DCC Regulatory News (DCC)

19 May 2015

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

DCC plc

Results of Placing

DCC plc ("DCC" or the "Company"), the international sales, marketing, distribution and business support services group, is pleased to announce the successful completion of the placing announced earlier today (the "Placing").

A total of 4,200,000 new ordinary shares in the Company (the "Placing Shares") have been placed by J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), J&E Davy ("Davy") and Jefferies International Limited ("Jefferies") at a price of 4,700 pence per Placing Share, raising proceeds of £197.4 million (before expenses). The Placing Shares represent approximately 5% of DCC's issued ordinary share capital, excluding Treasury Shares, prior to the Placing.

Applications have been made for the Placing Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market of the London Stock Exchange plc (together "Admission"). It is expected that Admission will take place at 8.00 a.m. on 21 May 2015 at which time dealings in the Placing Shares will commence. The Placing is conditional, inter alia, upon Admission becoming effective not later than 8.00 a.m. on 21 May 2015 (or such later date as the Company, J.P. Morgan Cazenove and Davy may otherwise agree) and upon the Placing Agreement becoming unconditional and not being terminated in accordance with its terms.

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue, including the proposed final dividend of 55.81 pence per share for the year to 31 March 2015 as set out in the announcement of the Company's Results, which was published earlier today.

Enquiries

IMPORTANT NOTICE

This Announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or within the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or South Africa, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This Announcement does not constitute or form part of any offer or any solicitation to purchase or subscribe for securities in the United States.

The securities referred to herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act. There will be no public offer of securities in the United States.

The Placing Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold, directly or indirectly, in Australia, Canada, Japan or South Africa. There will be no public offering of the Placing Shares in Australia, Canada, Japan or South Africa or elsewhere.

This Announcement has been issued by, and is the sole responsibility, of the Company. This Announcement is not an offer to sell nor a solicitation to buy any securities in any jurisdiction nor is it a prospectus for the purposes of Directive 2003/71/EC as amended (including amendments by Directive 2010/73/EU, to the extent implemented in the relevant member state) (the "Prospectus Directive"). No prospectus has been or will be prepared or made available in connection with the matters contained in this Announcement and no such prospectus is required under the Prospectus Directive to be published in connection with the Placing. Investors should not subscribe for or purchase any securities referred to in this Announcement except on the basis of information about the Company that is publicly available.

Each of J.P. Morgan Cazenove, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority, Davy, which is regulated in Ireland by the Central Bank of Ireland, and Jefferies, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no-one else in connection with the Placing and will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing the contents of this Announcement or any transaction, arrangement or other matter referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove, Davy and Jefferies by the Financial Services and Markets Act 2000, as amended. or the regulatory regime established thereunder, none of J.P. Morgan Cazenove, Davy or Jefferies accepts any responsibility whatsoever, and makes no representation or warranty, express or implied, in relation to the contents of this Announcement, including its accuracy, completeness or for any other statement made or purported to be made by it or on behalf of it, the Company, its directors or any other person, in connection with the Company, the Placing or the Placing Shares, and nothing in this Announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Each of J.P. Morgan Cazenove, Davy and Jefferies accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this Announcement or any such statement.

Any indication in this Announcement of the price at which the ordinary shares in the Company have been subscribed for, or bought or sold, cannot be relied upon as a guide to future performance. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. The Placing Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Placing Shares.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.