REG - Pandox Aktiebolag Dalata Hotel Group - Possible offer for Dalata Hotel Group plc

Pandox ABAnnouncement

03/06/2025 07:00

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RNS Number : 1146L  Pandox Aktiebolag  03 June 2025

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SWEDISH LAW, IS PROHIBITED, OR OTHERWISE WOULD CONTRAVENE APPLICABLE
REGULATIONS IN SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE IRISH
TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 (THE "IRISH TAKEOVER RULES")
AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7
OF THE IRISH TAKEOVER RULES.

THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, OR AS TO THE TERMS ON
WHICH ANY OFFER MIGHT BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE
 
                 3 June 2025

Possible offer for Dalata Hotel Group plc ("Dalata")

A consortium formed of joint offerors Pandox AB ("Pandox") and Eiendomsspar AS
("Eiendomsspar" and together with Pandox, the "Consortium") confirms that it
has submitted a non-binding proposal to the Board of Directors of Dalata
regarding a possible all-cash offer by the Consortium to acquire the entire
issued and to be issued share capital of Dalata, other than those Dalata
shares in the beneficial ownership of the Consortium.

The proposal comprises a cash offer of €6.05 per ordinary share of Dalata
(the "Proposal") and values the issued share capital of Dalata at
approximately €1.3 billion and represents a premium of approximately:

·      27.1 per cent. to Dalata's closing share price of €4.76 as at
close of business on 5 March 2025, being the last trading day prior to the
announcement by Dalata of the commencement of a strategic review and formal
sale process (the "Formal Sale Process"); and

·      13.6 per cent. to the three month volume weighted average price
of approximately €5.32 for Dalata shares as at the close of business on 2
June 2025.

Eiendomsspar is beneficially interested in approximately 8.8% of the issued
ordinary shares in Dalata.  It is expected that the Consortium will form a
company that will be indirectly owned or controlled by Pandox and Eiendomsspar
for the purposes of the implementation of the Proposal.  Should the
transaction proceed, it is expected that Eiendomsspar will contribute its
Dalata shareholding to such company.

The Consortium notes that Dalata is currently engaged in the Formal Sale
Process.  The Consortium has not participated in that process to date and has
formulated and submitted the Proposal independently, reflecting its interest
in Dalata and its belief in the strong strategic and financial merits of a
combination.

The Consortium believes the Proposal would deliver tangible and certain value
for Dalata shareholders, fully in cash and at a meaningful premium.  As
established hotel investors with deep knowledge of the European hospitality
sector, and experience from successfully executing similar transactions in the
UK and Ireland, the Consortium is well-positioned to support Dalata's business
and long-term growth ambitions.  The Consortium is currently in negotiations
with a reputable European hotels' operator to conclude a framework agreement
for the operation of the Dalata hotels should the Consortium acquire Dalata.
Such operator shares the Consortium's commitment to long term profitable and
sustainable growth.

The Consortium is seeking to engage constructively with the Board of Directors
and management of Dalata with the aim of securing a recommendation for the
Proposal.  Subject to the satisfaction or waiver of the pre-conditions
referenced in the Important Notices below, it stands ready to prepare the
necessary documentation and work for a 2.7 announcement, with a view to
progressing quickly.

There can be no certainty that any offer will be made.  A further
announcement will be made as appropriate.  Any offer, if made, is likely to
solely be in cash, although the Consortium reserves the right to vary the form
of consideration and/or introduce other forms of consideration.

In accordance with Rule 2.6 of the Irish Takeover Rules, the Consortium is
required, no later than 5:00pm (Irish time) on 15 July 2025, to either: (i)
announce a firm intention to make an offer for Dalata in accordance with Rule
2.7 of the Irish Takeover Rules; or (ii) announce that it does not intend to
make an offer for Dalata, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Irish Takeover Rules applies.  This
deadline will only be extended with the consent of the Irish Takeover Panel in
accordance with Rule 2.6(c) of the Irish Takeover Rules.

Pursuant to Rule 2.5 of the Irish Takeover Rules, the Consortium reserves the
right to vary the form and / or mix of the offer consideration and vary the
transaction structure.  The Consortium also reserves the right to amend the
terms of any offer (including making the offer on less favourable terms or at
a lower price than €6.05 per share):

(A)        with the recommendation or consent of the Board of Directors
of Dalata;

(B)        if Dalata announces, declares or pays any dividend or any
other distribution or return of value to its shareholders after the date of
this announcement, in which case the Consortium reserves the right to make an
equivalent adjustment to any offer;

(C)        following the announcement by Dalata of a Rule 9 whitewash
transaction pursuant to the Irish Takeover Rules; or

(D)        if a third party announces a firm intention to make an offer
for Dalata on less favourable terms or at a lower price than €6.05 per
share.

This announcement is made without the prior agreement of Dalata.

Enquiries

Pandox

Liia
Nõu
                 +46 8 506 205 50

Eiendomsspar

Christian
Ringnes
                 +47 22 33 05 50
 

Goodbody (Financial Advisor to the
Consortium)                   +353 (0)1 667 0400

Andrew Hackney

Cameron Duncan

Jason Molins

William Hall

Important Notices

About Pandox

Pandox owns, develops, and leases hotel properties to skilled hotel operators
under long-term, turnover-based leases with minimum guaranteed levels.  Since
its inception in 1995, it has grown into one of the largest hotel property
owners in Europe.  Its portfolio consists of 163 hotel properties with
approximately 36,000 rooms across 11 countries in Northern Europe.  The
portfolio's market value per 31 March 2025 was approximately SEK 74bn.
Headquartered in Stockholm, Pandox is listed on Nasdaq Stockholm.

About Eiendomsspar

Eiendomsspar is one of the largest real estate owners in Norway.  The hotel
segment has been a central part of Eiendomsspar's business for more than 20
years.  Eiendomsspar owns 11 hotels in Norway, with another two hotels under
construction.  Eiendomsspar controls c. 36% of the voting shares of Pandox.

Responsibility statement

The directors of Pandox accept responsibility for the information contained in
this announcement (other than information that relates to Eiendomsspar).  To
the best of the knowledge and belief of the directors of Pandox (who have
taken all reasonable care to ensure that 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.

The directors of Eiendomsspar accept responsibility for the information
contained in this announcement (other than information that relates to
Pandox).  To the best of the knowledge and belief of the directors of
Eiendomsspar (who have taken all reasonable care to ensure that 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.

Pre-conditions to the Proposal and terms and conditions of any offer

The making of an announcement of a firm intention to make an offer by the
Consortium under Rule 2.7 of the Irish Takeover Rules remains subject to
satisfaction or waiver of customary pre-conditions, including satisfactory
completion of customary due diligence.  These preconditions may be waived in
whole or in part by the Consortium at its sole discretion.  There can be no
certainty that an offer will be made, even if the pre-conditions are satisfied
or waived.

Any offer for Dalata under Rule 2.7 of the Irish Takeover Rules would be
subject to terms and conditions that are typical for a transaction of that
nature including, amongst other things, receipt of any necessary regulatory
and competition clearances.

Disclosure requirements of the Irish Takeover Rules

Under Rule 8.3(a) of the Irish Takeover Rules, any person who is 'interested'
in 1% or more of any class of 'relevant securities' of an offeree company or a
securities exchange offeror (being any offeror other than an offeror which has
announced that its offer is, or is likely to be, solely in cash) must make an
'opening position disclosure' following the commencement of the 'offer period'
and, if later, following the announcement in which any securities exchange
offeror is first identified.  An 'opening position disclosure' must contain,
among other things, details of the person's 'interests' and 'short positions'
in any 'relevant securities' of each of: (i) the offeree company; and (ii) any
securities exchange offeror(s).  An 'opening position disclosure' by a person
to whom Rule 8.3(a) applies must be made by no later than 3:30 pm (Irish time)
on the day that is ten 'business days' following the commencement of the
'offer period' and, if appropriate, by no later than 3:30 pm (Irish time) on
the day that is ten 'business days' following the announcement in which any
securities exchange offeror is first identified.

Under Rule 8.3(b) of the Irish Takeover Rules, if any person is, or becomes,
'interested' (directly or indirectly) in 1% or more of any class of 'relevant
securities' of the offeree company or any securities exchange offeror (being
any offeror other than an offeror which has announced that its offer is, or is
likely to be, solely in cash), all 'dealings' in any 'relevant securities' of
the offeree company or any securities exchange offeror (including by means of
an option in respect of, or a derivative referenced to, any such 'relevant
securities') must be publicly disclosed by not later than 3:30 pm (Irish 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 disclosure table, giving details
of the companies in whose 'relevant securities' 'dealings' should be disclosed
can be found on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie (http://www.irishtakeoverpanel.ie) .

In general, interests in securities arise when a person has long economic
exposure, whether conditional or absolute, to changes in the price of the
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 are defined in the Irish Takeover Rules, which can 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 www.irishtakeoverpanel.ie
(http://www.irishtakeoverpanel.ie) or contact the Irish Takeover Panel at
telephone number +353 1 678 9020.

Market Abuse Regulations

The information contained within this announcement would have, prior to its
release, constituted inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014.  Upon the publication of this
announcement via a regulatory information service, this inside information
will be considered to be in the public domain.  The person responsible for
arranging for the release of this information on behalf of Pandox is Anders
Berg.

Sources of information

Based on the announcement of Total Voting Rights made by Dalata on 1 May 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.

Publication on website

In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this
announcement will be available on the Pandox website at
www.pandox.se/media/press-releases/
(http://www.pandox.se/media/press-releases/) by no later than 12.00 (noon)
(Irish time) on the business day following publication of this announcement.
The content of the website referred to in this announcement is not
incorporated into, and does not form part of, this announcement.

Other notices

Goodbody Stockbrokers UC is authorised and regulated by the Central Bank of
Ireland and in the United Kingdom, Goodbody Stockbrokers UC is authorised and
regulated by the Financial Conduct Authority.  Goodbody Stockbrokers UC is
acting exclusively for the Consortium and no one else in connection with this
announcement and shall not be responsible to anyone other than the Consortium
for providing the protections afforded to clients of Goodbody Stockbrokers UC,
nor for providing advice in connection with this announcement or any matter
referred to herein.  Neither Goodbody Stockbrokers UC nor any of its
subsidiaries, affiliates or branches owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Goodbody Stockbrokers UC in connection with this announcement, any
statement contained herein or otherwise.

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