Under the terms of the Acquisition, which is subject to the satisfaction (or where applicable, waiver) of the conditions and further terms set out in Appendix I to the Scheme Document, Dalata Shareholders will be entitled to receive
for each Dalata Share €6.45 in cash.
The Offer is being made by Pandox Ireland Tuck Limited (Bidco), a newly-incorporated company wholly-owned by Pandox AB (“Pandox”) and Eiendomsspar AS (“Eiendomsspar”, and together with Pandox and Bidco, the “Consortium”). Further details in relation to Bidco and the Consortium are set out in the Scheme Document.
Detailed information about the Offer can be found in the Scheme Document published on 12 August 2025 on Dalata’s website.
The Scheme required approval by Dalata Shareholders at two Scheme Meetings.
The first of the Scheme Meetings (the “First SchemeMeeting”), was held for Eiendomsspar (as a member of the Consortium) and Topco (as a wholly-owned subsidiary of a member of the Consortium) (together, the “Consortium Shareholders”) on 11 September 2025.
The second Scheme Meeting (the “Second Scheme Meeting”) of the Dalata Shareholders (other than Holders of Excluded Shares and Consortium Shareholders) (the “Independent Dalata Shareholders”) was held on 11 September 2025 following the conclusion of the First Scheme Meeting.
In addition to approval at the Scheme Meetings, implementation of the Scheme also required various approvals by Dalata Shareholders at an extraordinary general meeting (the “EGM”). The EGM was held on 11 September 2025 following the conclusion of the Second Scheme Meeting.
The boards of Pandox Ireland Tuck Limited (“ Bidco ”) and Dalata Hotel Group plc (“ Dalata ”) are pleased to announce that the scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 (the “ Scheme ”) to implement the unanimously recommended cash acquisition by Bidco of the entire issued and to be issued share capital of Dalata (other than Treasury Shares and Dalata Shares in the beneficial ownership of Bidco) (the “ Acquisition ”) has been sanctioned by the High Court of Ireland. Delivery and registration of the Court Order and the minute confirming the Reduction of Capital is expected to occur at approximately 9.30 a.m. on 7 November 2025 (the “ Effective Date ”).
Accordingly, 6 November 2025 is expected to be the last date on which trading of Dalata Shares on Euronext Dublin and the London Stock Exchange will occur. Cancellation of the admission of Dalata Shares to trading on the regulated market of Euronext Dublin and on the Main Market of the London Stock Exchange and the listing of Dalata Shares on the Official List of Euronext Dublin and the FCA’s Official list is expected to occur by 7.00 a.m. on 10 November 2025 (being the first business day following the Effective Date).
In accordance with the requirements of the Irish Takeover Rules, all consideration to be paid by Bidco to Scheme Shareholders under the terms of the Scheme is expected to be distributed by no later than 21 November 2025.
If the Acquisition becomes effective, the Consideration should be distributed to you within 14 days of the effective date of the Acquisition (which is expected to be during November 2025).
Yes, the Dalata Board recommends the Offer. The Acquisition represents the successful conclusion of Dalata’s rigorous Strategic Review process, which was announced on 6 March 2025. The Acquisition is at a higher value than the bidder interest in the Formal Sale Process, which has involved a fully marketed process with two rounds of bidding from both trade and financial buyers. The Dalata Board believes that the Acquisition is in the best interests of Dalata Shareholders and represents the most effective route to enhance value for shareholders, relative to Dalata’s other strategic options which have been considered as part of the Strategic Review.
Having taken into account the relevant factors and applicable risks, the Dalata Board, which has been so advised by Rothschild & Co, as financial adviser and Rule 3 adviser to Dalata, as to the financial terms of the Acquisition, considers the terms of the Acquisition as set out in this Announcement to be fair and reasonable. In providing its advice to the Dalata Board, Rothschild & Co has taken into account the commercial assessments of the Dalata Board. Accordingly, the Dalata Board unanimously recommended that Dalata Shareholders vote in favour of the Scheme and all of the Resolutions (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer), as they have irrevocably undertaken to do in respect of their own beneficial holdings of, in aggregate, 2,096,294 Dalata Shares, which represent approximately 0.99% of the issued share capital of Dalata as at the close of business on the Latest Practicable Date (as defined in the Scheme Document).
If you have any queries in respect of the above, please contact your stockbroker or other intermediary or the Company’s brokers as set out below:
Davy (Joint Corporate Broker) +353 1 679 6363
Anthony Farrell
Orla Cowzer
Account Queries – Davy Select +353 1 614 9000
Berenberg (Joint Corporate Broker) +44 203 753 3069
Ben Wright
Clayton Bush
