The boards of Bidco and DCC Energy have announced that they have reached agreement on the terms of a recommended acquisition by Bidco of the entire issued and to be issued share capital of DCC Energy.
§ The terms of the Acquisition, which will be subject to the Conditions and further terms set out in this Announcement, represent a total value of up to 6,797.22 pence in cash for each DCC Energy Share comprised of:
§ 6,525 pence in cash;
§ the final dividend of 147.22 pence for the financial year ended 31 March 2026 paid on 23 July 2026 to DCC Energy Shareholders on DCC Energy’s register of members at the close of business on 29 May 2026; and
§ subject to certain conditions, an additional payment of up to 125 pence in cash.
§ The Base Consideration and Final Dividend together value DCC Energy’s entire issued and to be issued share capital at approximately £5.75 billion and represent an attractive premium as follows:
§ 24% to DCC Energy’s undisturbed Closing Price of 5,380 pence on the Undisturbed Date, which was also DCC Energy’s 52-week high share price at the Undisturbed Date;
§ 33% to DCC Energy’s volume-weighted average price of 5,004 pence per DCC Energy Share for the three-month period ended on the Undisturbed Date;
§ 36% to DCC Energy’s volume-weighted average price of 4,907 pence per DCC Energy Share for the twelve-month period ended on the Undisturbed Date;
§ 11% to the median analyst twelve-month forward target price of 6,000 pence per DCC Energy Share as of the Undisturbed Date;
§ a value higher than DCC Energy’s closing share price at any point over the last five years; and
§ a meaningful premium to DCC Energy’s average trading multiple since setting out the updated strategy for DCC Energy in 2022.
§ If the Technology Disposal Additional Consideration is paid in full, the premium levels set out above would increase by approximately 2-3%.
§ The Technology Disposal Additional Consideration will depend on the potential sale by DCC Energy of the Nexora Business, for which DCC Energy is currently undertaking a sales process. While no binding agreement has been entered into in relation to the sale as at the date of this Announcement, DCC Energy may, prior to the Effective Date, agree and complete the Technology Disposal if it determines that such a sale is in the best interests of DCC Energy Shareholders, subject to the terms of the Transaction Agreement and the Irish Takeover Rules.
§ In connection with any such Technology Disposal, DCC Energy Shareholders will, in addition to the Base Consideration, be entitled to receive the Technology Disposal 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 the Technology Disposal Long Stop Date. If the Technology Disposal Net Proceeds are between the Technology Disposal Hurdle and US$800 million, this amount will be between zero and 125 pence per 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 will be 125 pence per DCC Energy Share.
§ In calculating the Technology Disposal Net Proceeds, certain amounts comprising the Technology Disposal Proceeds Deductions shall be deducted. Technology Disposal Proceeds Deductions comprise adjustments, some of which will be material (including in respect of the cash on balance sheet of the Nexora Business at 31 March 2026), to the equity value of the Nexora Business to reflect the net cash proceeds to DCC Energy on completion of any sale. There can be no certainty, and no assurance is given, that any Technology Disposal Consideration Conditions will be satisfied or waived, or that any Technology Disposal Additional Consideration will become payable. Further details are set out in paragraph 3 (Details of the Technology Disposal and Technology Disposal Additional Consideration) and Appendix V to this Announcement.
§ As set out in further detail in paragraph 5 (DCC Energy Recommendation), the DCC Energy Board believes that the Acquisition represents a compelling and certain opportunity for DCC Energy Shareholders to realise value in cash today. Since DCC Energy announced an updated strategy for the Energy business in May 2022, with the ambition of doubling operating profit to £830 million by 2030[1], DCC Energy has delivered significant progress against the 2030 Ambition. DCC Energy has materially simplified the DCC Energy Group through the completed disposals of its former Healthcare and InfoTech businesses, and the Technology Disposal sale process is well-progressed. The DCC Energy Board remains confident in the standalone strategy, but recognises that delivering the remaining growth required to meet the 2030 Ambition would require sustained organic execution and successful M&A deployment against an uncertain macroeconomic, regulatory and energy transition backdrop. The DCC Energy Board has also taken into account that, despite extensive market engagement and the strategic progress made, DCC Energy has not sustainably re-rated in the public markets. Following a robust and lengthy negotiation with the Consortium, the DCC Energy Board considers that the Acquisition provides shareholders with an attractive premium, cash certainty and value at a level above that which DCC Energy has been able to achieve consistently in the public markets.
§ The DCC Energy Directors, who have been so advised by J.P. Morgan and UBS as to the financial terms of the Acquisition, consider the terms of the Acquisition as set out in this Announcement to be fair and reasonable. In providing their advice to the DCC Energy Board, J.P. Morgan and UBS have taken into account the commercial assessments of the DCC Energy Board. UBS is providing independent financial advice to the DCC Energy Directors for the purposes of Rule 3 of the Irish Takeover Rules.
§ The DCC Energy Board believes that the Acquisition is in the best interests of DCC Energy Shareholders and represents the most effective route to realise value for shareholders.
§ Accordingly, the DCC Energy Directors intend to recommend unanimously that DCC Energy Shareholders vote in favour of the Acquisition and all of the Resolutions.
Comments on the Acquisition
Commenting on the Acquisition, Mark Breuer, Chair of DCC Energy, said:
“Since setting out its new strategy in 2022, DCC Energy has successfully repositioned to become a simpler, leaner, and more focused business. This strategic clarity has laid the foundations for sustainable long-term value creation as a leading multi-energy solutions provider.
I would like to recognise the exceptional contribution of our colleagues across DCC Energy, whose dedication, insight and ingenuity have been instrumental in delivering that successful transformation.
Whilst the DCC Energy Board remains confident in the energy strategy and associated 2030 Ambition announced in 2022, the Board believes the Consortium’s offer represents a compelling opportunity for shareholders to crystallise value in cash at an attractive premium to DCC Energy’s historical trading price.
We are confident that the Consortium will be strong stewards of DCC Energy’s 50-year heritage and support the business during its next phase of growth.”
§ Commenting on the Acquisition, Francesco Ciabatti, Partner at ECP, said:
“ECP is excited to begin this long-term partnership with DCC Energy and its exceptional employees. We look forward to working with the DCC Energy team to build on its long history of providing high quality and dependable service to its millions of customers. ECP has spent two decades investing in complex global energy infrastructure businesses and looks forward to bringing that experience to bear for DCC Energy, working alongside our consortium partners and the DCC Energy team to support its strategic initiatives, development, growth and industry leadership.”
§ Commenting on the Acquisition, Ryan Miller, Managing Director, Infrastructure, at KKR, said:
“DCC Energy has built a leading position in energy distribution, and its transition to a pure-play energy business further sharpens its strategy. The company is at an important moment, and delivering the next phase of this transition across a complex asset base will require significant operational transformation against the backdrop of a changing and volatile energy market. KKR has a long track record as an active owner in energy infrastructure and services, and we intend to draw on our global platform, operational expertise and sector experience to support DCC Energy’s ambition to become a leading global energy business.”
Irrevocable Undertakings
§ Bidco has received irrevocable undertakings from each of the DCC Energy Directors who hold, or hold interests over, DCC Energy Shares to vote (or, where applicable, procure the voting), in favour of the Resolutions at the Scheme Meeting and the EGM as applicable (or, if the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of such Takeover Offer) in respect of their own beneficial holdings over which those DCC Energy Directors have control over voting rights, comprising, in aggregate, 239,744 DCC Energy Shares (which in aggregate represent approximately 0.28% of the issued share capital of DCC Energy as of the Latest Practicable Date).
§ Further details of these irrevocable undertakings, including the circumstances in which they may lapse, are set out in paragraph 6 (Irrevocable Undertakings) and Appendix II to this Announcement.
Timetable and Conditions
§ It is intended that the Acquisition will be implemented by way of a High Court-sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Act (or, if Bidco elects, subject to the terms of the Transaction Agreement, compliance with the Irish Takeover Rules and with the consent of the Irish Takeover Panel, a Takeover Offer).
§ Under the terms of the Scheme, Bidco will pay the Cash Consideration to the Scheme Shareholders in consideration of either the cancellation of their Cancellation Shares or (in the case of the Scheme Shareholders holding Transfer Shares) the transfer to Bidco of the Transfer Shares. If the Scheme is implemented, at the Effective Time, all Cancellation Shares will be cancelled and any Transfer Shares will be transferred to Bidco in accordance with the Scheme. In respect of the Cancellation Shares, DCC Energy will issue to Bidco such number of new DCC Energy Shares as is equal to the number of Cancellation Shares cancelled. As a result of these arrangements, DCC Energy will become a wholly-owned Subsidiary of Bidco.
§ If on, or after, the date of this Announcement and prior to the Effective Time, any dividend and/or other distribution and/or other return of capital is announced, declared, made or paid or becomes payable in respect of the DCC Energy Shares, Bidco reserves the right to reduce the Base Consideration by an amount per DCC Energy Share up to the amount of such dividend and/or distribution and/or return of capital, in which case any reference in this Announcement or the Scheme Document to the Base Consideration will be deemed to be a reference to the Base Consideration as so reduced.
§ The Acquisition is conditional on, among other things:
§ the approval of the Scheme by members of each class of DCC Energy Shareholders present and voting, either in person or by proxy, at the Scheme Meeting(s) representing, at the Voting Record Time, at least three-fourths (75%) in value of the DCC Energy Shares of that class held by such DCC Energy Shareholders present and voting;
§ the EGM Resolutions being duly passed by the requisite majority of DCC Energy Shareholders at the EGM;
§ the Scheme being sanctioned by the High Court (with or without material modification, but subject to any such modification being acceptable to each of Bidco and DCC Energy); and
§ the High Court having confirmed the related reduction of capital.
§ The Scheme must become Effective by no later than 23:59 (London time) on the End Date.
§ The Scheme is also subject to the satisfaction (or, where applicable, waiver) of the other Conditions to, and certain further terms of, the Acquisition and the Scheme set out in Appendix I to this Announcement. The Scheme Document will contain the full terms of the Scheme, the notices convening the Scheme Meeting(s) and the EGM and the expected timetable for completion of the Acquisition, and will specify the action to be taken by DCC Energy Shareholders to vote on the Resolutions.
§ The Scheme Document will be sent (together, where relevant, with the relevant forms of proxy) as soon as practicable and, in any event, within 28 calendar days after the date of this Announcement (save with the consent of the Irish Takeover Panel) to DCC Energy Shareholders and, for information only, to DCC Energy Participants.
§ It is expected that the Scheme Meeting and the EGM will be held as soon as is practicable in September 2026. The Scheme is expected to become Effective in Q1 2027, subject to the satisfaction or (where applicable) waiver of the Conditions set out in Appendix I to this Announcement.
Information relating to ECP, KKR and Bidco
Information relating to ECP
§ ECP, founded in 2005, is a leading equity and credit investor across energy transition infrastructure, with a focus on investing in electricity and sustainability infrastructure providing reliable, affordable and clean energy. ECP combines deep domain expertise with a value-added, operationally focused investment approach. Since inception, ECP has secured more than US$40 billion in capital commitments from institutional investors globally. ECP is the infrastructure investment platform of Bridgepoint Group Plc (LSE: BPT.L), a London-listed global leader in middle-market private equity, credit, infrastructure and secondaries. Together, they manage approximately US$98 billion in combined assets under management.
§ ECP is among the most active investors in North American and UK energy infrastructure across the energy value chain, including renewables, environmental infrastructure, natural gas marketing, and downstream infrastructure. Over the course of ECP’s history, it has invested over US$23 billion in clean energy assets, utilising a partnership-led approach to better position businesses for the energy transition and future growth initiatives.
§ ECP’s current and realised portfolio of UK investments includes Grain LNG, Europe’s largest LNG regasification terminal; Biffa, a leading integrated waste management and circular economy business; Atlantica, an owner and operator of a large, diversified portfolio of contracted renewable and power assets; and Triton Power Partners, a portfolio of natural gas power generation assets in the UK.
Information relating to KKR
§ KKR is a leading global investment firm with US$758 billion in assets under management as of 31 March 2026. With 50 years of experience, KKR invests globally across infrastructure, real estate, private equity and credit, and also offers capital markets and insurance solutions.
§ KKR has significant experience and deep roots in infrastructure investing. KKR established its Global Infrastructure strategy in 2008 and has since been one of the most active private infrastructure investors around the world with a team of approximately 160 dedicated infrastructure executives. As of 31 March 2026, KKR’s infrastructure platform had approximately US$107 billion in assets under management. KKR will invest in the Acquisition primarily through its Global Infrastructure strategy.
§ KKR is a long-standing investor in the energy sector, having deployed more than US$57 billion (£43 billion) of equity globally into related investments since 2008. KKR has an extensive track record of investing in leading energy and energy distribution businesses and working collaboratively to scale them as global leaders and further their transition strategies.
§ The Acquisition further builds on KKR’s presence and investment activity in the UK and Ireland, where KKR has a long track record and employs over 650 executives. KKR has been investing in the UK for thirty years with a permanent presence and local investment professionals since the opening of the firm’s London office in 1999. KKR has invested approximately US$37 billion (£28 billion) of equity through its infrastructure, real estate and private equity strategies in the UK and Ireland, completing over 70 transactions. In Ireland, KKR has maintained a prominent local presence through its Dublin office since 2014.
§ In the UK and Ireland, KKR’s infrastructure investments in energy and energy services businesses include ContourGlobal, John Laing, Smart Metering Systems, Viridor, and Zenobē. Globally, KKR’s investments include Avantus, CleanPeak Energy, Encavis, GreenVolt, IGNIS P2X, Port Arthur LNG, Sempra Infrastructure, Serentica Renewables and Zenith Energy, among others.
Information relating to Bidco
§ Bidco is a private company limited by shares incorporated under the laws of Ireland for the purpose of implementing the Acquisition and is indirectly wholly owned by ECP and KKR. Bidco has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition. Further details in relation to Bidco will be contained in the Scheme Document.
Information relating to DCC Energy
§ DCC Energy is a leader in multi-energy sales and distribution in Europe and the US. The DCC Energy Group serves millions of customers across the commercial & industrial, public and domestic sectors. DCC Energy delivers mainly off-grid energy solutions, led by liquid gas, and operates service stations and fleet services. The DCC Energy Group supplies the secure, cleaner and competitive energy that customers need, supporting industrial processes, heating homes, and keeping transport moving. DCC Energy does this while supporting customers through the transition with the energy and services they need next.
§ DCC Energy is a public limited company incorporated in Ireland. DCC Energy Shares are listed on the Official List and admitted to trading on the Main Market of the London Stock Exchange (LSE: DCC). DCC Energy is a constituent of the FTSE 100. In its financial year ended 31 March 2026, DCC Energy generated revenues of £15.4 billion and adjusted operating profit of £634.0 million. DCC Energy has an excellent record, delivering compound annual growth of 14% in adjusted operating profit and unbroken dividend growth of 13% while maintaining high returns on capital employed over 32 years as a public company.
This summary should be read in conjunction with, and is subject to, the full text of this Announcement and its appendices.
The Conditions to, and certain further terms of, the Acquisition and the Scheme are set out in Appendix I to this Announcement. The Acquisition and the Scheme will also be subject to further terms to be set out in the Scheme Document.
Certain terms used in this Announcement are defined in Appendix III to this Announcement. Appendix II contains further details of the irrevocable undertakings and Appendix IV sets out certain sources of information and bases of calculation contained in this Announcement. Appendix V sets out further particulars relating to the Technology Disposal Additional Consideration.
