TIDMDPEU
RNS Number : 0270Q
DP Eurasia N.V
25 October 2021
For Immediate Release 25 October 2021
Shareholder Update
DP Eurasia N.V.
(DP Eurasia or the Company, and together with its subsidiaries,
the Group)
On 30 September 2021, Jubilant Foodworks Netherlands B.V.
(Jubilant), a wholly owned subsidiary of Jubilant Foodworks
Limited, announced its intention to buy ordinary shares (Shares) in
the Company from a targeted subset of shareholders that would
result in Jubilant owning up to 49.99% in the Company via a reverse
bookbuild (RBB), which closes at 4.30pm (London) on 29 October
2021. A committee of the board of the Company was formed (the
Committee), comprising the Chairman of the Board of DP Eurasia,
Peter Williams, and the Senior Independent Non-Executive Director,
David Adams, to evaluate the fairness of the terms of the RBB for
all shareholders.
Whilst evaluation of the fairness of the RBB continues, the
Company, acting through the Committee, highlights two risks for
shareholders:
-- The RBB presents a risk, albeit low, but one over which the
Company has no control as to final outcome, that the Company could
be de-listed from the London Stock Exchange's Main Market without
offering an opportunity to all shareholders to exit through the
RBB. The risk of de-listing exists in any circumstance where a
controlling shareholder seeks to increase its shareholding if not
mindful of the free float. In other such circumstances it would be
typical for all shareholders to be offered an exit, albeit there
are currently no assurances from Jubilant that were such a
situation to occur, that they would provide such an opportunity.
Any such de-listing would not be immediate, and there is a course
of events that could transpire that might avoid a de-listing, or
could result in the Company transferring to an alternative market
which has lower free float requirements - but again, none of these
events are ones over which the Company has ultimate control or
certainty as to outcome.
-- Whilst Jubilant has stated its intention not to make any
public offer to all shareholders for the whole of the Company
following the six-month period following completion of the RBB, the
Company notes that this intention is not binding. Neither Jubilant
nor its parent has given any commitment to refrain from making
other purchases, on or off market, at any time, which provides a
pathway for Jubilant to increase its stake to that of a controlling
interest. The Company would like to make it clear to all of its
shareholders that any such further acquisition would offer no
protection for minority investors as would be afforded if the
Company were subject to the UK or Dutch Takeover regime - unless
Jubilant were to agree to this. There is no guarantee that any
further acquisitions would be addressed by way of an offer to all
holders. Any such continued stake-building by Jubilant, magnifies
the risk of de-listing.
As previously notified to the Company's shareholders in its
Annual Report for the years ended 31 December 2019 and 2020, the UK
takeover regime does not apply to the Company and, consequently,
the risk of de-listing, and the prejudice that could be caused to
those who do not tender, or who are scaled back pursuant to the
terms of the RBB, or to whom the RBB is not addressed, is
accentuated.
The Company (through the Committee) have attempted to seek
assurance, for the benefit of all shareholders, from Jubilant to
address these risks, but none has to date been forthcoming. In the
absence of any such reassurance, and given the consequences of any
such risks materialising, the Company (acting through the
Committee) is mindful that shareholders should in this context be
fully informed prior to exercising any right to tender, or indeed
any right to withdraw from the tender as may be available to them
under the terms of the RBB.
The Company (through the Committee) intends to provide a further
update which it expects to provide before the market opens (London)
on 28 October 2021.
In the meantime the Company (through the Committee) continues to
seek both to engage constructively with Jubilant and to act in the
interests of all shareholders.
Enquiries
DP Eurasia N.V.
Selim Kender, Chief Strategy Officer &
Head of Investor Relations +90 212 280 9636
Buchanan (Financial Communications)
Richard Oldworth / Victoria Hayns / Tilly +44 20 7466 5000
Abraham / Verity Parker dp@buchanan.uk.com
Liberum (Financial Adviser and Corporate
Broker)
M&A: Tim Medak/Mark Harrison
Corporate Broking: Andrew Godber/Edward
Thomas +44 20 3100 2000
Notes to Editors
DP Eurasia N.V. is the exclusive master franchisee of the
Domino's Pizza brand in Turkey, Russia, Azerbaijan and Georgia. The
Company was admitted to the premium listing segment of the Official
List of the Financial Conduct Authority and to trading on the main
market for listed securities of the London Stock Exchange plc on 3
July 2017. The Company (together with its subsidiaries, the
"Group") is the largest pizza delivery company in Turkey and the
third largest in Russia. The Group offers pizza delivery and
takeaway/ eat-in facilities at its 789 stores (584 in Turkey, 192
in Russia, nine in Azerbaijan and four in Georgia as at 30 June
2021), and operates through its owned corporate stores (28%) and
franchised stores (72%). The Group maintains a strategic balance
between corporate and franchised stores, establishing networks of
corporate stores in its most densely populated areas to provide a
development platform upon which to promote best practice and
maximise profitability. The Group has adapted the Domino's Pizza
globally proven business model to its local markets.
Important Notices
Liberum Capital Limited (Liberum), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial
adviser exclusively for the Company and no one else in connection
with the matters set out in this announcement and will not regard
any other person as its client in relation to the matters set out
in this announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to clients
of Liberum, nor for providing advice in relation to the contents of
this announcement or any other matter referred to herein. Neither
Liberum nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Liberum in
connection with this announcement, any statement contained herein
or otherwise. Neither Liberum nor any of its affiliates nor any of
their respective directors, officers, employees, advisers or agents
accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to, the
truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company.
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END
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October 25, 2021 02:00 ET (06:00 GMT)
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