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Morgan Stanley & Co. International plc submitted a Form 38.5(a) dealing disclosure to the Irish Takeover Panel, detailing a sequence of transactions involving DCC Plc (ticker: -DCC) ordinary shares and contracts for difference (CFDs) executed on 2 July 2026, with the disclosure released on 3 July 2026. This filing pertains to an ongoing takeover offer involving Energy Capital Partners, LLC and Kohlberg Kravis Roberts & Co. L.P as connected offeror parties. Acting as a connected exempt principal trader with Recognised Intermediary Status, Morgan Stanley traded DCC Plc's 0.25p ordinary shares on behalf of clients, engaging in both the physical equity market and cash-settled derivatives market. For market participants following the DCC Plc takeover, the disclosure offers a detailed view of institutional trading activity concentrated around the 62 pence per share price point.<\/p> <\/div>
Key Points<\/h3>
- Company: DCC Plc (ticker: -DCC), subject to an offer involving Energy Capital Partners, LLC and Kohlberg Kravis Roberts & Co. L.P<\/li>
- Morgan Stanley & Co. International plc filed a Form 38.5(a) dealing disclosure under Rule 38.5(a) of the Irish Takeover Panel Act, 1997, Takeover Rules, 2022<\/li>
- Transactions executed on 2 July 2026; disclosure published on 3 July 2026<\/li>
- Acquisitions of 145,897 DCC ordinary shares at prices between 61.65p and 62.1044p; disposals of 89,121 shares at prices between 61.60p and 62.0355p<\/li>
- Significant CFD activity involving both long and short positions in DCC 0.25p ordinary shares, with prices ranging approximately from 61.70p to 62.1044p<\/li>
- No indemnity arrangements, options, or derivative agreements related to voting rights were reported<\/li>
- Investors should anticipate further Rule 38 disclosures as the offer progresses<\/li>
<\/ul>
<\/div>
Context of the DCC Plc Offer and Morgan Stanley's Connected Exempt Principal Trader Role<\/h2>
DCC Plc, an Irish-based sales, marketing, and support services company, is currently subject to a formal offer process governed by the Irish Takeover Panel. The Form 38.5(a) filing identifies Energy Capital Partners, LLC and Kohlberg Kravis Roberts & Co. L.P (KKR) as the connected offeror parties. Morgan Stanley & Co. International plc is designated as a connected exempt principal trader, indicating a recognised relationship with one or more offer parties and thus subject to enhanced disclosure requirements under Irish takeover regulations.<\/p>
According to Rule 38.5(a) of the Irish Takeover Panel Act, 1997, Takeover Rules, 2022, connected exempt principal traders must disclose their dealings daily during an offer period. This rule aims to maintain market transparency and uphold the integrity of the offer process. Consequently, Morgan Stanley's filing represents a mandatory regulatory disclosure rather than a voluntary announcement, and should be interpreted accordingly.<\/p>
Morgan Stanley's Share Purchases and Sales in DCC Plc on 2 July 2026<\/h2>
The disclosure details that Morgan Stanley acquired 145,897 DCC Plc ordinary shares of 0.25p each on 2 July 2026, paying between 61.65p and 62.1044p per share. On the same day, it sold 89,121 shares, receiving prices between 61.60p and 62.0355p per share. These transactions were conducted in a client-serving capacity, indicating Morgan Stanley acted on behalf of clients rather than for its proprietary account.<\/p>
The net effect of these physical equity transactions was a net purchase of 56,776 shares on that day. The narrow price range of approximately 50 basis points across all trades aligns with a liquid market during an offer period, where prices typically cluster near the anticipated offer price. Public information does not clarify the immediate impact on the share price beyond the disclosed intraday trading range.<\/p>
Comprehensive CFD Trading Highlights Complex Derivative Activity Around Offer Price<\/h2>
The most detailed portion of the Form 38.5(a) filing concerns cash-settled derivative transactions, specifically CFDs linked to DCC Plc's 0.25p ordinary shares. The disclosure records numerous individual CFD trades, encompassing increases and decreases in both long and short positions, with lot sizes ranging from as few as three reference securities to a single transaction involving 35,000 reference securities. CFD prices remained within a tight band of roughly 61.70p to 62.1044p per share.<\/p>
These CFD trades include increasing and reducing short positions as well as increasing and reducing long positions, reflecting Morgan Stanley's client-serving, two-way trading activity in derivatives markets. Notably, one large CFD trade increased a short position by 35,000 reference securities at 61.9872p per share, while another increased a short position by 11,416 reference securities at 61.90p, matched by an equal reduction of a short position at the same price, consistent with offsetting client flows. The filing confirms no stock-settled derivatives, options, or other transactions occurred on that date.<\/p>
Price Range of DCC Plc Shares on 2 July 2026<\/h2>
Across all disclosed transactions—both physical shares and cash-settled CFDs—the price of DCC Plc's 0.25p ordinary shares ranged from 61.60p to 62.1044p on 2 July 2026. This narrow intraday range of about 50 basis points is typical for a company in an offer process, where trading is close to a known or expected offer price and near-term uncertainty is limited.<\/p>
It is important to note that these figures represent only Morgan Stanley's client-serving trading activity and do not reflect total market volume, order book depth, or broader trading on that day. Investors seeking a comprehensive view of market conditions should consult official exchange data.<\/p>
Regulatory Requirements for Form 38.5(a) Disclosures Under Irish Takeover Rules<\/h2>
The Irish Takeover Panel Act, 1997, as amended, and the Takeover Rules, 2022, impose strict disclosure obligations on parties trading securities of companies involved in an offer or potential offer. Rule 38 mandates that connected exempt principal traders, such as investment banks with recognised intermediary status, submit daily public disclosures of their dealings in relevant securities. These disclosures must be made to a Regulatory Information Service, as indicated at the end of the announcement.<\/p>
The regime ensures that the market, regulators, and offer participants remain fully informed of institutional trading during the sensitive takeover period, preventing front-running, market manipulation, or unfair position accumulation that could distort the offer outcome. Morgan Stanley's filing is a compliance measure and does not indicate any opinion on the merits or likely result of the DCC Plc offer by Energy Capital Partners and KKR.<\/p>
No Indemnity or Voting Rights Agreements Disclosed<\/h2>
Section 3 of the Form 38.5(a) filing addresses whether any indemnity arrangements, option agreements, or understandings exist between Morgan Stanley and any offer party that might influence dealing decisions. The announcement explicitly states "NONE". Similarly, no agreements relating to voting rights under any disclosed option or derivative were reported.<\/p>
These declarations are important from a regulatory perspective. The absence of indemnity or voting-rights agreements suggests Morgan Stanley is acting solely as a transactional intermediary in a client-serving role, without structural alignment with Energy Capital Partners or KKR's strategic interests in the DCC Plc offer.<\/p>
Energy Capital Partners and KKR's Roles in the DCC Plc Offer<\/h2>
The Form 38.5(a) identifies Energy Capital Partners, LLC and Kohlberg Kravis Roberts & Co. L.P as the connected offeror parties. Energy Capital Partners is a US-based private equity and infrastructure investor focusing on the energy sector, while KKR is a leading global alternative asset manager with extensive experience in large-cap buyouts across Europe and worldwide. Their joint involvement underscores the transaction's scale and complexity.<\/p>
DCC Plc operates in energy distribution, healthcare, and technology sectors across Europe and beyond. The participation of an energy-focused infrastructure investor alongside a diversified private equity firm suggests strategic interest in one or more DCC divisions. However, the announcement does not detail the offer's terms, structure, or current status. Investors should review prior offer disclosures and formal offer documents for further information.<\/p>
Implications of Morgan Stanley's Recognised Intermediary Status<\/h2>
Morgan Stanley & Co. International plc holds Recognised Intermediary Status under Irish Takeover Rules, allowing it to trade relevant securities during an offer period in a client-serving capacity without being deemed to act in concert with offerors or offerees solely due to those trades. This status is granted to major financial intermediaries that maintain appropriate information barriers and comply with conduct requirements set by the Irish Takeover Panel.<\/p>
This status enables Morgan Stanley to provide market-making, hedging, and client services in DCC Plc securities throughout the offer period, subject to Rule 38.5(a) disclosure obligations. The volume and diversity of transactions disclosed in this single day—including physical share trades and multiple CFD transactions in both directions—illustrate the significant intermediary activity possible during a major takeover process.<\/p>
Investor Considerations as the Offer Progresses<\/h2>
Investors holding or contemplating positions in DCC Plc should monitor ongoing Rule 38 disclosures from connected exempt principal traders like Morgan Stanley, which offer detailed insights into institutional trading patterns. Persistent net buying near the offer price can sometimes indicate increased confidence in deal completion, though individual disclosures may reflect hedging, arbitrage, or portfolio adjustments rather than directional conviction.<\/p>
Additionally, investors should watch for formal regulatory filings with the Irish Takeover Panel, including revised offer documents, Rule 2.5 announcements, or timetable extensions, which are disseminated via Regulatory Information Services. For queries about this filing, Claire Gordon can be contacted at +44 141 245-8893. Subsequent Form 38.5(a) disclosures, if trading continues, are expected promptly after market close on following business days.<\/p>
Summary of Morgan Stanley's Disclosed Transactions on 2 July 2026<\/h2>
In summary, Morgan Stanley's disclosed dealings in DCC Plc 0.25p ordinary shares on 2 July 2026 included purchases of 145,897 shares at prices between 61.65p and 62.1044p; sales of 89,121 shares at prices between 61.60p and 62.0355p; and numerous CFD transactions involving increases and decreases of long and short positions, with CFD prices ranging from 61.70p to 62.1044p. No stock-settled derivatives, options, or other dealings were reported, nor were any indemnity or voting-rights arrangements.<\/p>
The announcement was filed on 3 July 2026, the business day following the transactions, in compliance with the Irish Takeover Panel’s daily disclosure requirements. It was published via the Regulatory News Service (RNS) and is publicly accessible on Investegate. All data and details are drawn directly from the Form 38.5(a) filing; no additional financial commentary or guidance was included.<\/p>
Context of the DCC Plc Offer and Morgan Stanley's Connected Exempt Principal Trader Role<\/h2>
DCC Plc, an Irish-based sales, marketing, and support services company, is currently subject to a formal offer process governed by the Irish Takeover Panel. The Form 38.5(a) filing identifies Energy Capital Partners, LLC and Kohlberg Kravis Roberts & Co. L.P (KKR) as the connected offeror parties. Morgan Stanley & Co. International plc is designated as a connected exempt principal trader, indicating a recognised relationship with one or more offer parties and thus subject to enhanced disclosure requirements under Irish takeover regulations.<\/p>
According to Rule 38.5(a) of the Irish Takeover Panel Act, 1997, Takeover Rules, 2022, connected exempt principal traders must disclose their dealings daily during an offer period. This rule aims to maintain market transparency and uphold the integrity of the offer process. Consequently, Morgan Stanley's filing represents a mandatory regulatory disclosure rather than a voluntary announcement, and should be interpreted accordingly.<\/p>
Morgan Stanley's Share Purchases and Sales in DCC Plc on 2 July 2026<\/h2>
The disclosure details that Morgan Stanley acquired 145,897 DCC Plc ordinary shares of 0.25p each on 2 July 2026, paying between 61.65p and 62.1044p per share. On the same day, it sold 89,121 shares, receiving prices between 61.60p and 62.0355p per share. These transactions were conducted in a client-serving capacity, indicating Morgan Stanley acted on behalf of clients rather than for its proprietary account.<\/p>
The net effect of these physical equity transactions was a net purchase of 56,776 shares on that day. The narrow price range of approximately 50 basis points across all trades aligns with a liquid market during an offer period, where prices typically cluster near the anticipated offer price. Public information does not clarify the immediate impact on the share price beyond the disclosed intraday trading range.<\/p>
Comprehensive CFD Trading Highlights Complex Derivative Activity Around Offer Price<\/h2>
The most detailed portion of the Form 38.5(a) filing concerns cash-settled derivative transactions, specifically CFDs linked to DCC Plc's 0.25p ordinary shares. The disclosure records numerous individual CFD trades, encompassing increases and decreases in both long and short positions, with lot sizes ranging from as few as three reference securities to a single transaction involving 35,000 reference securities. CFD prices remained within a tight band of roughly 61.70p to 62.1044p per share.<\/p>
These CFD trades include increasing and reducing short positions as well as increasing and reducing long positions, reflecting Morgan Stanley's client-serving, two-way trading activity in derivatives markets. Notably, one large CFD trade increased a short position by 35,000 reference securities at 61.9872p per share, while another increased a short position by 11,416 reference securities at 61.90p, matched by an equal reduction of a short position at the same price, consistent with offsetting client flows. The filing confirms no stock-settled derivatives, options, or other transactions occurred on that date.<\/p>
Price Range of DCC Plc Shares on 2 July 2026<\/h2>
Across all disclosed transactions—both physical shares and cash-settled CFDs—the price of DCC Plc's 0.25p ordinary shares ranged from 61.60p to 62.1044p on 2 July 2026. This narrow intraday range of about 50 basis points is typical for a company in an offer process, where trading is close to a known or expected offer price and near-term uncertainty is limited.<\/p>
It is important to note that these figures represent only Morgan Stanley's client-serving trading activity and do not reflect total market volume, order book depth, or broader trading on that day. Investors seeking a comprehensive view of market conditions should consult official exchange data.<\/p>
Regulatory Requirements for Form 38.5(a) Disclosures Under Irish Takeover Rules<\/h2>
The Irish Takeover Panel Act, 1997, as amended, and the Takeover Rules, 2022, impose strict disclosure obligations on parties trading securities of companies involved in an offer or potential offer. Rule 38 mandates that connected exempt principal traders, such as investment banks with recognised intermediary status, submit daily public disclosures of their dealings in relevant securities. These disclosures must be made to a Regulatory Information Service, as indicated at the end of the announcement.<\/p>
The regime ensures that the market, regulators, and offer participants remain fully informed of institutional trading during the sensitive takeover period, preventing front-running, market manipulation, or unfair position accumulation that could distort the offer outcome. Morgan Stanley's filing is a compliance measure and does not indicate any opinion on the merits or likely result of the DCC Plc offer by Energy Capital Partners and KKR.<\/p>
No Indemnity or Voting Rights Agreements Disclosed<\/h2>
Section 3 of the Form 38.5(a) filing addresses whether any indemnity arrangements, option agreements, or understandings exist between Morgan Stanley and any offer party that might influence dealing decisions. The announcement explicitly states "NONE". Similarly, no agreements relating to voting rights under any disclosed option or derivative were reported.<\/p>
These declarations are important from a regulatory perspective. The absence of indemnity or voting-rights agreements suggests Morgan Stanley is acting solely as a transactional intermediary in a client-serving role, without structural alignment with Energy Capital Partners or KKR's strategic interests in the DCC Plc offer.<\/p>
Energy Capital Partners and KKR's Roles in the DCC Plc Offer<\/h2>
The Form 38.5(a) identifies Energy Capital Partners, LLC and Kohlberg Kravis Roberts & Co. L.P as the connected offeror parties. Energy Capital Partners is a US-based private equity and infrastructure investor focusing on the energy sector, while KKR is a leading global alternative asset manager with extensive experience in large-cap buyouts across Europe and worldwide. Their joint involvement underscores the transaction's scale and complexity.<\/p>
DCC Plc operates in energy distribution, healthcare, and technology sectors across Europe and beyond. The participation of an energy-focused infrastructure investor alongside a diversified private equity firm suggests strategic interest in one or more DCC divisions. However, the announcement does not detail the offer's terms, structure, or current status. Investors should review prior offer disclosures and formal offer documents for further information.<\/p>
Implications of Morgan Stanley's Recognised Intermediary Status<\/h2>
Morgan Stanley & Co. International plc holds Recognised Intermediary Status under Irish Takeover Rules, allowing it to trade relevant securities during an offer period in a client-serving capacity without being deemed to act in concert with offerors or offerees solely due to those trades. This status is granted to major financial intermediaries that maintain appropriate information barriers and comply with conduct requirements set by the Irish Takeover Panel.<\/p>
This status enables Morgan Stanley to provide market-making, hedging, and client services in DCC Plc securities throughout the offer period, subject to Rule 38.5(a) disclosure obligations. The volume and diversity of transactions disclosed in this single day—including physical share trades and multiple CFD transactions in both directions—illustrate the significant intermediary activity possible during a major takeover process.<\/p>
Investor Considerations as the Offer Progresses<\/h2>
Investors holding or contemplating positions in DCC Plc should monitor ongoing Rule 38 disclosures from connected exempt principal traders like Morgan Stanley, which offer detailed insights into institutional trading patterns. Persistent net buying near the offer price can sometimes indicate increased confidence in deal completion, though individual disclosures may reflect hedging, arbitrage, or portfolio adjustments rather than directional conviction.<\/p>
Additionally, investors should watch for formal regulatory filings with the Irish Takeover Panel, including revised offer documents, Rule 2.5 announcements, or timetable extensions, which are disseminated via Regulatory Information Services. For queries about this filing, Claire Gordon can be contacted at +44 141 245-8893. Subsequent Form 38.5(a) disclosures, if trading continues, are expected promptly after market close on following business days.<\/p>
Summary of Morgan Stanley's Disclosed Transactions on 2 July 2026<\/h2>
In summary, Morgan Stanley's disclosed dealings in DCC Plc 0.25p ordinary shares on 2 July 2026 included purchases of 145,897 shares at prices between 61.65p and 62.1044p; sales of 89,121 shares at prices between 61.60p and 62.0355p; and numerous CFD transactions involving increases and decreases of long and short positions, with CFD prices ranging from 61.70p to 62.1044p. No stock-settled derivatives, options, or other dealings were reported, nor were any indemnity or voting-rights arrangements.<\/p>
The announcement was filed on 3 July 2026, the business day following the transactions, in compliance with the Irish Takeover Panel’s daily disclosure requirements. It was published via the Regulatory News Service (RNS) and is publicly accessible on Investegate. All data and details are drawn directly from the Form 38.5(a) filing; no additional financial commentary or guidance was included.<\/p>
