TIDMDPEU
RNS Number : 7857B
DP Eurasia N.V
16 February 2022
For Immediate Release 16 February 2022
Shareholder Update
DP Eurasia N.V.
(DP Eurasia or the Company, and together with its subsidiaries,
the Group)
In its announcement of 8 November 2021, the independent
committee of the board of the Company, comprised of Peter Williams
(Chairman) and David Adams (Senior independent non-executive
director), (the "Independent Committee") assured shareholders that
it would seek to address greater minority shareholder protection
with the wider Board. To a certain extent, some of the concerns of
shareholders communicated during the recent reverse bookbuild
process were addressed by the reduction in free float requirements
under the Listing Rules to 10%, from 25%, in December 2021 -
thereby lessening the risk of de-listing in circumstances where a
controlling shareholder seeks to increase its shareholding.
However, as a result of shareholder feedback during that process,
it had become clear that the UK Takeover Code and the Dutch
takeover rules no longer applying to the Company, as a consequence
of Brexit, was a situation that should be addressed as soon as
possible. The UK Takeover Code and the Dutch takeover rules ceased
to apply to the Company after 31 December 2020.
The Board has today unanimously proposed additional takeover
protection for minority shareholders.
As a temporary measure, the Company has entered into an
amendment to the existing relationship agreement between it and its
major shareholder, Fides Food Systems Coöperatief U.A. ("Fides")
(an indirect subsidiary of Jubilant Foodworks Limited ("Jubilant"))
(the "Relationship Agreement"). Under the Relationship Agreement,
Fides or a nominee in its group must (subject to certain
exceptions) launch a takeover offer for all of the issued share
capital of the Company if it, its affiliates or such persons acting
in concert with it, own shares resulting in their aggregate holding
being 50% or more of the Company's issued share capital.
These amendments to the relationship agreement have taken effect
from yesterday's date and will apply until 30 June 2022 at the
latest. As at 13 February 2022, Fides and its parent owned 41.32%
of the Company's issued share capital.
As a longer term measure, the Company has agreed to convene a
general meeting, by no later than 30 June 2022, at which it will
propose that such shareholder protection is embedded in the
Articles of Association of the Company (the "Articles"). Fides has
agreed that it and its related parties shall vote in favour of such
a resolution. If approved at a general meeting, the requirement to
launch a mandatory offer will be applicable to any investor (and
not only Fides) which acquires 50% or more of the Company's issued
share capital.
Pursuant to the above, minority shareholder protection measures
will be provided in the relationship agreement for the interim
period and in the Articles for the longer term. From today,
Jubilant continues to be entitled to increase its stake to a level
below 50% without triggering a requirement to make a mandatory
offer. On the earlier of 30 June 2022 and the date on which the
changes to the Articles are proposed to be approved, the changes to
the relationship agreement will lapse. If the changes to the
Articles are approved, the takeover protection will apply to all
shareholders and, consequently, all shareholders will be entitled
to increase their shareholding to a level below 50% without
triggering a requirement to make a mandatory offer.
Peter Williams, Chairman of the Board, commented: " We are
pleased to have reached agreement with Jubilant to provide
satisfactory safeguards to minority investors, which combined with
the changes to free float rules, reducing from 25% to 10% the
amount required to be in public hands, implemented by the FCA on 2
December 2021, will provide much greater comfort and attractiveness
for all investors as to the Company's long term public markets
future. Furthermore, we are delighted that Jubilant is reinforcing
its support for the Company and we look forward to them continuing
to be a valuable and highly constructive partner as we grow the
business. We thank Jubilant for its ongoing support and commitment
to the Company".
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 809 stores (607 in Turkey, 188
in Russia, ten in Azerbaijan and four in Georgia as at 31 December
2021), and operates through its owned corporate stores (24%) and
franchised stores (76%). 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.
Forward-looking statements
This document, including information included or incorporated by
reference in this document, may include statements that are, or may
be deemed to be, "forward-looking statements". These
forward-looking statements may be identified by the use of
forward-looking terminology, including the terms "targets",
"believes", "estimates", "plans", "projects", "anticipates",
"expects", "intends", "may", "will" or "should" or, in each case,
their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters
that are not historical facts and involve predictions.
Forward-looking statements may and often do differ materially from
actual results. Any forward-looking statements reflect the
Company's current view with respect to future events and are
subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Company's business,
results of operations, financial position, liquidity, prospects,
growth or strategies and the industry in which it operates.
Forward-looking statements speak only as of the date they are made
and cannot be relied upon as a guide to future performance. There
are many factors that could cause actual results to differ
materially from those expressed or implied in forward-looking
statements. Among such factors are changes in the global,
political, social, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in
tax rates, future business combinations or disposals, and any
epidemic, pandemic or disease outbreak.
These forward-looking statements are based on numerous
assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the
future. By their nature, these forward-looking statements involve
known and unknown risks and uncertainties because they relate to
events and depend on circumstances that will occur in the future.
The factors described in the context of such forward-looking
statements in this document may cause the actual results,
performance or achievements of any such person, or industry results
and developments, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. No assurance can be given that such
expectations will prove to have been correct and persons reading
this document are therefore cautioned not to place undue reliance
on these forward-looking statements that speak only as at the date
of this document. All subsequent oral or written forward-looking
statements attributable to the Company or its affiliates or any
persons acting on its behalf are expressly qualified in their
entirety by the cautionary statement above. The Company does not
intend, nor undertakes any obligation, to update publicly or revise
forward-looking statements, whether as a result of new information,
future events or otherwise, except to the extent legally
required.
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