TIDMDPEU
RNS Number : 6154N
Jubilant Foodworks Netherlands B.V.
30 September 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND THE INFORMATION CONTAINED HEREIN DOES
NOT CONSTITUTE AN OFFER TO SELL OR ACQUIRE SECURITIES IN ANY
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
30 September 2021
Jubilant Foodworks Netherlands B.V. announces Reverse Bookbuild
to acquire shares in DP Eurasia N.V. at 95 pence per share
Jubilant Foodworks Netherlands B.V. (the "Purchaser"), a wholly
owned subsidiary of Jubilant Foodworks Limited ("Jubilant
Foodworks") announces its intention to purchase up to 24,973,787
ordinary shares of DP Eurasia N.V. (LSE: DPEU, "DP Eurasia" or the
"Company") at a price of 95 pence per share ("Offer Price") via a
reverse bookbuild ("RBB"). On completion of the RBB, the Purchaser
and its direct subsidiary will hold up to 49.99% of the issued
share capital of the Company.
The Offer Price of 95 pence per ordinary share represents a
premium of approximately:
-- 23.4 per cent. to the closing share price of 77 pence per
ordinary share on 29 September 2021 (being the last practical date
prior to the publication of this announcement); and
-- 25.2 per cent. to the volume weighted average price of 75.9
pence per ordinary share over the 3 months to 29 September 2021
(being the last practical date prior to the publication of this
announcement).
Jubilant Foodworks believes that the RBB represents both a
significant premium to the above share price metrics, as well as
offering a significant liquidity event to shareholders entitled to
participate in the RBB. Jubilant Foodworks does not intend to make
any further acquisitions of DP Eurasia ordinary shares by way of a
public offer to all shareholders for the whole of the Company for
at least six months following the completion of the RBB.
The Purchaser's direct subsidiary, Fides Food Systems
Coöperatief U.A. ("Fides"), currently owns 47,697,882 ordinary
shares of DP Eurasia, representing approximately 32.81 per cent. of
DP Eurasia's issued share capital.
Peel Hunt LLP ("Peel Hunt") is acting as financial adviser and
sole bookrunner for the RBB on behalf of the Purchaser.
The opportunity to participate in the RBB will be made available
to certain professional investors. The books for the RBB will be
opened immediately following this announcement. The final number of
ordinary shares to be purchased will be agreed at the close of the
RBB process at the sole discretion of the Purchaser and Peel Hunt,
and the results of the RBB will be announced as soon as practicable
thereafter. To the extent that the RBB is oversubscribed above the
49.99% limit, applications will be scaled back (whether on a pro
rata basis or otherwise) at the sole discretion of the Purchaser
and Peel Hunt.
Enquiries:
Jubilant Foodworks
Ashish Goenka ashish.goenka@jublfood.com
Peel Hunt (Financial Adviser and Bookrunner) +44 (0) 20 7418 8900
Miles Cox
Oliver Jackson
Adrian Trimmings
Sohail Akbar (ECM)
Reasons for the RBB
Jubilant Foodworks is India's largest foodservice company
operating across India, Sri Lanka, Bangladesh and Nepal with the
master franchise rights for Domino's Pizza, Dunkin' Donuts and
Popeyes. It has been a partner of Domino's Pizza in India for more
than 25 years. Jubilant Foodworks completed its indirect
acquisition of 32.81 per cent. of DP Eurasia in March 2021 in order
to add value to DP Eurasia's business and create value for its
shareholders.
Jubilant Foodworks is a very long term and patient investor.
Working closely with DP Eurasia over the past six months has
supported Jubilant Foodworks' views on the long term prospects of
the DP Eurasia business. Consequently, Jubilant Foodworks would
like to increase its indirect shareholding in the Company and in
doing so proposes to increase its indirect stake to 49.99 per cent
of DP Eurasia's issued share capital. At this level, Jubilant
Foodworks would also intend to consolidate its investment in DP
Eurasia into its own accounts, subject to certain approvals and
clearances.
Jubilant Foodworks also believes that DP Eurasia's historical
operational growth and success has had limited impact on its share
price due to the depreciation of the value of the Turkish lira
against major currencies. Despite system sales growth of 82.6%
between December 2017 and December 2020, DP Eurasia's share price
declined 51.3% in 2018, 50.0% in 2019 and a further 14.1% in 2020.
Furthermore, with an average daily volume of 131,014 shares over
the last 12 months, Jubilant Foodworks believes that liquidity in
the shares is likely to be insufficient to allow larger
shareholders to exit their positions without negatively impacting
the share price absent a corporate transaction similar in
anticipated effect to the RBB. Jubilant Foodworks believes that the
RBB should, therefore, offer shareholders who are able to
participate in the RBB the opportunity to reduce or exit their
positions through a significant liquidity event.
Details of the RBB
The RBB will open with immediate effect following the release of
this announcement. Due to the significant number of US shareholders
on DP Eurasia's share register, the RBB will close at 4.30 p.m. on
29 October 2021 (the "Acceptance Period").
The Purchaser is prepared to purchase up to 24,973,787 ordinary
shares of DP Eurasia at a price of 95 pence per ordinary share to
increase its shareholding to up to 49.99% of the issued share
capital of the Company.
The Offer Price of 95 pence per ordinary share represents a
premium of approximately:
-- 23.4 per cent. to the closing share price of 77 pence per
ordinary share on 29 September 2021 (being the last practical date
prior to the publication of this announcement); and
-- 25.2 per cent. to the volume weighted average price of 75.9
pence per ordinary share over the 3 months to 29 September 2021
(being the last practical date prior to the publication of this
announcement).
The final number of DP Eurasia ordinary shares acquired in the
RBB will be agreed by Peel Hunt and the Purchaser at the close of
the Bookbuild and the result will be announced as soon as
practicable thereafter and settlement is expected to be on 3
November 2021. To the extent that the RBB is oversubscribed above
the 49.99% limit, applications will be scaled back (whether on a
pro rata basis or otherwise) at the sole discretion of the
Purchaser and Peel Hunt.
Peel Hunt is acting as financial adviser and sole bookrunner for
the RBB on behalf of the Purchaser. Shareholders who are entitled
and wish to participate in the RBB are requested to contact Peel
Hunt as soon as possible following the release of this
announcement.
Shareholders who do not hold depositary interests in CREST will
need to dematerialise their shares in CREST before they will be
able to participate in the RBB.
Closing of the RBB is subject to a number of terms including
there being: (i) no material adverse change relating to the
Company; (ii) no material adverse change relating to certain market
conditions; and (iii) the Purchaser complying with its obligations
(including that the representations and warranties given by the
Purchaser which are typical for transactions of this nature are
true and accurate) under the agreement that it has entered into
with Peel Hunt.
The RBB is subject to the terms and conditions set out in the
remainder of this announcement.
The Purchaser also intends to apply for retrospective antitrust
clearance from the Turkish Competition Authority and an approval
from the Russian Competition Authority. The RBB is not however
conditional on Turkish or Russian antitrust clearance.
DP Eurasia is not subject to the City Code on Takeovers and
Mergers or the Dutch Takeover Regulations.
Jubilant Foodworks' future intentions for the DP Eurasia
business
Jubilant Foodworks attaches great importance to the skill and
experience of DP Eurasia's management and employees and recognises
that the employees and management of DP Eurasia will be key to its
future success. Jubilant Foodworks is supportive of DP Eurasia's
business plan and looks forward to working with DP Eurasia's
management team.
Fides' relationship agreement with DP Eurasia also remains in
place and subject to its terms continues to govern Jubilant
Foodworks' ongoing relationship with DP Eurasia. Jubilant Foodworks
further confirms that it does not intend to make a public offer to
all shareholders for the whole of the Company for at least the next
six months following the closure of the offer period for the RBB.
Jubilant Foodworks does however reserve the right within such
period to otherwise directly or indirectly acquire further DP
Eurasia ordinary shares and/or, if and following an announcement
being made of an offer for DP Eurasia by or on behalf of a third
party, to directly or indirectly make or participate in an offer or
possible offer for DP Eurasia.
About Jubilant Foodworks
Jubilant Foodworks is part of Jubilant Bhartia group and is
India's largest foodservice company. Its Domino's Pizza franchise
extends across a network of 1,380 restaurants in 298 cities. It has
the exclusive rights to develop and operate Domino's Pizza brand in
India, Sri Lanka, Bangladesh and Nepal. At present, it operates in
India, and through its subsidiary companies in Sri Lanka and
Bangladesh. Jubilant Foodworks also enjoys exclusive rights to
develop and operate Dunkin' Donuts restaurants in India, has 27
restaurants in operation across 8 cities in India. Jubilant
Foodworks has ventured into the Chinese cuisine segment with its
first owned restaurant brand, 'Hong's Kitchen', which now has 11
restaurants across 3 cities. Recently, Jubilant Foodworks has added
Indian cuisine of biryani, kebabs, breads and more to the portfolio
by launching Ekdum! which currently has 7 restaurants across 3
cities. Jubilant Foodworks has exclusive rights to develop and
operate Popeyes(R) restaurants in India, Bangladesh, Nepal and
Bhutan. In accordance with shifting consumer habits, Jubilant
Foodworks has also moved into the ready-to-cook segment with
'ChefBoss'.
Important Notices
This announcement and the information contained herein is not
for release, publication or distribution, in whole or in part,
directly or indirectly, in, into or from any jurisdiction where to
do so would constitute a violation of the relevant laws or
regulations of such jurisdiction. This announcement is for
information purposes only and the information contained herein does
not constitute or form part of an offer to buy, sell, issue,
acquire or subscribe for, or the solicitation of an offer to buy,
sell, issue, acquire or subscribe for, any securities in any
jurisdiction where it would be unlawful to do so. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions.
The distribution of this announcement may be restricted by law
in certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction.
The RBB is not being directed, directly or indirectly, to DP
Eurasia investors in any jurisdiction where to do so would be
unlawful.
In the EEA and the United Kingdom, this announcement is only
directed at (and is only being distributed to) persons whose
ordinary activities involve them in acquiring, holding, managing
and disposing of investments (as principal or agent) for the
purposes of their business and who have professional experience in
matters relating to investments and are: (a) if in a member state
of the European Economic Area (the "EEA"), persons who are
qualified investors, within the meaning of Article 2(E) of the
Prospectus Regulation (Regulation (EU) 2017/1129 of the European
Parliament and of the Council); or (b) if in the United Kingdom,
'Qualified Investors' within the meaning of Article 2(E) of the UK
Prospectus Regulation (Regulation (EU) (2017/1129) as it forms part
of UK domestic law by virtue of the European Union Withdrawal Act
2018) and who are also: (i) persons who fall within the definition
of "investment professionals" in Article 19(5) of the Financial
Services And Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"), or (ii) high net worth bodies corporate,
unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2) of the order, or (c)
other persons to whom it may otherwise be lawfully communicated,
and in all cases who are capable of being categorised as a
professional client or an eligible counterparty for the purposes of
the FCA conduct of business rules who are permitted to sell or
dispose of securities in the RBB pursuant to applicable legislation
(all such persons referred to in (a), (b) and (c) above together
being referred to as "Relevant Persons").
Any investment or investment activity to which this announcement
relates is available in the EEA or the United Kingdom only to
Relevant Persons and will be engaged in only with Relevant Persons.
This announcement must not be acted on or relied on by persons in
the EEA or the United Kingdom who are not Relevant Persons.
The RBB relates to securities of a non-U.S. company that is
subject to the disclosure requirements, rules and practices
applicable to companies listed in the UK, which differ from those
of the United States in certain material respects. The RBB will be
made in the United States in accordance with other requirements of
Regulation 14E under the US Securities Exchange Act of 1934, as
amended (the "Exchange Act") to the extent applicable. US
shareholders should note that the ordinary shares of DP Eurasia are
not listed on a US securities exchange and DP Eurasia is not
subject to the periodic reporting requirements of the Exchange Act
and is not required to, and does not, file any reports with the US
Securities and Exchange Commission (the "SEC") thereunder.
Neither the SEC nor any US state securities commission has
approved or disapproved of this transaction or passed upon the
merits of fairness of such transaction or passed upon the adequacy
of the information contained in this announcement. Any
representation to the contrary is a criminal offence in the United
States.
The securities in the RBB have not been offered or sold and will
not be offered or sold in Hong Kong, by means of any document,
other than (a) being solicited or purchased from "professional
investors" as defined in the Securities and Futures Ordinance (Cap.
571 of the Laws of Hong Kong) (the "SFO") and any rules made
thereunder; or (b) in other circumstances which do not result in
the document being a "prospectus" as defined in the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the
Laws of Hong Kong) or which do not constitute an offer to the
public within the meaning of that ordinance. No advertisement,
invitation or document relating to the RBB has been or may be
issued or has been or may be in the possession of any person for
the purposes of issue, whether in Hong Kong or elsewhere, which is
directed at, or the contents of which are likely to be accessed or
read by, the public in Hong Kong (except if permitted to do so
under the securities laws of Hong Kong) other than with respect to
the securities in the RBB which are or are intended to be disposed
of only to persons outside Hong Kong or only to "professional
investors" in Hong Kong as defined in the SFO and any rules made
thereunder.
This announcement does not constitute a public offer in the
Cayman Islands by either Jubilant Foodworks or Peel Hunt (on behalf
of Jubilant Foodworks) to purchase the DP Eurasia ordinary shares
and any invitation to participate in the RBB is not being conducted
from a place of business in the Cayman Islands.
No advertisement, invitation or public announcement relating to
the RRB and no offer to purchase, sell, acquire or subscribe for
securities, has been or will be, published or made to the public in
The Bahamas. This advertisement is being circulated for
informational purposes only, to certain accredited investors
incorporated in The Bahamas who are existing shareholders in the
Company and are designated or deemed to be "non-resident" for the
purposes of the Exchange Control Regulations of The Bahamas.
Terms of Participation in the RBB
Peel Hunt and the Purchaser (acting jointly) reserve the
absolute right to determine who may participate in the RBB.
Participating in the RBB shall constitute an irrevocable offer
to sell to the Purchaser the total number of DP Eurasia ordinary
shares accepted for purchase by Peel Hunt on behalf of the
Purchaser. Investors offering DP Eurasia ordinary shares for
purchase in the RBB will be deemed to represent, warrant and
undertake to Peel Hunt and the Purchaser that: (a) the investor is
either (i) the legal and beneficial owner and has full power and
authority to sell, assign or transfer the DP Eurasia ordinary
shares being sold in the RBB (together with all rights attaching
thereto) or (ii) irrevocably and unconditionally entitled on behalf
of the beneficial owner to sell, assign or transfer the DP Eurasia
ordinary shares being sold in the RBB (together with all rights
attaching thereto) and, in each case, when the same are purchased
by the Purchaser, the Purchaser will acquire such DP Eurasia
ordinary shares free and clear of all liens, charges, restrictions,
claims, equitable interests, encumbrances, pre-emption rights and
third party rights and together with all rights attaching thereto
and such representation and warranty will be true in all respects
at the time the Purchaser purchases such DP Eurasia ordinary shares
as if it had been entered into anew at such time and shall not be
extinguished by such purchase; (b) such investor shall do all such
acts and things as shall be necessary or expedient, and execute any
additional documents deemed by Peel Hunt or the Purchaser to be
desirable, to complete the purchase of the DP Eurasia ordinary
shares referred to in this paragraph; (c) such investor has fully
observed any applicable legal requirements (including, where
relevant, obtaining any requisite consents, complying with
applicable formalities and taking or not omitting to take any
action which would otherwise result in Peel Hunt or the Purchaser
acting in breach of any applicable legal requirements) such that
the RBB may be made to him under the laws of all relevant
jurisdictions, and the investor's offer to sell DP Eurasia ordinary
shares to the Purchaser, and any acceptance thereof, shall not be
unlawful under the laws of any jurisdiction. Peel Hunt shall be
under no obligation to purchase any DP Eurasia ordinary shares in
the RBB if its arrangements with the Purchaser terminate.
It is the sole responsibility of any person wishing to
participate in the RBB to satisfy himself or herself as to the full
observance of the terms of participation in the RBB as detailed in
this announcement and as to the full observance of the laws of the
relevant jurisdiction(s) in which the investor is resident,
incorporated or carries on business and any other relevant laws to
which that person is subject, including the obtaining of any
governmental, exchange control or other consents which may be
required, the compliance with other necessary formalities and the
payment of any transfer or other taxes or other requisite payments
due in such jurisdiction.
Any person who participates in the RBB irrevocably and
unconditionally agrees and acknowledges that it will indemnify on
an after-tax basis and hold each of Peel Hunt and the Purchaser and
each of their respective employees, directors, officers, agents,
affiliates and any person acting on their respective behalf
harmless from and against any and all costs, claims, losses,
liabilities and expenses (including legal fees and expenses)
arising out of, directly or indirectly, or in connection with any
breach by that person of any of the representations, warranties,
agreements, confirmations and acknowledgements given or deemed to
have been given by them in these terms of participation in the RBB
or otherwise to Peel Hunt or the Purchaser in connection with the
RBB, and further agrees and acknowledges that such indemnification
will survive completion of the RBB.
No document soliciting intentions to sell securities has been or
will be prepared in connection with any of the transactions
described in this announcement. Any investment decision to sell
securities as part of the RBB must be made solely on the basis of
publicly available information. Such information is not the
responsibility of, and has not been independently verified by, Peel
Hunt, the Purchaser or Jubilant Foodworks or any of their
respective affiliates. This announcement does not constitute a
recommendation concerning any investor's investment decision with
respect to the RBB or any DP Eurasia securities. The contents of
this announcement are not to be construed as legal, business,
financial or tax advice. Each investor or prospective investor
should consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
Payment for the shares acquired in the RBB will be made promptly
following expiry of the Acceptance Period.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the FCA, is acting as financial adviser and sole
bookrunner exclusively for Jubilant Foodworks 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 Jubilant Foodworks for providing the protections
afforded to clients of Peel Hunt LLP, nor for providing advice in
relation to the contents of this announcement or any other matter
referred to herein. Neither Peel Hunt LLP 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 Peel Hunt LLP in connection with this
announcement, any statement contained herein or otherwise or any
transaction, arrangement or other matter referred to herein
(including, without limitation, the RBB).
Neither Peel Hunt 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 Jubilant
Foodworks or the Company or any of its or their subsidiaries or
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith.
All times referred to are London, UK, time unless otherwise
stated.
Market Abuse Regulation
The information contained within this announcement would have,
prior to its release, constituted inside information as stipulated
under Article 7 of the Market Abuse Regulation (EU) No.596/2014 as
incorporated into UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (together, "UK MAR"). Upon the publication of
this announcement via a regulatory information service, this inside
information will be considered to be in the public domain. For the
purposes of UK MAR, the person responsible for arranging for the
release of this information on behalf of Jubilant Foodworks is
Ashish Goenka, Chief Financial Officer of Jubilant Foodworks.
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END
MSCMZGFLKGFGMZM
(END) Dow Jones Newswires
September 30, 2021 11:44 ET (15:44 GMT)
Dp Eurasia N.v (LSE:DPEU)
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De Mar 2024 a Abr 2024
Dp Eurasia N.v (LSE:DPEU)
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