DCC Energy PLC
09 October 2026
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
9 October 2026
RECOMMENDED FINAL ACQUISITION OF
DCC ENERGY PLC BY
DRAGON BIDCO LIMITED
a newly incorporated company indirectly wholly owned by: (i) funds and investment vehicles advised by Energy Capital Partners Management, LP and its affiliates, and (ii) funds and investment vehicles advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates
TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT
UNDER CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014
DISPOSAL OF NEXORA AND ESTIMATED TECHNOLOGY DISPOSAL ADDITIONAL CONSIDERATION
Agreement for the sale of Nexora
DCC Energy plc ("DCC Energy" or the "Company") is pleased to announce that the DCC Energy group has entered into a share purchase agreement for the sale of Nexora, DCC Energy's technology division, to independently managed investment subsidiaries of funds managed and/or advised by One Equity Partners (the "Technology Disposal"). The Technology Disposal values Nexora at a total enterprise value of US$725 million on a cash-free, debt-free basis. The Technology Disposal is conditional on the receipt of customary regulatory approvals and, subject to the receipt of such approvals, is expected to complete on or after 1 March 2027.
Recommended acquisition of DCC Energy by Bidco - Estimated Technology Disposal Additional Consideration
On 27 July 2026, Dragon Bidco Limited ("Bidco") and DCC Energy announced the recommended acquisition of DCC Energy by Bidco (the "Acquisition") to be implemented by way of the Scheme. DCC Energy published the scheme document for the Acquisition on 24 August 2026 (the "Scheme Document").
On 18 September 2026, DCC Energy Shareholders voted to approve the Scheme.
This announcement (the "Announcement") should be read in conjunction with the Scheme Document and capitalised terms used shall, unless otherwise defined, have the same meanings as set out in the Scheme Document.
As detailed in the Scheme Document, as part of the Acquisition, DCC Energy Shareholders will, in addition to 6,525 pence in cash per DCC Energy Share, be entitled to receive additional consideration of up to 125 pence in cash per DCC Energy Share if the Technology Disposal Consideration Conditions are satisfied (or waived by Bidco at its sole discretion) before 31 July 2027.
Under the terms of the Transaction Agreement, if the Technology Disposal Net Proceeds are between US$650 million and US$800 million, the Technology Disposal Additional Consideration will be between zero and 125 pence per DCC Energy Share calculated on a linear basis by reference to the amount of such Technology Disposal Net Proceeds. If the Technology Disposal Net Proceeds are greater than US$800 million, the maximum amount payable as Technology Disposal Additional Consideration will be 125 pence per DCC Energy Share.
Pursuant to the share purchase agreement for the Technology Disposal, and assuming a completion date of 1 March 2027 for the Technology Disposal and that no leakage occurs to a party other than the DCC Energy Group between the date of this Announcement and completion of the Technology Disposal, the Technology Disposal Net Proceeds are expected to be US$701 million and the Technology Disposal Additional Consideration is expected to be 42 pence per DCC Energy Share.
The amounts of the Technology Disposal Net Proceeds and Technology Disposal Additional Consideration included in this Announcement are only estimates. Once the Technology Disposal has completed, the final Technology Disposal Net Proceeds and Technology Disposal Additional Consideration will be determined in accordance with paragraph 7 of Schedule 6 of the Transaction Agreement. An announcement will be made once these amounts have been determined.
If the Technology Disposal Consideration Conditions are satisfied (or waived by Bidco at its sole discretion) on or prior to the Effective Date of the Acquisition, the Technology Disposal Additional Consideration will be paid to DCC Energy Shareholders not later than fourteen (14) days following the Effective Date. If the Technology Disposal Consideration Conditions are satisfied (or waived by Bidco at its sole discretion) after the Effective Date, the Technology Disposal Additional Consideration will be paid to DCC Energy Shareholders not later than fourteen (14) days following the Technology Disposal Consideration Conditions having been satisfied (or waived by Bidco at its sole discretion).
As the Technology Disposal remains subject to the fulfilment of customary regulatory conditions, there can be no guarantee that it will complete. Accordingly, there can be no assurance that the Technology Disposal Consideration Conditions will be satisfied or that any Technology Disposal Additional Consideration will become payable. If any of the Technology Disposal Consideration Conditions are not satisfied (or waived by Bidco at its sole discretion) by 31 July 2027, the Technology Disposal Additional Consideration will be zero.
Commenting on the announcement, Donal Murphy, Chief Executive of DCC Energy, said:
"Nexora has been an important part of the DCC Group for many years and has built a strong market position through the expertise and commitment of its people. As it begins this next chapter, we would like to thank our colleagues across Nexora for their contribution to DCC Energy and wish them every success for the future.
This transaction recognises the quality of the business that the Nexora team has built and, subject to completion, will deliver additional value for DCC Energy shareholders. We believe One Equity Partners is well placed to support Nexora's continued growth, investment and long-term development, benefiting employees and customers alike."
Enquiries
DCC Energy
Conor Murphy, Chief Financial Officer Tel: +353 1 2799 400
Sodali & Co (Communications Advisor to DCC Energy) dccenergy@info.sodali.com
Eavan Gannon
Pete Lambie
Jefferies International Limited is acting as sole financial advisor to DCC Energy in respect of the Technology Disposal.
J.P. Morgan Cazenove is acting as financial advisor in respect of the Acquisition and corporate broker to DCC Energy. UBS is acting as financial advisor and Rule 3 advisor in respect of the Acquisition and corporate broker to DCC Energy. J&E Davy is acting as corporate broker to DCC Energy.
Hogan Lovells LLP is acting as English legal advisor to DCC Energy in respect of the Technology Disposal.
Cleary Gottlieb Steen & Hamilton LLP and William Fry LLP are, respectively, acting as English and Irish legal advisors to DCC Energy in respect of the Acquisition.
About One Equity Partners
One Equity Partners ("OEP") is a middle-market private equity firm focused on the industrial, healthcare, and technology sectors in North America and Europe. The firm seeks to build market-leading companies by identifying and executing transformative business combinations. OEP is a trusted partner with a differentiated investment process, a broad and senior team, and an established track record generating long-term value for its partners. Since 2001, the firm has completed more than 500 transactions worldwide. OEP, founded in 2001, spun out of J.P. Morgan in 2015. The firm has offices in New York, Chicago, Frankfurt and Amsterdam.
Inside Information
This Announcement contains inside information and has been issued pursuant to Regulation (EU) No. 596/2014 of the European Parliament and the Council of 16 April 2014 on Market Abuse as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended from time to time. The date and time of this Announcement is the same date and time that it has been communicated to the media. The person responsible for arranging the release of this Announcement on behalf of DCC Energy is Darragh Byrne, Chief Risk Officer and General Counsel of DCC Energy.
Statements required by the Irish Takeover Rules
The DCC Energy Directors accept responsibility for the information contained in this Announcement. To the best of the knowledge and belief of the DCC Energy Directors (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.
Important notices relating to financial advisors
Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting exclusively as financial adviser to DCC Energy and no one else in connection with the Technology Disposal and will not be responsible to anyone other than DCC Energy for providing the protections afforded to clients of Jefferies nor for providing advice in relation to the Technology Disposal or any other matters referred to herein. Neither Jefferies nor any of its affiliates 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 Jefferies in connection with the matters referred to in this Announcement or otherwise.
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the FCA, is acting as financial advisor exclusively to DCC Energy and for no one else in connection with the Acquisition and will not be responsible to anyone other than DCC Energy in respect of protections that may be afforded to clients of J.P. Morgan Cazenove nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither J.P. Morgan Cazenove 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 J.P. Morgan Cazenove in connection with this Announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by J.P. Morgan Cazenove as to the contents of this Announcement.
UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the PRA and subject to regulation by the FCA and limited regulation by the PRA in the United Kingdom. UBS is acting exclusively as financial advisor to DCC Energy and no one else in connection with the Acquisition. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matter referred to herein.
J&E Davy ("Davy"), which is authorised and regulated in Ireland by the Central Bank of Ireland and in the United Kingdom is authorised and regulated by the FCA, is acting exclusively for DCC Energy and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than DCC Energy for providing the protections afforded to clients of Davy or for providing advice in connection with the matters referred to in this Announcement.
No Offer or Solicitation
This Announcement is for information purposes only and is not intended to, and does not, constitute or form any part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
The Acquisition will be made solely by means of the Scheme Document (or, if applicable, the Takeover Offer Document), which contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition, should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the Takeover Offer Document).
This Announcement does not constitute a prospectus or a prospectus equivalent document.
If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your appropriately authorised independent financial advisor.
Notice to U.S. Shareholders
The Acquisition relates to the shares of an Irish company and is being made by means of a scheme of arrangement provided for under the Companies Act 2014. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the U.S. Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in Ireland for a public acquisition by scheme of arrangement, which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules.
It may be difficult for holders of DCC Energy Shares in the United States (the "U.S. shareholders") to enforce any rights or claims arising out of U.S. federal securities laws in connection with the Acquisition, since Bidco and DCC Energy are organised and located in non-U.S. jurisdictions, and some or all of their officers and directors may be residents of non-U.S. jurisdictions. U.S. shareholders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to the jurisdiction and judgment of a U.S. court.
In accordance with, and to the extent permitted by, the Irish Takeover Rules, normal Irish and UK market practice and Rule 14e-5(b) of the U.S. Exchange Act, Jefferies, J.P. Morgan Cazenove, UBS and Davy and their respective affiliates may continue to act as exempt principal traders or exempt market makers in DCC Energy Shares on the London Stock Exchange and may engage in certain other purchasing activities consistent with their respective usual practices and applicable law. In addition, in compliance with the Irish Takeover Rules, members of the Bidco Group and / or certain affiliates or their respective nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, DCC Energy securities other than pursuant to the Acquisition, either in the open market at prevailing prices or through privately negotiated purchases at negotiated prices.
Any information about such purchases will be disclosed to the Irish Takeover Panel and, to the extent that such information is required to be publicly disclosed in Ireland in accordance with applicable regulatory requirements, will be made available via a Regulatory Information Service on the London Stock Exchange's website, www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in Ireland.
DCC Energy Shareholders in the U.S. also should be aware that the transaction contemplated herein may have tax consequences in the U.S. and that such consequences, if any, are not described herein. DCC Energy Shareholders in the U.S. are urged to consult with legal, tax and financial advisors.
Cautionary Statement Regarding Forward-Looking Statements
This Announcement contains certain forward-looking statements with respect to DCC Energy. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "prepare", "believe", "will", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, budgets, economic performance, financial conditions, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of members of the DCC Energy Group; and (iii) the effects of government regulation on the business of members of the DCC Energy Group.
These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to DCC Energy (or any member of the DCC Energy Group) or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Neither DCC Energy nor any member of the DCC Energy Group undertake any obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.
Rule 8 - Dealing Disclosure Requirements
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 DCC Energy 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 p.m. (London 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 co-operate on the basis of any agreement either express or tacit, either oral or written, to acquire an 'interest' in 'relevant securities' of DCC Energy, 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 DCC Energy.
All 'dealings' in 'relevant securities' of DCC Energy by Bidco, or by any party 'acting in concert' with Bidco, must also be disclosed by no later than 12:00 noon (London 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.
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 http://www.irishtakeoverpanel.ie. or contact the Irish Takeover Panel on telephone number +353 (1) 678 9020.
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.
Publication on website
Pursuant to Rule 26.1 of the Irish Takeover Rules, this Announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on the Acquisition Websites, in each case by no later than 12:00 noon (London time) 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.
Availability of hard copies
Any DCC Energy Shareholder or DCC Energy Participant may request a copy of this Announcement in hard copy form by submitting a request in writing to Company Secretary, DCC Energy plc, Leopardstown Road, Foxrock, Dublin 18, Ireland or by email to companysecretary@dcc.ie or by calling telephone number +353 1 2799 400 between 9:00 a.m. and 5:00 p.m. (London time), Monday to Friday (excluding Irish public holidays). Any written requests must include the identity of the DCC Energy Shareholder or DCC Energy Participant (as applicable) and hard copy documents will be posted to the address of the DCC Energy Shareholder or DCC Energy Participant provided in the written request.
A hard copy of this Announcement will not be sent to any DCC Energy Shareholder or DCC Energy Participant unless such a request is made. Any DCC Energy Shareholder or DCC Energy Participant making any such request may also request that all future documents, announcements and information required to be sent to that person by DCC Energy or Bidco, as the case may be, in relation to the Acquisition should be sent by DCC Energy or Bidco to that person in hard copy form.
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 the 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 are contained in the Scheme Document.
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 Restricted Jurisdiction, and the proposed terms of the Acquisition will not be capable of acceptance from within a Restricted Jurisdiction. The release, publication or distribution of this Announcement in whole or in part, directly or indirectly, in, into or from 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, DCC Energy disclaims any responsibility or liability for the violations of any such restrictions by any person.
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