are
subject to laws of any jurisdiction other than Ireland or the United Kingdom,
should inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with any applicable legal or
regulatory requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Acquisition disclaim
any responsibility and liability for the violation of such restrictions by any
person. Further details in relation to overseas shareholders will be contained
in the definitive acquisition documents.

This announcement has been prepared for the purpose of complying with the laws
of Ireland and the Irish Takeover Rules and the information disclosed may not
be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside of Ireland.

The Acquisition will not be made available, directly or indirectly, in any
jurisdiction where local laws may result in a significant risk of civil,
regulatory or criminal exposure if information concerning the Acquisition is
sent or made available in that jurisdiction (a "Restricted Jurisdiction"), and
the Acquisition will not be capable of acceptance from within a Restricted
Jurisdiction.

The release, publication or distribution of this announcement in or into
certain jurisdictions may be restricted by the laws of those jurisdictions.
Accordingly, copies of this announcement and all other documents relating to
the Acquisition are not being, and must not be, released, published, mailed or
otherwise forwarded, distributed or sent in, into or from any Restricted
Jurisdiction. Persons receiving such documents (including, without limitation,
nominees, trustees and custodians) should observe these restrictions. Failure
to do so may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, Pandox
disclaims any responsibility or liability for the violations of any such
restrictions by any person.

 

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