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Dalata Hotel Group PLC: Results of Scheme Meetings and EGM

Dalata Hotel Group PLC (DAL,DHG)
Dalata Hotel Group PLC: Results of Scheme Meetings and EGM

11-Sep-2025 / 17:21 GMT/BST


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 JURISDICTIONFOR IMMEDIATE RELEASE

11 SEPTEMBER 2025

RECOMMENDED CASH OFFER

FOR

DALATA HOTEL GROUP PLC

BY

PANDOX IRELAND TUCK LIMITED

A NEWLY-INCORPORATED COMPANY WHOLLY-OWNED BY PANDOX AB AND EIENDOMSSPAR AS

TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014

 

RESULTS OF SCHEME MEETINGS AND EGM

 

The boards of Pandox Ireland Tuck Limited ("Bidco") and Dalata Hotel Group plc ("Dalata") are pleased to announce that at today's Scheme Meetings and Extraordinary General Meeting in connection with the final recommended cash offer by Bidco, for the entire issued and to be issued share capital of Dalata (the "Acquisition"), to be effected by way of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 (the "Scheme"):

  • the Dalata Shareholders voted in favour of the Scheme Meeting Resolution to approve the Scheme at the Scheme Meetings; and
  • the Dalata Shareholders voted in favour of the EGM Resolutions at the EGM.

Full details of the Resolutions passed are set out in the notices of the Scheme Meetings and EGM contained in the Scheme Document dated 12 August 2025 (the “Scheme Document”).

The detailed voting results in relation to the Scheme Meetings and EGM are set out below:

Voting Results of the First Scheme Meeting

The Scheme Meeting Resolution was duly passed on a poll vote at the First Scheme Meeting. The results of the poll were as follows. The required quorum in respect of the First Scheme Meeting, being at least two persons holding or representing by proxy at least one-third in nominal value of the Consortium Shares, was satisfied.

 

Number of Consortium Shares Voted

% of Consortium Shares Voted

Number of Consortium Shares Voted as a % of Consortium Shares**

For

18,530,682

100%

89.34%

Against

0

0%

0%

Total

18,530,682

100%

89.34%

Withheld*

0

-

-

 

* The "Vote Withheld" option is provided to enable abstention on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" and "Against" a resolution.

** The total number of Consortium Shares in issue at the Voting Record Time was 20,741,832.

Voting Results of the Second Scheme Meeting

The Scheme Meeting Resolution was duly passed on a poll vote at the Second Scheme Meeting. The results of the poll were as follows. The required quorum in respect of the Second Scheme Meeting, being at least two persons holding or representing by proxy at least one-third in nominal value of the Scheme Shares (other than the Consortium Shares), was satisfied.

 

Number of Scheme Shares (other than Consortium Shares) Voted

% of Scheme Shares (other than Consortium Shares) Voted

Number of Scheme Shares (other than Consortium Shares) Voted as a % of Scheme Shares (other than Consortium Shares)**

For

73,830,443

99.87%

48.04%

Against

92,581

0.13%

0.06%

Total

73,923,024

100%

48.10%

Withheld*

30,591

-

-

 

* The "Vote Withheld" option is provided to enable abstention on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" and "Against" a resolution.

** The total number of Scheme Shares (other than Consortium Shares) in issue at the Voting Record Time was 153,682,051.

Voting Results of the EGM

 

Number of Dalata Shares Voted

% of Dalata Shares Voted

Number of Dalata Shares Voted as a % of Dalata Shares**

Resolution 1 – Amendment of Memorandum of Association

For

100,098,120

99.91%

47.33%

Against

88,381

0.09%

0.04%

Total

100,186,501

100%

47.37%

Withheld*

30,591

-

-

Resolution 2 – Approval of the Scheme of Arrangement

For

100,093,920

99.91%

47.33%

Against

92,581

0.09%

0.04%

Total

100,186,501

100%

47.37%

Withheld*

30,591

-

-

Resolution 3 – Cancellation of Cancellation Shares

For

100,092,644

99.91%

47.33%

Against

88,381

0.09%

0.04%

Total

100,181,025

100%

47.37%

Withheld*

36,067

-

-

Resolution 4 – Application of Reserves

For

100,093,920

99.91%

47.33%

Against

88,381

0.09%

0.04%

Total

100,182,301

100%

47.37%

Withheld*

34,791

-

-

Resolution 5 – Amendment of Articles of Association

For

100,098,120

99.91%

47.33%

Against

88,381

0.09%

0.04%

Total

100,186,501

100%

47.37%

Withheld*

30,591

-

-

Resolution 6 – Management Incentive Payment

For

92,941,800

99.89%

43.95%

Against

100,981

0.11%

0.05%

Total

93,042,781

100%

44%

Withheld*

5,035,550

-

-

Resolution 7 – Adjournment of the EGM

For

97,911,928

97.73%

46.30%

Against

2,274,573

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