Key Highlights

• Morgan Stanley Europe SE has filed a Form 38.5(a) dealing disclosure under Irish Takeover Panel rules in relation to DCC plc (LSE:DCC), which is currently in an offer period.

• The disclosure relates to dealings on 1 June 2026: purchases of 917 ordinary shares at an average price of 59.8021p and sales of 917 shares at 60.0000p — small parcels consistent with client-serving principal trading activity.

• Morgan Stanley Europe SE is connected to the offeror consortium of Energy Capital Partners, LLC and Kohlberg Kravis Roberts & Co. L.P. (KKR), which is why this disclosure obligation arises.

• Rule 38.5(a) disclosures are mandatory transparency filings by connected exempt principal traders during a takeover offer period; they do not indicate any change to the offer terms or timetable.

• DCC plc (LSE:DCC) is a FTSE 100 group; the existence of an offer period does not guarantee a completed transaction. Investors should read the full RNS and consult publicly available offer documents.

Company and RNS Summary

Introduction — Why This RNS Matters

On 2 June 2026, Morgan Stanley Europe SE published a Form 38.5(a) dealing disclosure on the London Stock Exchange's regulatory news service in relation to DCC plc (LSE:DCC). The disclosure was filed under Rule 38.5(a) of the Irish Takeover Panel Act, 1997, Takeover Rules, 2022 and relates to share dealings undertaken on 1 June 2026. DCC plc is currently in an offer period involving a consortium comprising Energy Capital Partners, LLC and Kohlberg Kravis Roberts & Co. L.P. (KKR), and Morgan Stanley Europe SE is a connected exempt principal trader with Recognised Intermediary (RI) status that is connected to that offeror consortium.

This RNS may look technical at first glance, but it serves an important function within the Irish Takeover Panel's regulatory framework: it ensures that all dealings in DCC plc shares by parties connected to the offer — including investment banks and brokers acting in a client-serving capacity — are disclosed publicly and promptly during the offer period. This transparency is central to maintaining the integrity of the takeover process and protecting the interests of DCC shareholders.

This article explains what Rule 38.5(a) is and why it exists, who Morgan Stanley Europe SE is and what its connection to the offer means, what the specific dealings disclosed on 1 June 2026 were, and what investors watching LSE-listed DCC shares should and should not read into this filing. It does not speculate on the offer price, outcome or timetable.

Company Background: DCC plc (LSE:DCC)

DCC plc (LSE:DCC) is a FTSE 100 diversified support services group incorporated in Ireland and listed on the London Stock Exchange. The company operates across energy, healthcare and technology distribution, with substantial operations across the United Kingdom, Ireland and mainland Europe. DCC is one of the larger Irish-incorporated companies listed in London and has historically been a constituent of the FTSE 100 index, making it a standard holding in diversified UK equity funds and index-tracking products.

DCC's energy division — which distributes liquefied petroleum gas (LPG), oil and other fuels to commercial and residential customers across Europe — has been the group's largest segment by revenue. The healthcare division provides specialist healthcare products and services, while the technology division distributes technology products and solutions to businesses. The group has a track record of acquisitive growth, completing a significant number of bolt-on transactions across its operating segments over many years.

DCC plc (LSE:DCC) is incorporated in Ireland, which is why the Irish Takeover Panel — rather than the UK Takeover Panel — has jurisdiction over any offer made for the company. This distinction is important for understanding the regulatory disclosure framework that governs dealing disclosures during the current offer period. The Irish Takeover Panel administers the Takeover Rules in Ireland, which are broadly equivalent in purpose to the UK Takeover Code administered by the Panel on Takeovers and Mergers in London, though there are differences in specific rule provisions and numbering.

What the RNS Said — Plain-English Summary

The RNS published on 2 June 2026 is a Form 38.5(a) disclosure filed by Morgan Stanley Europe SE in its capacity as a connected exempt principal trader with Recognised Intermediary status. The key information provided in the filing is as follows.

Morgan Stanley Europe SE is named as the exempt principal trader making the disclosure. DCC plc (LSE:DCC) is identified as the offeree company — the company that is the subject of the offer. The party to the offer with which Morgan Stanley Europe SE is connected is stated to be Energy Capital Partners, LLC and Kohlberg Kravis Roberts & Co. L.P. (KKR), who together form the offeror consortium. The date of dealings covered by this disclosure is 1 June 2026.

The dealings themselves are disclosed in the Purchases and Sales section of the form. On 1 June 2026, Morgan Stanley Europe SE purchased 917 ordinary shares in DCC plc at an average price of 59.8021 pence and a closing price of 59.6000 pence. On the same date, it sold 917 ordinary shares at an average price of 60.0000 pence, again with a reference closing price of 59.6000 pence. There were no cash-settled or stock-settled derivative transactions, and no other dealings to report. The disclosure states that there are no indemnity or dealing arrangements and no options or derivatives agreements.

The filing was signed off on 2 June 2026, with Claire Gordon named as contact at telephone number +44 141 245-8893. The disclosure was made to a Regulatory Information Service, as required under Rule 38 of the Takeover Rules, confirming that all public disclosures under Rule 38 must be routed through an RIS.

The Most Important Details

To understand this filing fully, it is helpful to unpack several technical concepts that may be unfamiliar to investors who do not regularly encounter takeover-related regulatory disclosures.

An exempt principal trader (EPT) is an entity — typically an investment bank or broker-dealer — that has been granted exempt status by the Takeover Panel (or, in this case, the Irish Takeover Panel), permitting it to deal in relevant securities during an offer period in a principal capacity (i.e., dealing for its own account) without those dealings being attributed to the connected offeror in the same way as the offeror's own dealings would be. The exemption exists because investment banks routinely act as market makers and principal traders across a vast range of securities for client-serving purposes, and it would be impractical and disproportionate to freeze all such activity simply because the bank also has a corporate finance advisory or financing relationship with one party to a takeover.

Recognised Intermediary (RI) status is a further designation that allows the EPT to deal in a client-serving capacity — i.e., dealing for clients rather than for its own speculative account — subject to stringent transparency conditions. The combination of EPT and RI status means Morgan Stanley Europe SE can continue its normal market-making and client-facilitation activities in DCC plc (LSE:DCC) shares during the offer period, but must disclose all such dealings promptly under Rule 38.5(a).

The dealings themselves — 917 purchases and 917 sales of ordinary shares — are small in absolute terms. The aggregate value of the purchases (917 shares at an average of 59.8021 pence) and sales (917 shares at 60.0000 pence) amounts to a few hundred pounds on each side. This is characteristic of principal trading activity in a client-serving context: the bank buys from one client who wishes to sell, and sells to another client who wishes to buy, acting as an intermediary principal in the process. The near-equal purchases and sales are consistent with a market-making or facilitation role rather than with any directional bet on DCC's share price.

The closing price reference of 59.6000 pence provided for both the purchase and sale tranches on 1 June 2026 is simply the market closing price for DCC ordinary shares on that date, provided as context within the standard form. It is not itself a disclosure of significance, but it gives investors a reference point for the price level at which DCC shares were trading on the date in question.

Why Investors May Be Watching DCC

DCC plc (LSE:DCC) is in an offer period, which by definition is a period of heightened investor attention. An offer period under the Irish Takeover Panel's framework begins when a formal notification of a possible offer is made and ends when the offer is either declared unconditional, lapses, or is withdrawn. During this period, a range of additional regulatory obligations apply to parties connected to the offer, including the dealing disclosure requirements addressed by this RNS.

The offeror consortium — Energy Capital Partners, LLC and Kohlberg Kravis Roberts & Co. L.P. (KKR) — comprises two major global private equity and infrastructure investors. Energy Capital Partners is a US-based private equity firm focused on the energy transition and power sectors, while KKR is one of the world's largest and most well-known alternative asset managers. Their interest in DCC plc (LSE:DCC) reflects the strategic attractiveness of the company's energy distribution operations in the context of the energy transition theme, among other factors.

Investors holding DCC shares on the London Stock Exchange will be following the offer period closely for updates on the offer timetable, terms and conditions. The Form 38.5(a) disclosures filed by connected parties — including Morgan Stanley Europe SE — provide one lens through which the activity of those connected to the offeror can be monitored, though the small scale of the dealings reported in this particular filing is unlikely to be of direct operational significance.

It is important to emphasise that the existence of an offer period and the filing of Rule 38.5(a) disclosures do not guarantee that a completed transaction will occur. Offer periods can end without a transaction completing, and investors should not treat these regulatory filings as confirmation that a deal will proceed on any particular terms.

Market Context

The UK mergers and acquisitions market has seen a pattern of private equity interest in FTSE-listed companies in recent years, reflecting the relative valuation discount at which many London-listed stocks have traded compared to US equivalents and the strategic attractions of established UK businesses with strong cash flows and market positions. DCC plc (LSE:DCC) — with its diversified energy distribution network across the UK and continental Europe — fits the profile of a business that infrastructure-focused and private equity investors might find attractive.

Irish Takeover Panel jurisdiction over DCC plc means that the regulatory framework governing this particular offer period is set by the Takeover Rules administered in Dublin rather than the UK Takeover Code administered in London. While the two sets of rules are broadly similar in purpose — both are designed to ensure fair and transparent treatment of shareholders during takeover processes — there are specific differences in rule numbering and procedure that explain why this disclosure is filed under Rule 38.5(a) rather than under the equivalent UK Takeover Code provision.

The London Stock Exchange's RNS system serves as the delivery mechanism for Rule 38.5(a) disclosures precisely because DCC plc (LSE:DCC) is listed in London and the RNS is the regulated channel through which disclosures must be made to the market. This means that UK investors following DCC's RNS feed on the LSE will receive all mandatory dealing disclosures relating to the offer period through the same channel they use to monitor the company's other regulatory announcements.

For investors focused on the UK stock market more broadly, the pattern of activity in DCC plc shares during an offer period — reflected in the rolling series of Rule 38.5(a) disclosures from connected parties — provides a degree of transparency about institutional and intermediary activity in the stock that would not be available in the absence of mandatory disclosure requirements.

Industry Context

Rule 38.5(a) of the Irish Takeover Panel Act, 1997, Takeover Rules, 2022 is the Irish Takeover Panel equivalent of the UK Takeover Code's Rule 8.5, which similarly requires connected exempt principal traders to publicly disclose their dealings in relevant securities during an offer period. These provisions exist to prevent information asymmetry during takeover processes: without mandatory disclosure, a connected bank could deal in the target company's shares on a material scale without shareholders or the market being aware that a party with a financial relationship with the bidder was accumulating or disposing of stock.

The Recognised Intermediary designation, which Morgan Stanley Europe SE holds in this context, is specific to the Irish Takeover Panel framework. It allows certain investment bank principal trading desks that deal primarily in a client-serving capacity to benefit from the EPT regime — meaning they are not treated as if they were themselves the offeror — while still being subject to the full disclosure obligations of Rule 38.5(a). This balance between operational practicality (allowing normal market-making to continue) and investor protection (requiring full public disclosure of all such activity) is a defining feature of modern takeover regulation in both Ireland and the UK.

The connection between Morgan Stanley Europe SE and the ECP/KKR consortium — cited in section 1(c) of the Form 38.5(a) — is a key element of why this disclosure obligation arises. Under the Takeover Rules, a financial institution is generally treated as connected to a bidder if it is providing financing, advice or other services to that bidder in connection with the offer. This connection triggers the EPT disclosure obligations, even where the bank's principal trading activity in the offeree company's shares is entirely separate from its advisory or financing role.

For professional investors and compliance officers familiar with UK and Irish takeover regulation, Form 38.5(a) filings are a routine feature of any offer period involving major investment banks. The discipline of monitoring these disclosures — alongside the more headline-grabbing offer announcements and shareholder circulars — is an important part of tracking the activity of all relevant parties during a contested or agreed offer process.

Potential Opportunities

The Form 38.5(a) filing itself does not announce any change to the DCC offer period, the offer terms or the timetable. However, the existence of an offer period for DCC plc (LSE:DCC) more broadly raises a number of considerations that investors in the stock may wish to keep in mind.

During an offer period, shareholders in the offeree company typically have the opportunity to receive a premium to the prevailing share price if an offer is completed at a level above the current market price. The existence of a formal offer period — with a named consortium of ECP and KKR — means that DCC shareholders are in a position of potential value realisation, subject to the outcome of the process.

For investors who hold DCC shares as part of a diversified UK equity portfolio, the offer period introduces a specific set of considerations around portfolio construction: a successful offer at a premium would result in an exit from the position, potentially at a price above the entry cost; a failed offer might see the share price return to levels that prevailed before the offer period began. Neither outcome can be predicted with confidence, and investors should form their own views based on all publicly available information.

The regular publication of Form 38.5(a) disclosures — even at the small scale of those disclosed by Morgan Stanley Europe SE for 1 June 2026 — provides a degree of ongoing market intelligence about the activity of parties connected to the offer. Investors and market commentators can use these disclosures to track whether connected parties are net buyers or sellers of DCC shares through their client-serving principal trading activities, though it should be noted that small-scale disclosures like this one are unlikely to be directionally informative.

Key Risks and Uncertainties

Investors holding or considering DCC plc (LSE:DCC) shares during an offer period face a distinctive set of risks that are in addition to the normal business and market risks associated with the company.

Offer uncertainty: the existence of an offer period does not guarantee that a completed transaction will occur. The ECP/KKR consortium may withdraw its interest, fail to reach an agreed price with DCC's board, be unable to satisfy regulatory or financing conditions, or choose not to proceed for any number of reasons. If the offer period ends without a deal, the DCC share price may move significantly, and not necessarily upwards.

Regulatory risk: a proposed acquisition of a FTSE 100 group by a consortium including major private equity investors is likely to attract scrutiny from competition authorities in the UK (via the Competition and Markets Authority), Ireland, and potentially other European jurisdictions. Regulatory approval conditions, remedies required by competition authorities, or outright prohibition could materially affect the outcome of any offer.

Market risk: DCC shares, like all listed securities, are exposed to broader market movements. A significant downturn in UK equity markets during an offer period could affect the relative attractiveness of any offer price and could influence the trajectory of negotiations.

Information risk: during offer periods, material information about the offer process — terms, conditions, shareholder acceptances, financing — may not always be public. Investors who make decisions based solely on the Form 38.5(a) disclosures or other procedural filings, without reference to the full suite of offer documents and announcements, may be working with an incomplete picture.

Business risk: DCC plc (LSE:DCC) continues to operate its normal business during the offer period. Operational developments — earnings, contract wins or losses, regulatory issues in its energy or healthcare businesses — may affect the company's fundamental value independently of the offer process.

What Could Move the Share Price Next

The Form 38.5(a) disclosure from Morgan Stanley Europe SE is unlikely to move DCC plc's (LSE:DCC) share price in isolation. The dealings are modest in scale — 917 shares purchased and 917 sold — and represent normal principal trading activity rather than any change in the offer dynamics.

The primary near-term catalysts for DCC share price movement are those directly related to the offer process itself: any announcement of a formal offer being made or recommended, any changes to the offer terms, any statements from the DCC board regarding the offer, any regulatory authority decisions relating to the transaction, and any disclosure of significant shareholder acceptances or rejections.

Investors tracking the offer period will also want to monitor a broader set of Rule 38.5(a) and Rule 38.5(b) disclosures from other connected and non-connected parties, as the aggregate picture of institutional dealing activity during the offer period can provide useful context about market sentiment and positioning. However, individual daily disclosures at the scale reported by Morgan Stanley Europe SE on 1 June 2026 should not be over-interpreted.

For investors in UK shares more broadly, DCC plc's (LSE:DCC) offer period is a reminder that FTSE 100 companies can and do become the subjects of acquisition interest, and that the offer period framework administered by the Irish Takeover Panel (in DCC's case) or the UK Takeover Panel (for other UK-incorporated companies) provides a structured process for managing that activity with appropriate protections for all shareholders.

Long-Term Outlook

The long-term outlook for DCC plc (LSE:DCC) as an independent listed company is necessarily uncertain during an offer period. If a transaction with the ECP/KKR consortium is completed, DCC would likely be taken private, and its shares would be delisted from the London Stock Exchange. If the offer period ends without a transaction, DCC would continue as a publicly listed group, and its long-term prospects would be assessed in the normal way by reference to its operational performance, strategy and financial position.

As a business, DCC plc has built a strong position in energy distribution across the UK and Europe, operating in markets where the energy transition is driving significant structural change. The shift from fossil fuels to electrification and low-carbon alternatives is a long-term trend that will require energy distributors like DCC to adapt their business models, invest in new technologies and services, and potentially reshape their portfolio of operations. These strategic considerations — irrespective of the current offer period — are central to any long-term assessment of the business.

The interest from Energy Capital Partners (a firm with deep expertise in the energy transition and power sector) and KKR (a global private equity firm with a track record of major infrastructure investments) suggests that sophisticated investors see long-term value in DCC's business model, whether as an independent entity or under private ownership where a longer-term transformation strategy could be pursued without the quarterly reporting pressures of public market ownership.

Investors holding DCC shares should read all relevant offer documentation, announcements and RNS disclosures as they are published, and should consult the Irish Takeover Panel's records of Rule 38 disclosures for a comprehensive view of all dealing activity by connected parties during the offer period. No conclusions about the likely outcome of the offer process should be drawn from the technical Form 38.5(a) filing discussed in this article.

Conclusion

Morgan Stanley Europe SE has filed a Form 38.5(a) dealing disclosure under the Irish Takeover Panel's Takeover Rules in relation to DCC plc (LSE:DCC), disclosing purchases of 917 ordinary shares at an average price of 59.8021 pence and sales of 917 shares at 60.0000 pence on 1 June 2026. Morgan Stanley Europe SE is a connected exempt principal trader with Recognised Intermediary status, connected to the offeror consortium of Energy Capital Partners, LLC and Kohlberg Kravis Roberts & Co. L.P. (KKR).

This RNS is a mandatory transparency filing required under Rule 38.5(a) of the Irish Takeover Panel Act, 1997, Takeover Rules, 2022. It does not announce any change to the offer terms, timetable or outcome. Its purpose is to ensure that all dealings in DCC plc shares by parties connected to the offer — including investment banks operating in a client-serving principal trading capacity — are publicly disclosed during the offer period, protecting the transparency and integrity of the process for all DCC shareholders.

Investors in DCC plc (LSE:DCC) shares should read the full RNS announcement and all relevant offer documents published by the parties to the offer, monitor the London Stock Exchange RNS feed for further disclosures during the offer period, and consider speaking with a qualified financial adviser before making any investment decisions in connection with the offer process. This article is for informational purposes only and does not constitute financial advice.