TIDMDPEU
RNS Number : 8121Q
Jubilant Foodworks Netherlands B.V.
01 November 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
1 November 2021
Jubilant Foodworks Netherlands B.V. announces result of 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"), confirms that, further to the announcement on 30
September 2021, it will purchase 10,146,964 ordinary shares of DP
Eurasia N.V. ("DP Eurasia") at a price of 95 pence per share via a
reverse bookbuild ("RBB").
On completion of the RBB, Jubilant Foodworks and its
subsidiaries will own a total of 57,844,846 ordinary shares in DP
Eurasia, which represents 39.79 per cent. of the issued share
capital.
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)
About Jubilant Foodworks
Jubilant Foodworks Limited (JFL/Company) is part of Jubilant
Bhartia group and is India's largest foodservice Company. Its
Domino's Pizza franchise extends across a network of 1,435
restaurants in 307 cities. The Company 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. The Company
also enjoys exclusive rights to develop and operate Dunkin'
restaurants in India, has in operation 28 restaurants across 8
cities in India. JFL has ventured into Chinese cuisine segment with
its first owned restaurant brand, 'Hong's Kitchen', which now has
13 restaurants across 3 cities. Recently, the Company has added
Indian cuisine of biryani, kebabs, breads and more to the portfolio
by launching Ekdum! which now has 8 restaurants across 3 cities.
The Company has exclusive rights to develop and operate Popeyes(R)
restaurants in India, Bangladesh, Nepal and Bhutan. In accordance
with shifting consumption habits, the Company has forayed 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 has been
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.
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
RTEBBBDGRDXDGBB
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