Dalata Hotel Group PLC: Statement regarding acquisition of shares in Dalata Hotel Group plc

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 JURISDICTION

THIS IS AN ANNOUNCEMENT 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 ANY FIRM OFFER WILL BE MADE

FOR IMMEDIATE RELEASE

23 June 2025

Dalata Hotel Group plc

ISE: DHG   LSE: DAL

Statement regarding acquisition of shares in Dalata Hotel Group plc

Dalata Hotel Group plc (“Dalata” or the “Group”) notes the announcement by Pandox AB (“Pandox”) and Eiendomsspar AS ("Eiendomsspar" and together with Pandox, the "Pandox Consortium") on 20 June 2025 that Pandox Ireland DAC has purchased 1,698,112 ordinary shares in Dalata at a price of €6.30 per share, representing approximately 0.8% of the issued share capital of Dalata.

On 2 June 2025, the Board of Dalata (the “Board”) received an unsolicited, non-binding proposal from the Pandox Consortium regarding a possible cash offer for the entire issued and to be issued share capital of the Group of €6.05 per share (the "Pandox Possible Offer"). As announced at that time, Pandox declined to enter the Group’s Formal Sales Process (“FSP”) which commenced on 6 March 2025.

On 3 June 2025, the Board unanimously rejected the Pandox Possible Offer on the basis that it materially undervalued the Group and its prospects.

The Board notes that whilst the Pandox Consortium has announced it has acquired 1,698,112 shares at €6.30 per share, meaning its shareholding is approximately 9.6% of the issued share capital of Dalata, the Pandox Consortium has not made an offer at that level. Since the Pandox Possible Offer of €6.05 per share approximately 3 weeks ago, the Pandox Consortium has not submitted any further proposal to the Board.

Shareholders are advised to take no action in relation to the Pandox Consortium announcement.

The Board continues to engage with parties who are participating in the FSP and who have submitted revised non-binding cash proposals to acquire the entire issued and to be issued share capital of the Group.  A further announcement will be made as appropriate.

In accordance with Rule 2.6 of the Irish Takeover Rules, the Pandox 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.

Shareholders are advised that this announcement does not represent a firm intention by any party to make an offer under Rule 2.7 of the Irish Takeover Rules and there can be no certainty that any offers will be made as a result of the FSP, or that any sale or other transaction will be concluded.

The Group continues to be in an offer period as defined in the Irish Takeover Rules and the dealing disclosure requirements set out below continue to apply.

Enquiries

Disclosure requirements of the Irish 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 transaction. 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 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 www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.

Responsibility Statement

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.

Publication on Website

In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this announcement will be available on the Group's website at https://dalatahotelgroup.com/investor-relations/ by no later than 12.00 (noon) (Irish/UK 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

This announcement is not intended to, and does not, constitute or form part of (1) an offer or invitation to purchase or otherwise acquire, subscribe for, tender, exchange, sell or otherwise dispose of any securities, (2) the solicitation of an offer or invitation to purchase or otherwise acquire, subscribe for, tender, exchange, sell or otherwise dispose of any securities, or (3) the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Dalata and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Dalata for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

J&E Davy, which is authorised and regulated in Ireland by the Central Bank of Ireland, 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.

The release, publication or distribution of this announcement in, into, or from, certain jurisdictions other than Ireland may be restricted or affected by the laws of those jurisdictions. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into, or from any such jurisdiction. Therefore persons who receive this announcement (including without limitation nominees, trustees and custodians) and are subject to the laws of any jurisdiction other than Ireland who are not resident in Ireland will need to inform themselves about, and observe any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction.