Key Highlights

• DCC plc (LSE:DCC) is subject to an offer period; the bidding consortium is Energy Capital Partners, LLC and Kohlberg Kravis Roberts & Co. L.P. (KKR).

• J&E Davy Unlimited Company has filed an Irish Takeover Panel Form 38.5(a) dealing disclosure as a connected exempt principal trader with recognised intermediary status.

• J&E Davy is connected to DCC plc (the offeree), not to the offeror consortium, and dealt in a client-serving capacity on 1 June 2026.

• Dealings disclosed: purchases of 4,568 DCC ordinary shares at prices ranging from 5,955 GBX to 6,055 GBX; sales of 2,750 shares at prices from 5,950 GBX to 6,020 GBX.

• Rule 38.5 disclosures are mandatory transparency filings under the Irish Takeover Panel Act, 1997, Takeover Rules, 2022, designed to ensure full market visibility during an offer period.

Company and RNS Summary

Introduction — Why This RNS Matters

DCC plc (LSE:DCC) is subject to a formal offer period under the Irish Takeover Panel Act, 1997, Takeover Rules, 2022. The bidding consortium consists of Energy Capital Partners, LLC and Kohlberg Kravis Roberts & Co. L.P. — the private equity firm widely known as KKR. On 2 June 2026, an RNS was published containing a Form 38.5(a) disclosure filed by J&E Davy Unlimited Company, an Irish financial services and investment firm.

Rule 38.5 of the Irish Takeover Panel's Takeover Rules is the Irish equivalent of Rule 8 of the UK Takeover Code. It requires connected exempt principal traders — firms that have received recognised intermediary status from the Irish Takeover Panel and which deal in the relevant securities of a company subject to an offer — to disclose their dealings on a daily basis. This is a transparency mechanism designed to ensure that all market participants can see how securities in a bid target are moving between parties connected to the transaction.

J&E Davy's filing is notable because the firm is connected to DCC plc itself — the offeree — rather than to the offeror consortium. This distinction matters: it means Davy is a market-maker or principal trader operating in DCC securities in a client-serving capacity, and is disclosing those activities as required by the Rules, rather than acting as an adviser or agent for the bidding consortium. This article explains the filing in full and sets out the context investors need to understand what it means for DCC plc shares.

Company Background: DCC plc (LSE:DCC)

DCC plc is a diversified international sales, marketing and support services company headquartered in Dublin, Ireland, and listed on the London Stock Exchange under the ticker DCC. DCC is — or at the time of this announcement was — a constituent of the FTSE 100, making it one of the largest Irish companies traded on the London market.

The group operates across three principal divisions. DCC Energy is the largest division, operating as a distributor and marketer of oil, liquified petroleum gas (LPG), and increasingly renewable energy products across Ireland, the UK, Europe and the US. The Energy division has been central to DCC's long-term value creation, given the scale of hydrocarbon distribution networks required across Europe and North America and the growing opportunity in energy transition products.

DCC Healthcare provides outsourced supply chain, sales and marketing services to pharmaceutical, nutrition and health-and-beauty companies, primarily in Ireland, the UK and continental Europe. DCC Technology (which operates the Exertis brand) is a specialist value-added technology products distributor serving retailers, resellers and enterprise customers across the UK, Europe and North America.

DCC has a long history as a high-quality compounding earnings business, pursuing a strategy of disciplined bolt-on acquisitions alongside organic growth across its divisions. The group's track record on the London Stock Exchange has made it a well-regarded name among UK shares investors and FTSE 100 fund managers. The offer by Energy Capital Partners and KKR represents a significant corporate event for a company that has been independently listed for many years.

The company's Irish incorporation means it falls under the jurisdiction of the Irish Takeover Panel rather than the UK Takeover Panel, although its shares trade on the London Stock Exchange and it publishes RNS announcements through the London market. This jurisdictional point explains why the relevant disclosure form is Form 38.5(a) under Irish Takeover Rules rather than Form 8 under the UK Takeover Code.

What the RNS Said — Plain-English Summary

The Form 38.5(a) filed by J&E Davy Unlimited Company on 2 June 2026 follows a precise format mandated by the Irish Takeover Panel. The form is designated 'Ap34' in the Panel's format coding and is specifically the 'EPT/RI' variant — meaning it is a disclosure by an Exempt Principal Trader with Recognised Intermediary status dealing in a client-serving capacity.

The key information section confirms that the exempt principal trader is J&E Davy Unlimited Company, that the relevant offer relates to DCC Plc, and that J&E Davy is connected to DCC Plc — the offeree, not the offeror. This is a crucial distinction explained in more detail below. The dealings were undertaken on 1 June 2026.

The dealings section discloses two types of transaction: purchases and sales. On the purchase side, J&E Davy bought 4,568 DCC ordinary shares (denominated in EUR 0.25 each) at prices ranging from 5,955 GBX to 6,055 GBX. On the sale side, J&E Davy sold 2,750 DCC ordinary shares at prices ranging from 5,950 GBX to 6,020 GBX. No cash-settled derivative transactions, no stock-settled derivatives and no other dealings were disclosed.

The form confirms there are no indemnity or other dealing arrangements, and no options or derivative agreements relevant to these dealings. The contact for the filing is Simon Leacy, reachable at 016148705, confirming this is an Irish-based disclosure.

The Most Important Details

The trading activity disclosed by J&E Davy on 1 June 2026 shows two-way dealing in DCC ordinary shares: purchases of 4,568 shares and sales of 2,750 shares. The two-way nature of the dealing — buying and selling in the same day — is characteristic of a principal trader or market-maker acting in a client-serving capacity, rather than a party building or reducing a strategic position. J&E Davy is intermediating between buyers and sellers in the DCC share market, providing liquidity to clients on both sides.

The purchase price range was 5,955 GBX to 6,055 GBX per share, while the sale price range was 5,950 GBX to 6,020 GBX. These ranges overlap, reflecting the bid-offer spread typical of market-making activity. The prices on both sides are tightly clustered, indicating that the market for DCC shares was reasonably liquid and orderly on 1 June 2026, with no extreme intraday price swings implied by the disclosed ranges.

The ordinary shares of DCC plc are denominated in EUR 0.25 each, reflecting the company's Irish incorporation, though the share prices in this disclosure are expressed in GBX (pence sterling), consistent with the London Stock Exchange listing. This is a standard feature of an Irish-incorporated FTSE company that trades in sterling on the LSE.

The fact that J&E Davy is connected to DCC plc (the offeree) rather than to Energy Capital Partners or KKR (the offeror consortium) means that this disclosure reflects the activity of an intermediary associated with the target company's adviser network. Under Rule 38.5, both offeror-connected and offeree-connected exempt principal traders must file disclosures, ensuring comprehensive transparency about all professional intermediaries active in the relevant securities during the offer period.

J&E Davy is one of Ireland's most established stockbroking and financial services firms, with a significant presence in Irish equities and fixed income. As a firm with recognised intermediary status from the Irish Takeover Panel, it is permitted to continue dealing in the securities of a bid target in a client-serving capacity during an offer period — provided it makes the required daily disclosures under Rule 38.5.

Why Investors May Be Watching DCC

The existence of an offer period for DCC plc (LSE:DCC) is itself the primary reason investors are paying attention to the company's regulatory filings. The consortium of Energy Capital Partners, LLC and KKR is among the most significant private equity partnerships of recent years: both firms have substantial capital, global operational capabilities, and experience of acquiring large, infrastructure-adjacent businesses in the energy and industrial services sectors.

For existing DCC shareholders, the offer period is a period of elevated importance. The Rule 38.5 filings published each day provide a transparent record of how DCC shares are being traded by parties with a nexus to the transaction. While J&E Davy's filing reflects routine market-making activity rather than a strategic stake-building exercise, the cumulative picture of all Rule 38.5 and other Takeover Rules disclosures provides investors with a real-time transparency window into market activity around the stock.

DCC's status as a diversified holding company — with energy distribution as its largest and arguably most strategically interesting division given the energy transition context — makes it a natural acquisition target for investors seeking exposure to critical infrastructure, logistics and distribution at scale. Energy Capital Partners, with its specific focus on the energy sector, may see particular strategic logic in the Energy division's scale and European distribution network.

For FTSE 100 investors, any completed transaction would result in DCC plc's removal from the index, which would trigger index-tracking funds to sell their holdings. This mechanical effect, independent of the fundamental value of any offer, can influence trading patterns during an offer period and is one reason why the dealing disclosures by connected intermediaries such as J&E Davy attract attention from institutional market participants.

UK stock market news around DCC during this period is therefore characterised by a combination of fundamental value analysis and process-focused tracking of the offer's progress. The Form 38.5(a) disclosures are a key source of daily information for analysts and investors monitoring the situation.

Market Context

The private equity acquisition of large, London-listed companies has been a recurring theme in UK stock market activity over the past several years. A number of FTSE 250 and FTSE 100 companies have been taken private by financial sponsors, attracted by what bidders have characterised as relatively depressed valuations compared to US or European peers, or by the operational and strategic opportunity to restructure businesses away from public market scrutiny.

DCC plc has been the subject of strategic and corporate governance discussions in the market for some time, given the somewhat unusual nature of its diversified conglomerate structure in an era when stock market investors have generally preferred focused businesses. The combination of an energy distribution network, healthcare supply chain services and technology distribution within a single listed entity has historically been viewed through a conglomerate discount lens by some equity analysts.

The involvement of KKR — one of the world's largest and most active private equity firms — and Energy Capital Partners, which specialises in energy-related infrastructure and services investments, suggests that any prospective acquirer sees value in DCC's asset base that is not currently being reflected in the public market capitalisation. However, it would be speculative to comment on offer terms, synergies or the strategic rationale in the absence of formal offer documentation.

The two-way dealing by J&E Davy in DCC shares at prices between approximately 5,950 GBX and 6,055 GBX on 1 June 2026 provides a contemporaneous data point for the market price of DCC shares in the context of the offer period, though investors should note that the full offer process and its terms remain to be formally disclosed.

Industry Context

DCC plc's core Energy division operates in the liquid fuel and LPG distribution market, a sector that is undergoing significant structural change as governments and businesses across Europe and North America accelerate energy transition strategies. The shift from fossil fuel distribution towards renewables, biofuels and low-carbon energy products creates both challenge and opportunity for established distribution networks like DCC Energy.

The Irish Takeover Panel, which regulates offers for Irish-incorporated companies, operates a disclosure regime under the Irish Takeover Panel Act, 1997, and the Takeover Rules, 2022 that is substantially similar in purpose to the UK Takeover Code regime administered by the UK Panel on Takeovers and Mergers. The Irish rules also require exempt principal traders — firms registered with the Panel that deal in a market-making capacity — to file daily disclosures during an offer period.

Recognised intermediary status, which J&E Davy holds, allows a firm to continue dealing in the relevant securities during an offer period in a client-serving capacity. Without this status, a firm connected to one of the parties to an offer would be prohibited from dealing in the relevant securities, as such dealing could otherwise constitute a breach of the deal-related restrictions imposed by the Takeover Rules. The requirement to disclose every trade on a daily basis is the quid pro quo for being permitted to continue these activities.

J&E Davy Unlimited Company is one of Ireland's leading financial services providers, operating as a stockbroker, wealth manager and capital markets adviser. The firm has a significant presence in the Irish equities market and provides dealing, research and advisory services to a broad institutional and retail client base. Its connection to DCC plc in this context is as a registered market intermediary, not as a strategic shareholder or adviser on the bid itself.

Potential Opportunities

The following observations are relevant context for investors in DCC plc (LSE:DCC) during the current offer period. They are not investment recommendations.

The energy transition presents a long-term strategic opportunity for DCC's distribution network. If the business were to be taken private by a consortium with deep energy sector expertise, it could accelerate investment in the transition towards renewable and low-carbon distribution without the shorter-term reporting pressures of a public market listing. This is a common rationale in private equity acquisitions of energy-adjacent infrastructure businesses.

For shareholders who hold DCC as part of a FTSE 100 tracker or diversified UK equity portfolio, the offer period serves as a natural point at which to reassess the portfolio implications of a potential transaction. Any formal offer would typically require a decision on whether to tender shares or hold for a higher bid.

The daily Form 38.5 disclosures — including this filing from J&E Davy — provide investors with a transparent and real-time view of market activity during the offer period. Monitoring these disclosures can help investors track trading patterns and assess the liquidity and pricing of DCC shares.

Key Risks and Uncertainties

Investors in DCC plc (LSE:DCC) should be aware of a number of risks and uncertainties during the current offer period.

Offer uncertainty. No formal offer terms have been set out in the Rule 38.5(a) filing. An offer period can commence and then lapse without a formal offer being made. There is no certainty that Energy Capital Partners and KKR will make a formal offer, or that any such offer will succeed.

Regulatory and competition risk. An acquisition of a company of DCC's scale — operating across energy distribution and other regulated sectors — would typically require clearances from competition authorities in Ireland, the UK and potentially other jurisdictions where DCC operates. The outcome of such clearances is not guaranteed.

Price risk. Share prices of companies in offer periods can be volatile and may trade at a premium to pre-announcement levels reflecting the possibility of a bid. If an offer does not materialise, shares may retrace to levels more reflective of the standalone business.

Business continuity risk. During a prolonged offer period, management attention and corporate decision-making can be affected by the uncertainty of the outcome. For a group as operationally complex as DCC, with businesses in energy, healthcare and technology distribution, maintaining operational focus during a bid process is a material management task.

Index removal risk. If DCC is acquired and delisted from the FTSE 100, investors in index-tracking funds with FTSE 100 exposure will lose their passive exposure to DCC shares, and active managers will need to decide how to replace the income and return characteristics the stock provided.

What Could Move the Share Price Next

The following are potential catalysts for DCC plc (LSE:DCC) share price activity. None of this constitutes a prediction of price direction.

A formal offer announcement by Energy Capital Partners and KKR would be the most significant potential catalyst. This would set out the offer terms, triggering a valuation response from the market and starting the formal Takeover Rules timetable.

An Irish Takeover Panel-imposed 'put up or shut up' deadline — if requested by DCC's board — would force the offeror consortium either to make a firm offer by a specified date or to withdraw from the offer period. The imposition or resolution of such a deadline could move the share price significantly.

DCC's own trading updates or financial results, published during the offer period, would provide information about the group's standalone financial performance and trajectory — relevant context for shareholders assessing the value of any offer.

Further Form 38.5 filings from J&E Davy and other connected exempt principal traders, including the Morgan Stanley entities that have also filed, will continue to provide a daily picture of professional intermediary activity in DCC shares. Changes in the scale or direction of that activity could signal shifts in market sentiment.

Broader market movements in the UK equity market, interest rate expectations and private equity market conditions could also affect the attractiveness of any proposed transaction and the likelihood of deal completion.

Long-Term Outlook

DCC plc (LSE:DCC) has built one of the most distinctive business models among FTSE 100 companies: a disciplined acquirer and operator of distribution and services businesses across energy, healthcare and technology. The group's long track record of earnings growth and strong cash generation has underpinned a loyal shareholder base over many years.

The Energy division, which distributes liquid fuel and LPG across Ireland, the UK and continental Europe and increasingly also in North America, stands at a strategic inflection point as the energy transition accelerates. The question of whether the business is better positioned to navigate this transition as a public company or as a private entity backed by specialist energy investors is one that the board and shareholders will need to assess carefully in the context of any formal offer.

The Healthcare and Technology divisions bring diversification but also raise questions about focus and portfolio coherence that have been a subject of investor commentary in recent years. Any new owner would need to formulate a clear strategic plan for all three divisions, either as an integrated group or through subsequent portfolio management.

For investors tracking UK stock market news and FTSE 100 company announcements, DCC plc's offer period is one of the more significant corporate events of the current period. The outcome — whether a transaction is agreed, rejected, or falls away — will determine DCC's path as an independent business or a private entity, with significant implications for the company's shareholders, employees, customers and the communities in which it operates.

Conclusion

The Form 38.5(a) filed by J&E Davy Unlimited Company on 2 June 2026 is a mandatory Irish Takeover Panel dealing disclosure covering activity in DCC plc (LSE:DCC) ordinary shares on 1 June 2026. J&E Davy — as an exempt principal trader with recognised intermediary status connected to the offeree (DCC plc) — is required to disclose all dealings it undertakes in a client-serving capacity during the DCC offer period.

The dealings disclosed are two-way in nature: purchases of 4,568 DCC ordinary shares at prices between 5,955 GBX and 6,055 GBX, and sales of 2,750 shares at prices between 5,950 GBX and 6,020 GBX. This pattern is consistent with market-making or intermediation activity rather than any directional stake-building. No derivatives or other instruments were involved.

This filing is one component of the broad transparency framework maintained by the Irish Takeover Panel during offer periods. Investors in DCC plc shares should read the full RNS, monitor subsequent filings from all parties to the offer, and consult qualified financial advisers before making any investment decisions during what remains an active and uncertain corporate situation.