Following the recent completion of the sale of DCC Healthcare, DCC plc (LON:DCC) has announced the proposed return of up to £600 million to its shareholders through a tender offer process, subject to shareholder approval.
Key elements of the Tender Offer
· DCC proposes to return up to £600 million, by acquiring up to 11,952,191 ordinary shares from shareholders, representing up to approximately 12.3 per cent of its current issued share capital (excluding treasury shares).
· The price to be paid for those shares will be set as part of the Tender Offer process. DCC is inviting shareholders to tender (i.e. offer for purchase) their existing shares within a range of specified prices between £50.20 per share and £53.20 per share. Further details on the price range are included in Appendix 2 to this announcement.
· This price range represents:
– a premium of up to 6 per cent to the closing price of the Company’s ordinary shares on 14 November 2025; and
– a premium of 4.4 per cent to 10.6 per cent to the volume-weighted average price of the Company’s ordinary shares over the 90 days prior to 14 November 2025.
· All successfully tendered shares will be acquired at a single price which will reflect the level of demand from shareholders to sell some or all of their shares within this price range.
· The Tender Offer opens today and will close at 1.00 p.m. on 17 December 2025. Full details are set out in the Tender Offer Circular and Notice of EGM that is today being sent to shareholders and is also available on the Company’s website at www.dcc.ie/investors/shareholder-information/general-meetings.
· The Circular includes a Letter from the Chair of DCC with a further explanation of the Tender Offer process. The Circular also contains the full terms and conditions of the Tender Offer and instructions for shareholders on how to tender their shares should they choose to do so.
· The Tender Offer is subject to shareholder approval at an EGM of the Company which will take place on Thursday, 11 December 2025.
· Payment for any shares acquired as part of the Tender Offer is expected to issue to participating shareholders in late December 2025.
· The Tender Offer does not impact shareholders’ entitlement to the interim dividend announced on 11 November 2025.
· The expected timetable of events in relation to the Tender Offer is included in Appendix 1 to this announcement.
Benefits of the Tender Offer for shareholders
DCC has concluded that a tender offer represents the most effective means of returning a significant amount of capital to shareholders in a short space of time and in a manner that provides shareholders with a suitable degree of optionality as to the number and value of shares that they may elect to offer for purchase.
The benefits of the Tender Offer for shareholders as a whole include that:
· it is available to all qualifying shareholders regardless of the size of their shareholdings;
· it provides shareholders with access to meaningful near-term liquidity;
· shareholders have a choice as to whether and to what extent they participate in the Tender Offer, or not; and
· as opposed to an on-market share buyback programme, the Tender Offer will enable a material sum to be returned to participating shareholders swiftly and in a single transaction.
The Tender Offer will reduce the number of shares in issue and so should, assuming earnings stay the same, have a positive impact on DCC’s earnings per share as the Company intends to cancel all of the shares acquired under the Tender Offer.
No impact on interim dividend
The Company announced its Interim Results on 11 November 2025. That announcement included details of a proposed interim dividend of 69.50 pence per ordinary share, which will be paid on 12 December 2025 (the “Interim Dividend“). As stated above, the Tender Offer will not impact shareholders’ entitlement to the Interim Dividend. Shareholders who hold ordinary shares as at 6:00 p.m. on 21 November 2025 (being the record date for the Interim Dividend) and tender such ordinary shares (whether before or after such date) in the Tender Offer will continue to be entitled to receive the Interim Dividend in respect of any such tendered ordinary shares.
Circular availability
The Circular, including the Notice of EGM, which was issued to shareholders today is available on the Company’s website at www.dcc.ie/investors/shareholder-information/general-meetings.
In accordance with Rule 6.4.1 of the UK Listing Rules, the Circular has also been submitted to the UK National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Capitalised terms
Capitalised terms used, but not otherwise defined, in this announcement (including the Appendices to this announcement) have the meanings given to them in the Circular.
Disclosure of inside information
This announcement includes inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014.
