Key Highlights

• DCC plc (LSE:DCC) is in an active offer period; the bidding consortium is Energy Capital Partners, LLC and KKR.

• Morgan Stanley & Co. International plc has filed an Irish Takeover Panel Rule 38.5(a) dealing disclosure as a connected exempt principal trader with recognised intermediary status.

• Morgan Stanley & Co. International is connected to the offeror consortium (Energy Capital Partners, LLC and KKR), dealing in DCC shares in a client-serving capacity on 1 June 2026.

• Disclosed equity dealings: purchases of 79,287 DCC shares at an average of 60.4000 GBP and 3,268 shares at 80.5445 USD; sales of 80,894 shares at an average of 60.5000 GBP.

• Morgan Stanley also disclosed numerous CFD transactions in DCC ordinary shares on 1 June 2026, with prices ranging predominantly from 59.4881 GBP to 60.5000 GBP.

Company and RNS Summary

Introduction — Why This RNS Matters

DCC plc (LSE:DCC), the Dublin-headquartered FTSE 100 energy distribution and services group, is the subject of a formal offer period under the Irish Takeover Panel Act, 1997, Takeover Rules, 2022. The consortium seeking to acquire DCC comprises Energy Capital Partners, LLC — a specialist energy-sector private equity firm — and Kohlberg Kravis Roberts & Co. L.P., the global investment firm better known as KKR.

On 2 June 2026, an RNS was published containing a Rule 38.5(a) Form 38.5(a) (EPT/RI) dealing disclosure filed by Morgan Stanley & Co. International plc. This is the second of three Rule 38.5(a) filings relating to DCC published on the same date; the others are from J&E Davy Unlimited Company (connected to the offeree, DCC plc) and Morgan Stanley Europe SE (a separate legal entity within the Morgan Stanley group). Each filing is required to stand alone and each discloses the specific dealings of the named entity.

The Morgan Stanley & Co. International plc filing is distinctive from the other two in two important respects: first, it is connected to the offeror consortium rather than to the offeree; and second, it involves not only equity transactions but also a significant volume of contract for difference (CFD) transactions in DCC ordinary shares. This article explains the filing in full, distinguishes it from the other disclosures filed on the same date, and explains what investors in DCC shares should understand about this type of complex dealing disclosure.

Company Background: DCC plc (LSE:DCC)

DCC plc is a diversified international sales, marketing and support services company incorporated in Ireland and listed on the London Stock Exchange under the ticker DCC. The company is a constituent of the FTSE 100, making it one of the most significant Irish companies on the London market. It operates three principal divisions: DCC Energy (liquid fuel, LPG and increasingly renewable energy distribution across Ireland, the UK, Europe and North America), DCC Healthcare (outsourced pharmaceutical and health-and-beauty supply chain services) and DCC Technology, which trades as Exertis and is a specialist technology products distributor.

DCC has built its long-term track record through disciplined bolt-on acquisitions and operational improvement across its divisions, compounding earnings and cash flows over an extended period. Its Energy division — the largest contributor to group profits — operates one of the most extensive liquid fuel and LPG distribution networks in Europe, serving commercial, agricultural and domestic customers across multiple countries.

The offer by Energy Capital Partners and KKR reflects the strategic interest that specialist private equity investors have in DCC's asset base, particularly its energy distribution infrastructure. Energy Capital Partners is a private equity firm specifically focused on the energy sector, with a track record of investing in energy generation, infrastructure and services businesses. KKR is one of the world's largest and most diversified alternative asset managers, with extensive experience in large-cap buyouts across multiple sectors and geographies.

Because DCC is incorporated in Ireland, the offer falls under the jurisdiction of the Irish Takeover Panel rather than the UK Panel on Takeovers and Mergers. The Irish Takeover Rules, 2022 apply in full, including the Rule 38.5 requirements for dealing disclosures by connected exempt principal traders during the offer period.

What the RNS Said — Plain-English Summary

The Form 38.5(a) (EPT/RI) filed by Morgan Stanley & Co. International plc covers dealings undertaken on 1 June 2026 in DCC ordinary shares. The form is structured in three sections: key information, dealings, and other information.

The key information section identifies Morgan Stanley & Co. International plc as the exempt principal trader, DCC Plc as the relevant offer company, and — critically — Energy Capital Partners, LLC and Kohlberg Kravis Roberts & Co. L.P. as the party to the offer with which Morgan Stanley & Co. International is connected. This identifies Morgan Stanley & Co. International as an intermediary connected to the offeror consortium, not to DCC plc itself.

The dealings section is the most information-rich part of this particular filing. On the equity side, the disclosure shows purchases of 79,287 DCC ordinary shares at an average price of 60.4000 GBP with a low of 59.4952 GBP, and a further 3,268 shares at an average of 80.5445 USD with a low of 80.0218 USD. Sales are also disclosed: 80,894 shares sold at an average of 60.5000 GBP with a low of 59.4881 GBP. The total equity purchases (79,287 + 3,268 = 82,555 shares) are slightly above the total equity sales (80,894 shares), with the difference representing a small net purchase on the day.

In addition to the equity dealings, Morgan Stanley & Co. International disclosed numerous CFD (contract for difference) transactions in DCC ordinary shares on 1 June 2026. These included both increases and reductions in long and short CFD positions, with prices ranging predominantly around 59.4881 GBP to 60.5000 GBP, and a small number of transactions in the 80.0218–80.0219 USD range. The full line-by-line CFD breakdown is contained in the original filing; the RNS text provides a summary.

The filing confirms there are no indemnity arrangements, no options or derivative agreements beyond those already disclosed, and no other relevant dealings. The contact for the disclosure is Claire Gordon at +44 141 245-8893.

The Most Important Details

The most distinctive feature of the Morgan Stanley & Co. International plc filing relative to the other Rule 38.5 disclosures filed on 2 June 2026 for DCC is the presence of CFD activity alongside substantial equity dealing. CFDs are derivative instruments that allow a party to gain economic exposure to the price movement of a share without physically owning the shares. They are commonly used by institutional traders and prime brokers as part of client-serving activities, including equity financing, equity swaps and structured equity products.

The presence of CFD transactions confirms that Morgan Stanley & Co. International is providing a range of equity-linked services to its clients — services that create economic exposure to DCC shares on both long and short sides. During an offer period, any such activity by a party connected to the offeror must be disclosed under Rule 38.5, because CFD positions can affect the economic interests of parties to a transaction just as direct share holdings do.

The equity transaction volumes are also noteworthy in scale. Purchases of 82,555 shares and sales of 80,894 shares in a single day, at prices predominantly in the GBP 59.49 to GBP 60.50 range, represent a substantial amount of DCC share turnover being intermediated through Morgan Stanley & Co. International's principal trading desk. The small USD-priced transactions (3,268 shares at prices around USD 80.02–80.54) likely reflect ADR-equivalent or cross-border client activity, given that DCC's primary listing is in sterling but the company has international investor exposure.

The price ranges across both GBP-denominated and USD-denominated transactions are consistent with each other after currency conversion, confirming that the two groups of transactions relate to the same underlying DCC ordinary shares trading on the same day. The slight difference in average purchase and sale prices — averages of GBP 60.4000 for purchases versus GBP 60.5000 for sales — reflects the normal bid-offer spread dynamics of a market-making operation.

The connection to the offeror consortium (Energy Capital Partners and KKR) means that any activity disclosed in this form is subject to close monitoring by the Irish Takeover Panel. The Panel requires this transparency specifically to ensure that offeror-connected parties cannot use intermediaries to accumulate positions in the target's shares without public disclosure.

Why Investors May Be Watching DCC

DCC plc (LSE:DCC) shareholders are watching all Rule 38.5 filings published during the offer period because, taken together, they provide a daily picture of professional market activity in DCC shares. The Morgan Stanley & Co. International plc filing is particularly significant because it is connected to the offeror side — meaning it reflects intermediary activity within the orbit of the bidding consortium.

The volume of both equity and CFD activity disclosed by Morgan Stanley & Co. International is substantially larger than the comparable disclosures from the other filers on the same date. This is consistent with Morgan Stanley's role as a major global investment bank with a large principal trading and prime brokerage operation. The scale of the dealing activity does not in itself indicate any specific strategic intent by the offeror, but it does illustrate the level of intermediary activity that exists around a major FTSE 100 company during an active offer period.

For investors in UK shares and those tracking FTSE 100 company announcements, the key watch items remain the same as for any DCC offer period development: the publication of a formal offer and its terms, any recommendation from the DCC board, and the outcome of the regulatory and shareholder processes that would follow. The Rule 38.5 filings are the daily transparency mechanism through which the market can observe what is happening in the shares in real time.

The involvement of two distinct Morgan Stanley legal entities — Morgan Stanley & Co. International plc (this filing) and Morgan Stanley Europe SE (a separate filing published on the same date) — reflects the global organisational structure of large investment banks. Different legal entities within the same group may conduct dealing activities in different jurisdictions or for different client books, each of which generates its own disclosure obligation under Rule 38.5.

Investors in DCC plc should note that the existence of CFD activity by a party connected to the offeror does not imply any specific outcome for the bid. CFDs are standard institutional instruments used across a wide range of client-serving scenarios, and their presence in a Rule 38.5 disclosure is a transparency data point rather than a signal of strategic intent.

Market Context

The volume and complexity of dealing activity disclosed by Morgan Stanley & Co. International in DCC shares on 1 June 2026 reflects the level of institutional market activity that surrounds large-cap takeover situations in the UK and Irish markets. When a FTSE 100 company enters an offer period, it typically sees an increase in trading volumes as event-driven hedge funds, index rebalancers, arbitrageurs and fundamental investors all become active in the shares simultaneously.

Morgan Stanley is one of the world's largest investment banks, with a premier prime brokerage and equities business. Its London-based entity, Morgan Stanley & Co. International plc, is a principal dealing and market-making operation active across European equities markets. The range of activities it discloses in this filing — equity purchases and sales across both GBP and USD, plus CFD transactions across long and short sides — is illustrative of the breadth of client-serving activities a major investment bank provides.

The Irish Takeover Panel's requirement for connected exempt principal traders to disclose all such activities daily means that investors have an unusually transparent window into this intermediary activity during the offer period. This transparency regime is a distinctive feature of the Irish and UK takeover regulatory frameworks compared to some other jurisdictions.

The fact that DCC shares were trading in the GBP 59–61 range across multiple transaction types on 1 June 2026 provides market participants with contemporaneous pricing information. However, the offer price, if any formal offer is made, would be separately announced in the formal offer documentation.

Industry Context

The Irish Takeover Panel's Rule 38.5 framework distinguishes between two types of connected party in an offer: those connected to the offeror and those connected to the offeree. Morgan Stanley & Co. International plc is connected to Energy Capital Partners and KKR — the offeror consortium — which means it is subject to the specific disclosure requirements that apply to parties on the bid side of a transaction.

In practice, large investment banks are often connected to offerors in major M&A transactions through their advisory, financing or capital markets roles. During an offer period, those banks' separate trading arms continue to operate as market-makers and principal traders, buying and selling the relevant securities in a client-serving capacity. The Rule 38.5 regime requires these activities to be disclosed daily, creating a clear separation between the advisory function (which is subject to separate confidentiality and conflict-management requirements) and the trading function (which must be publicly disclosed).

CFDs, as disclosed in this filing, are widely used instruments in the institutional equity market. They allow clients to gain leveraged exposure to share price movements without the capital requirement of owning the shares outright, and they are commonly used in equity finance transactions, structured products and risk management strategies. The requirement to disclose CFD activity under Rule 38.5 ensures that synthetic economic exposure to the offeree's shares — not just physical holdings — is visible to the market.

KKR and Energy Capital Partners together represent a formidable private equity consortium. KKR manages over USD 500bn in assets globally and has completed numerous large-cap public-to-private transactions across Europe and the US. Energy Capital Partners has a specific focus on the energy transition, having invested in businesses across power generation, energy infrastructure and energy services. DCC's energy distribution network, viewed through the lens of energy transition opportunity, would represent a natural target for this type of specialist capital.

Potential Opportunities

The following observations are contextual and do not constitute investment advice for investors in DCC plc (LSE:DCC).

The high volume of equity dealing intermediated by Morgan Stanley & Co. International in DCC shares — tens of thousands of shares transacted in both directions on 1 June 2026 — suggests that DCC shares remain liquid and well-traded despite the offer period context. Liquidity is generally a positive characteristic for investors who may need to trade in the shares during the offer period.

For DCC shareholders evaluating any prospective formal offer, the pricing context provided by the Rule 38.5 disclosures — with DCC shares transacting in the GBP 59–61 range on 1 June 2026 — provides a data point for the current market price of the shares during the offer period. Any formal offer price would need to be assessed against the standalone fundamental value of the business as well as against the market price.

The private equity backing of the bidding consortium — with both KKR's financial engineering expertise and Energy Capital Partners' sector-specific knowledge — could potentially create value through accelerated energy transition investment in DCC's distribution network, optimised capital structure, or strategic portfolio management of the three divisions. These are the types of value creation theses that private equity acquirers typically present, though the specifics would be set out in any formal offer documentation.

Key Risks and Uncertainties

Investors in DCC plc (LSE:DCC) should be aware of the following risks and uncertainties.

No formal offer terms disclosed. The Rule 38.5(a) filing does not contain any information about the price or terms of any prospective formal offer. Investors should not infer offer terms from the prices at which Morgan Stanley & Co. International transacted in DCC shares on 1 June 2026.

CFD exposure complexity. The presence of CFD activity by a party connected to the offeror introduces complexity in assessing the full economic interest of the offeror-connected parties in DCC shares. CFD positions may increase or decrease on a daily basis and the total net exposure is not always readily calculable from a single day's disclosure.

Regulatory risk. Any acquisition of DCC plc would require regulatory clearances from competition authorities in multiple jurisdictions, as well as any sector-specific regulatory approvals relevant to the energy distribution and healthcare businesses. The outcome of these processes cannot be predicted.

Execution risk. Large private equity buyouts of publicly listed companies are complex transactions with numerous execution risks, including financing conditions, due diligence discoveries and management retention. Any of these could affect the terms or completion of a transaction.

Dual-entity Morgan Stanley activity. The fact that two separate Morgan Stanley entities — Morgan Stanley & Co. International plc and Morgan Stanley Europe SE — are filing separate Rule 38.5 disclosures for DCC reflects the bank's operational structure. Investors tracking the total Morgan Stanley-connected activity need to aggregate both filings to get the full picture of combined Morgan Stanley group dealing in DCC shares on 1 June 2026.

What Could Move the Share Price Next

The following are potential catalysts for DCC plc (LSE:DCC) share price movement in the near term. This is not a prediction of price direction.

A formal offer announcement from Energy Capital Partners and KKR would be the single most market-moving event for DCC shares. This would set out the offer price, conditions, and timetable, triggering immediate market re-pricing and starting the formal Irish Takeover Rules process for shareholder consideration.

An Irish Takeover Panel-imposed 'put up or shut up' deadline — if DCC's board requests one — would force the offeror consortium either to commit to a formal offer by a specified date or to stand down from the offer for a defined period. Both outcomes would be significant price catalysts.

Any change in the volume or direction of Morgan Stanley & Co. International's daily Rule 38.5 filings — for example, a shift to materially larger purchases, or a halt to disclosures — could be read by market participants as a signal of changing dynamics in the offer process.

DCC's own operational performance news — including any trading updates or results announcements published during the offer period — would provide investors with updated information about the group's standalone financial trajectory, relevant to assessing any prospective offer price.

Broader capital market conditions, including private equity financing markets and UK equity valuations, will also influence the likelihood of deal completion and the terms at which any transaction might be negotiated.

Long-Term Outlook

DCC plc (LSE:DCC) is at a strategic crossroads. Whether the offer period results in a completed transaction or not, the group faces significant strategic decisions about how to position its three divisions — Energy, Healthcare and Technology — for the next phase of growth in a world increasingly characterised by energy transition, digital supply chains and evolving healthcare procurement dynamics.

If the Energy Capital Partners and KKR consortium successfully acquires DCC, the most likely strategic focus would be on the Energy division, given Energy Capital Partners' sector expertise. A private equity owner would typically seek to accelerate investment, drive operational improvement and position the business for a future realisation — either through an IPO, a strategic sale, or further consolidation in the energy distribution sector.

If no transaction results, DCC will continue as an independently listed FTSE 100 company, returning to the strategic agenda that its management team has been pursuing: growing the Energy division organically and through acquisition, expanding the Healthcare business in Europe, and driving margin improvement in the Exertis Technology distribution business.

For investors in UK shares and FTSE 100 indices, DCC's outcome will determine whether one of the more distinctive multi-division industrials on the London Stock Exchange remains in the public market or transitions to private ownership. The daily Rule 38.5 disclosures — including this filing from Morgan Stanley & Co. International plc — provide a transparent and real-time information feed throughout the offer period.

Conclusion

The Rule 38.5(a) Form 38.5(a) (EPT/RI) filed by Morgan Stanley & Co. International plc 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. Morgan Stanley & Co. International, as a connected exempt principal trader with recognised intermediary status linked to the offeror consortium of Energy Capital Partners and KKR, is required to disclose all dealings in DCC securities on a daily basis during the offer period.

The filing discloses equity purchases of 79,287 shares at an average of GBP 60.4000 and 3,268 shares at approximately USD 80.54, equity sales of 80,894 shares at an average of GBP 60.5000, and a range of CFD transactions in DCC ordinary shares with prices predominantly between GBP 59.49 and GBP 60.50. This is the most complex and highest-volume dealing disclosure among the Rule 38.5 filings published for DCC on 2 June 2026.

Investors are strongly encouraged to read the full RNS text and to track all Rule 38.5 filings published during the DCC offer period, including the separate disclosures from J&E Davy Unlimited Company and Morgan Stanley Europe SE filed on the same date. No investment decisions should be taken on the basis of this filing alone; investors should monitor formal offer documentation if and when published, and seek independent financial advice.