TIDMDPEU
RNS Number : 9036U
Jubilant Foodworks Netherlands B.V.
28 November 2023
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 OF
SUCH JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE, OR FORM PART OF, AN OFFER OR AN INVITATION TO PURCHASE,
SUBSCRIBE FOR OR SELL ANY SECURITIES OR A SOLICITATION OF ANY OFFER
TO PURCHASE, SUBSCRIBE FOR OR SELL ANY SECURITIES. THE OFFER
REFERRED TO IN THIS ANNOUNCEMENT WILL BE MADE SOLELY BY WAY OF THE
OFFER DOCUMENT AND, WHERE APPROPRIATE, THE RELATED FORM OF
ACCEPTANCE WHICH TOGETHER WILL CONTAIN THE FULL TERMS OF THE OFFER,
INCLUDING DETAILS OF HOW THE OFFER MAY BE ACCEPTED.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
28 November 2023
CASH OFFER FOR
DP Eurasia N.V.
by
jubilant foodworks Netherlands b.v.
a wholly owned subsidiary of Jubilant Foodworks Limited
Jubilant Foodworks Netherlands B.V. ("Jubilant Foodworks"), a
wholly owned subsidiary of Jubilant Foodworks Limited, announces
its intention to make an offer for the entire issued and
outstanding ordinary share capital of DP Eurasia N.V. ("DP
Eurasia") not already owned by Jubilant Foodworks at 85 pence per
DP Eurasia Share (the "Offer").
Summary
-- Jubilant Foodworks announces that it intends to make an
all-cash offer for the entire issued and outstanding ordinary share
capital of DP Eurasia not already owned by Jubilant Foodworks .
-- Under the terms of the Offer, DP Eurasia Shareholders would be entitled to receive:
85 pence in cash for each DP Eurasia Share held (the "Offer
Price").
-- The Offer Price values the total issued share capital of DP
Eurasia at approximately GBP124.6m and the issued share capital not
currently owned by Jubilant Foodworks at approximately
GBP63.7m.
-- The Offer Price of 85 pence for each DP Eurasia Share represents a premium of approximately:
- 24.1 per cent. to the closing share price of 68.5 pence per DP
Eurasia Share on 27 November 2023 (being the last practical date
prior to the publication of the announcement of the Offer);
- 24.1 per cent. to the volume weighted average price of 68.5
pence per DP Eurasia Share over the 90 day period to 27 November
2023 (being the last practical date prior to the publication of the
announcement of the Offer); and
- 63.0 per cent. to the volume weighted average price of 52.2
pence per DP Eurasia Share over the 12 month period to 27 November
2023 (being the last practical date prior to the publication of the
announcement of the Offer).
-- The full terms of the Offer, including details on how to
accept the Offer in respect of both DP Eurasia Shares held in
certificated form and uncertificated form (that is, through
Depositary Receipts in CREST), will be included in the Offer
Document, which will be sent to DP Eurasia Shareholders in due
course.
-- The Offer will be funded through a combination of an existing
debt facility with HSBC and a new debt facility with HSBC.
-- The Offer is unconditional and not subject to the
satisfaction of any condition (including, no minimum acceptance
condition).
-- Jubilant Foodworks intends to make a limited amount of market
purchases outside the United States through Peel Hunt at up to 85
pence per share prior to publication of the Offer Document.
-- THE OFFER IS NOT GOVERNED BY THE TERMS OF THE CITY CODE ON
TAKEOVERS AND MERGERS OR THE DUTCH TAKEOVER RULES.
Enquiries:
Jubilant Foodworks
Ashish Goenka ashish.goenka@jublfood.com
Peel Hunt (Financial Adviser to Jubilant
Foodworks) +44 (0) 20 7418 8900
Oliver Jackson
Rebecca Bankhead
Monal Kathrecha
About Jubilant Foodworks
Jubilant FoodWorks Limited (NSE, BSE: JUBLFOOD) is India's
largest foodservice company and is part of the Jubilant Bhartia
Group. Incorporated in 1995, the Company holds the exclusive master
franchise rights from Domino's Pizza Inc. to develop and operate
the Domino's Pizza brand in India, Sri Lanka, Bangladesh and Nepal.
In India, it has a strong and extensive network of 1,888 Domino's
stores across 397 cities. In Sri Lanka and Bangladesh, the Company
operates through its 100% owned subsidiary which currently has 50
and 23 stores respectively. The Company also has exclusive rights
to develop and operate Popeyes restaurants in India, Bangladesh,
Nepal and Bhutan and Dunkin' restaurants in India. The Company
currently operates 22 Popeyes restaurants in six cities and 21
Dunkin' restaurants across seven cities.
In 2019, Jubilant FoodWorks launched its first owned-restaurant
brand 'Hong's Kitchen' in the Chinese cuisine segment which now has
18 restaurants across three cities.
Important Notices
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Offer or otherwise, nor shall there
be any sale, issuance or transfer of securities of DP Eurasia in
any jurisdiction in contravention of applicable law.
The Offer will be made solely by means of the Offer Document
and, in respect of DP Eurasia Shares held in certificated form, the
Form of Acceptance accompanying the Offer Document, which will
contain the full terms of the Offer including details of how to
accept the Offer. Details on how to accept the Offer in respect of
DP Eurasia Shares held in uncertificated form (that is, as
Depositary Receipts held in CREST) will be set out in full in the
Offer Document. Any approval, acceptance, decision or other
response to the Offer should be made only on the basis of the
information in the Offer Document and, in respect of DP Eurasia
Shares held in certificated form, the Form of Acceptance. DP
Eurasia Shareholders are strongly advised to read the formal
documentation in relation to the Offer once it has been
despatched.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Jubilant Foodworks and for no-one else in connection with the
matters referred to in this announcement and will not be
responsible to any person other than Jubilant Foodworks for
providing the protections afforded to clients of Peel Hunt, nor for
providing advice in relation to the matters referred to herein.
Neither Peel Hunt nor any of its 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 in connection with
the matters referred to in this announcement, or otherwise.
Overseas Shareholders
This announcement has been prepared in accordance with English
law and the information disclosed may not be the same as that which
would have been disclosed in accordance with the laws and
regulations of jurisdictions outside England. The statements
contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to
them, and there shall be no implication that there has been no
change in the facts set forth in this announcement since such
date.
The release, publication or distribution of this announcement
and the availability of the Offer in or into jurisdictions other
than the United Kingdom may be affected by the laws and regulations
of those jurisdictions. Persons who are not resident in the United
Kingdom, or who are subject to the laws of any jurisdiction other
than the United Kingdom, should inform themselves about, and
observe any applicable requirements. Any person (including, without
limitation, nominees, trustees and custodians) who would, or
otherwise intends to, forward this announcement or any accompanying
document to any jurisdiction outside the United Kingdom should
refrain from doing so and seek appropriate professional advice
before taking any action. Any failure to comply with the applicable
legal or regulatory requirements may constitute a violation of the
laws and/or regulations of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Offer disclaim any responsibility and liability for
the violation of such restrictions by any person.
Unless otherwise determined by Jubilant Foodworks, and permitted
by applicable law and regulation, the Offer is not being made,
directly or indirectly, in or into or by use of the mails or any
other means or instrumentality (including, without limitation,
telephonic or electronic) of interstate or foreign commerce of, or
any facility of a national, state or other securities exchange of,
a Restricted Jurisdiction, and no person may accept the Offer by
any such use, means, instrumentality or facility or from within a
Restricted Jurisdiction. Accordingly, copies of this announcement
and any related documents are not being, and must not be, directly
or indirectly, mailed or otherwise forwarded or distributed in,
into or from a Restricted Jurisdiction and persons receiving this
announcement or any related document (including custodians,
nominees and trustees) must not distribute or send them in, into or
from a Restricted Jurisdiction. Doing so may invalidate any
purported acceptance of the Offer.
Notice to US shareholders
The Offer will be made for securities of a public limited
liability company (naamloze vennootschap) incorporated under the
laws of The Netherlands, with its corporate seat in Amsterdam, The
Netherlands and is being made in the United States in compliance
with all applicable laws and regulations, including, to the extent
applicable Section 14(e) of the US Securities Exchange Act of 1934,
as amended (the "US Exchange Act"), and Regulation 14E thereunder
(in each case, subject to any exemptions or relief therefrom, if
applicable) and otherwise in accordance with the disclosure and
procedural requirements of United Kingdom and Dutch law. US
Shareholders should read the entire Offer Document, which contains
important information about the Offer and the Shares. The Offer
will be made in the United States by Jubilant Foodworks and no one
else. Shareholders in the United States are advised that the Shares
are not listed on a US securities exchange and that DP Eurasia is
not subject to the periodic reporting requirements of the US
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 securities commission of any
state of the United States has approved the Offer, passed upon the
fairness of the Offer or passed upon the adequacy or accuracy of
this announcement. Any representation to the contrary is a criminal
offence in the United States.
In accordance with normal United Kingdom market practice and to
the extent permissible under applicable law or regulatory
requirements, including Rule 14e-5 under the US Exchange Act,
Jubilant Foodworks, and its affiliates or its brokers and its
broker's affiliates (acting as agents for Jubilant Foodworks or its
affiliates, as applicable) may from time to time, both prior to the
making of the Offer and whilst the Offer, if and when made, remains
open for acceptances, make certain purchases of, or arrangements to
purchase, DP Eurasia Shares outside the United States otherwise
than under the Offer, such as in the open market or through
privately negotiated purchases. Such purchases, or arrangements to
purchase, shall comply with applicable rules in the United Kingdom
and the rules of the London Stock Exchange. Details about any such
purchases will be available from any Regulatory Information
Service, including the regulatory news service on the London Stock
Exchange website (www.londonstockexchange.com).
The receipt of cash pursuant to the Offer by a US holder of DP
Eurasia Shares may be a taxable transaction for US federal income
tax purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each holder of DP Eurasia Shares is
urged to consult its independent professional adviser immediately
regarding the tax consequences of accepting the Offer.
Jubilant Foodworks Netherlands B.V. is a private company with
limited liability (besloten vennootschap met beperkte
aansprakelijkheid) incorporated under the laws of The Netherlands,
with its corporate seat in Amsterdam, The Netherlands. It is a
wholly owned subsidiary of Jubilant Foodworks Limited. Some or all
of the officers and directors of Jubilant Foodworks and DP Eurasia,
respectively, are residents of countries other than the United
States. In addition, most of the assets of Jubilant Foodworks and
DP Eurasia are located outside the United States. As a result, it
may be difficult for US shareholders of DP Eurasia to sue, or
effect service of process within the United States upon, Jubilant
Foodworks, DP Eurasia, or their respective officers or directors.
Further, it may be difficult to compel a non-US entity and its
affiliates to subject themselves to a US court's judgment or to
enforce against them a judgment of a US court predicated upon the
federal or state securities laws of the United States.
Cautionary note regarding forward looking statements
This announcement contains certain statements which are, or may
be deemed to be, "forward-looking statements" which are prospective
in nature. The words "believe", "anticipate", "expect", "intend",
"aim", "plan", "predict", "continue", "assume", "positioned",
"may", "will", "should", "shall", "risk" and other similar
expressions that are predictions of or indicate future events and
future trends identify forward-looking statements. These
forward-looking statements include all matters that are not current
or historical facts. By their nature, forward-looking statements
involve risks and uncertainties because such statements relate to
events and depend on circumstances that may or may not occur in the
future. Forward-looking statements are not indicative of future
performance and Jubilant Foodworks' or DP Eurasia's actual results
of operations, financial condition and liquidity, and the
development of the industry in which Jubilant Foodworks or DP
Eurasia sources operates, may differ materially from those made in
or suggested by the forward-looking statements contained in this
announcement. The cautionary statements set out above should be
considered in connection with any subsequent written or oral
forward-looking statements that Jubilant Foodworks, or persons
acting on its behalf, may issue.
No profit forecasts or estimates
Nothing in this announcement is intended or shall be deemed to
be a forecast, projection or estimate of the future financial
performance of Jubilant Foodworks or DP Eurasia and no statement in
this announcement should be interpreted to mean that earnings or
earnings per share of Jubilant Foodworks or DP Eurasia (where
relevant) for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Jubilant Foodworks or DP Eurasia, as
appropriate.
Publication on website
This announcement will be published on Jubilant Foodworks'
website and will be available at https://www.jubilantfoodworks.com/
as soon as practicable following the publication of this
announcement. The content of the website is not incorporated into,
and does not form part of, this announcement.
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.
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 OF
SUCH JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE, OR FORM PART OF, AN OFFER OR AN INVITATION TO PURCHASE,
SUBSCRIBE FOR OR SELL ANY SECURITIES OR A SOLICITATION OF ANY OFFER
TO PURCHASE, SUBSCRIBE FOR OR SELL ANY SECURITIES. THE OFFER
REFERRED TO IN THIS ANNOUNCEMENT WILL BE MADE SOLELY BY WAY OF THE
OFFER DOCUMENT AND, WHERE APPROPRIATE, THE RELATED FORM OF
ACCEPTANCE WHICH TOGETHER WILL CONTAIN THE FULL TERMS OF THE OFFER,
INCLUDING DETAILS OF HOW THE OFFER MAY BE ACCEPTED.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
28 November 2023
CASH OFFER FOR
DP Eurasia N.V.
by
Jubilant Foodworks Netherlands b.v.
a wholly owned subsidiary of Jubilant Foodworks Limited
Jubilant Foodworks Netherlands B.V. ("Jubilant Foodworks"), a
wholly owned subsidiary of Jubilant Foodworks Limited announces its
intention to make an offer for the entire issued and outstanding
share capital of DP Eurasia N.V. ("DP Eurasia") not already owned
by Jubilant Foodworks at 85 pence per DP Eurasia Share (the
"Offer").
The Offer
Under the Offer, Jubilant Foodworks is offering to acquire,
subject to certain further terms to be set out in the Offer
Document, the entire issued and outstanding ordinary share capital
of DP Eurasia not already owned by Jubilant Foodworks on the
following basis:
85 per share in cash for each DP Eurasia Share (the "Offer
Price")
The Offer Price values the total issued share capital of DP
Eurasia at approximately GBP124.6m and the issued share capital not
currently owned by Jubilant Foodworks at approximately
GBP63.7m.
The Offer Price represents a premium of:
-- 24.1 per cent. to the closing share price of 68.5 pence per
DP Eurasia Share on 27 November 2023 (being the last practical date
prior to the publication of the announcement of the Offer);
-- 24.1 per cent. to the volume weighted average price of 68.5
pence per DP Eurasia Share over the 90 day period to 27 November
2023 (being the last practical date prior to the publication of the
announcement of the Offer); and
-- 63.0 per cent. to the volume weighted average price of 52.2
pence per DP Eurasia Share over the 12 month period to 27 November
2023 (being the last practical date prior to the publication of the
announcement of the Offer).
The Offer is unconditional and not subject to the satisfaction
of any condition (including, no minimum acceptance condition).
Jubilant Foodworks intends to make a limited amount of market
purchases outside the United States through Peel Hunt at up to 85
pence per share prior to publication of the Offer Document.
DP Eurasia Shares will be acquired by Jubilant Foodworks
pursuant to the Offer fully paid and free from all liens, charges,
equitable interests, encumbrances, rights of pre-emption and any
other third party rights of any nature whatsoever and together with
all rights now or hereafter attaching thereto, including without
limitation voting rights and the right to receive and retain in
full all dividends and other distributions.
The Offer extends to any DP Eurasia Shares not already owned by
Jubilant Foodworks and which are issued and outstanding on or
before the Closing Date.
Jubilant Foodworks intends, shortly after completion of the
Offer, if Jubilant Foodworks has (i) by virtue of its shareholdings
and acceptances of the Offer, acquired or agreed to acquire share
capital carrying 75 per cent. or more of the voting rights of DP
Eurasia; or Jubilant Foodworks' share ownership following the Offer
is of a level that Jubilant Foodworks believes would be sufficient
for the resolution to pass; and (ii) has obtained acceptances of
the Offer or acquired or agreed to acquire shares from independent
shareholders that represent a majority of the voting rights held by
the independent shareholders on the date the Offer was announced,
to procure that DP Eurasia makes an application to the Financial
Conduct Authority (the "FCA") for the cancellation of the listing
of the DP Eurasia Shares from the premium listing segment of the
Official List and to the London Stock Exchange for the cancellation
of the admission to trading of the DP Eurasia Shares on the London
Stock Exchange's Main Market.
In the event that that the relevant shareholding and acceptances
described above are not obtained by Jubilant Foodworks and the
delisting of the DP Eurasia Shares therefore does not take place as
part of the Offer, Jubilant Foodworks reserves the right, subject
to applicable law and regulation, to propose a shareholder
resolution of DP Eurasia post-Offer to approve the cancellation of
the listing of the DP Eurasia Shares from the premium listing
segment of the Official List and the cancellation of the admission
to trading of the DP Eurasia Shares on the London Stock Exchange's
Main Market.
Full details of the terms to which the Offer is subject and the
procedure for acceptance of the Offer will be set out in the Offer
Document.
THE OFFER IS NOT GOVERNED BY THE TERMS OF THE CITY CODE ON
TAKEOVERS AND MERGERS OR THE DUTCH TAKEOVER RULES.
Background to, and reasons for, the Offer and proposed
delisting
1.1 Offer rationale
Jubilant Foodworks first invested in DP Eurasia in March 2021,
acquiring indirectly 32.81 per cent. of the issued share capital of
DP Eurasia from Turkish Private Equity Fund II L.P., a fund advised
by Turk Advisory Ventures Limited. Since this first investment,
having developed its relationship with DP Eurasia, Jubilant
Foodworks has sought to increase its shareholding in DP Eurasia.
Jubilant Foodworks announced a reverse bookbuild in September 2021
through which it increased its shareholding in DP Eurasia to 39.8
per cent. Jubilant Foodworks has since increased its shareholding,
through market purchases, to 48.84 per cent.
Jubilant Foodworks recognises the challenges DP Eurasia has
faced in generating shareholder value in the context of the Russian
invasion of Ukraine, its consequential decision to seek an exit
from the Russian market and the hyperinflationary environment in
Turkey. The Jubilant Foodworks Directors believe that the impact of
these challenges has been exacerbated by DP Eurasia's status as a
listed company.
Jubilant Foodworks is a long-term investor unfazed by the
challenges inherent in some of DP Eurasia's jurisdictions. Jubilant
Foodworks believes that DP Eurasia has an attractive future and
would benefit from returning to private ownership with the support
of a long-term investor whilst it executes its business plan amid
the current economic backdrop. Jubilant Foodworks believes it is
unlikely that DP Eurasia will achieve the re-rating that the
business deserves in the medium term due to investor concerns about
geopolitical and currency translation risks.
Jubilant Foodworks has been and will be able to leverage its
experience as India's largest foodservice company to assist DP
Eurasia with its growth plans so that it can achieve its potential.
The Offer will enable Jubilant Foodworks to benefit from a greater
share of future value upside while providing an exit opportunity
for all DP Eurasia Shareholders at a significant premium to the
current share price. The Offer will also enable DP Eurasia's
employees and customers to benefit from Jubilant Foodworks'
capabilities and investment, which would enhance their experience
of and interaction with DP Eurasia.
Jubilant Foodworks believes that the Offer is in the best
interests of DP Eurasia and the sustainable success of the DP
Eurasia business, taking into account the interests of its
stakeholders, including Shareholders, as it allows them to realise
an upfront attractive cash premium for their DP Eurasia Shares.
Furthermore, the Offer in cash provides an immediate and certain
exit opportunity for DP Eurasia Shareholders in an accelerated and
de-risked manner. Jubilant Foodworks believes that liquidity in DP
Eurasia Shares is likely to be insufficient to allow larger
shareholders to exit their positions without negatively impacting
the share price absent a corporate transaction and the Offer
provides all DP Eurasia Shareholders with this exit
opportunity.
1.2 Delisting rationale
DP Eurasia was listed on the FCA's Official List and the DP
Eurasia Shares were admitted to trading on the London Stock
Exchange's Main Market in 2017 in order to access a deeper pool of
professional investors to raise capital and accelerate its growth
plans.
Whilst the listing and admission to trading of the DP Eurasia
Shares in 2017 has supported the growth of DP Eurasia's business,
Jubilant Foodworks believes that the original rationale for listing
DP Eurasia Shares is now less compelling, and that the sustainable
success of the DP Eurasia business and value creation may be better
served through private ownership, due to the fact that:
(i) DP Eurasia attracts negligible trading volumes which do not
justify the requirements and associated costs with maintaining its
public listing. The average daily trading volume over the past 12
months has been 68,692 shares, which means that DP Eurasia
Shareholders who wish to sell a meaningful stake may have to accept
bids significantly lower than the ask price quoted by market makers
or be unable to sell their stake at all;
(ii) Declining investor interest in smaller listed companies in
London and the impact of regulation restricting investment research
distribution have led to reduced levels of interest in companies
like DP Eurasia by public market institutional investors;
(iii) The illiquidity of the DP Eurasia Shares leads to
significant volatility in the share price on very limited share
transaction volumes, thus share price movements do not necessarily
reflect the operational performance of the business and may act as
an unhelpful benchmark. Consequently, DP Eurasia's historical
operational growth and success has had limited impact on its share
price;
(iv) DP Eurasia's management time and the legal and regulatory
burden associated with maintaining DP Eurasia's listing are
disproportionate to the benefits to DP Eurasia Shareholders;
and
(v) as a private company, Jubilant Foodworks believes that the
business will benefit from a longer-term approach to strategy and
decision making and that DP Eurasia will have greater flexibility
to pursue strategic opportunities, including in relation to capital
allocation and growth.
2. Financing of the Offer
The cash consideration payable to DP Eurasia Shareholders
pursuant to the Offer will be funded through a combination of an
existing debt facility with HSBC and a new debt facility with HSBC.
There are no outstanding conditions that need to be met for the new
debt facility to be operational.
3. Information relating to Jubilant Foodworks including its ownership
Jubilant FoodWorks Limited (NSE, BSE: JUBLFOOD) is India's
largest foodservice company and is part of the Jubilant Bhartia
Group. Incorporated in 1995, the Company holds the exclusive master
franchise rights from Domino's Pizza Inc. to develop and operate
the Domino's Pizza brand in India, Sri Lanka, Bangladesh and Nepal.
In India, it has a strong and extensive network of 1,888 Domino's
stores across 397 cities. In Sri Lanka and Bangladesh, the Company
operates through its 100% owned subsidiary which currently has 50
and 23 stores respectively. The Company also has exclusive rights
to develop and operate Popeyes restaurants in India, Bangladesh,
Nepal and Bhutan and Dunkin' restaurants in India. The Company
currently operates 22 Popeyes restaurants in six cities and 21
Dunkin' restaurants across seven cities.
In 2019, Jubilant FoodWorks launched its first owned-restaurant
brand 'Hong's Kitchen' in the Chinese cuisine segment which now has
18 restaurants across three cities.
4. Information relating to DP Eurasia
DP Eurasia is the exclusive master franchisee of the Domino's
Pizza brand in Turkey, Azerbaijan, and Georgia. DP Eurasia 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 on 3 July 2017. DP
Eurasia (together with its subsidiaries) is the largest pizza
delivery company in Turkey. DP Eurasia offers pizza delivery and
takeaway/eat-in facilities at its 694 stores (678 in Turkey, 10 in
Azerbaijan and 6 in Georgia) as of 31 October 2023 and operates
through its owned corporate stores (12%) and franchised stores
(88%).
In addition to its pizza delivery business, DP Eurasia also has
its own coffee brand, COFFY, which trades from 67 stores at
period-end 31 October 2023, 52 of which are franchised. DP Eurasia
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.
In line with the announcement on 21 August 2023, DP Eurasia has
initiated the steps to file for DP Eurasia Russia's bankruptcy.
This was preceded by the announcement on 28 December 2022, which
confirmed that the DP Eurasia was evaluating its presence in
Russia, the impact of sanctions and its continuing ability to serve
its customers in Russia. DP Eurasia's Russian segment was
classified as discontinued operations within the DP Eurasia's
audited financial statements for the year ended 31 December
2022.
5. Intention statements
The DP Eurasia business and ongoing strategy
Jubilant Foodworks is supportive of DP Eurasia's business plan
and current strategy. Jubilant Foodworks intends to leverage its
experience as India's largest foodservice company to assist DP
Eurasia with its growth plans.
Board Composition
Jubilant Foodworks does not intend to make any changes to the
composition of DP Eurasia's Board if it remains a listed company.
Jubilant Foodworks' relationship agreement with DP Eurasia also
currently remains in place and governs Jubilant Foodworks'
relationship with DP Eurasia.
The Relationship Agreement will terminate if DP Eurasia's Shares
cease to be listed on the premium listing segment of the Official
List and admitted to trading on the London Stock Exchange's Main
Market for listed securities. If DP Eurasia's admission to trading
on the London Stock Exchange's Main Market is cancelled and DP
Eurasia is converted into a Dutch private company with limited
liability (besloten vennootschap met beperkte aansprakelijkheid),
Jubilant Foodworks intends to review the composition of DP
Eurasia's Board to balance good corporate governance with typical
private company requirements.
Management and employees
Jubilant Foodworks recognises the important contribution that
the DP Eurasia management team and employees make to the success of
the business. Jubilant Foodworks is supportive of DP Eurasia's
business plan and looks forward to continuing to work with DP
Eurasia's key management following completion of the Offer.
Articles of association
It is intended that DP Eurasia's listing on the premium listing
segment of the Official List and admission to trading on the London
Stock Exchange's Main Market will be cancelled and DP Eurasia will
be converted into a Dutch private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) if Jubilant
Foodworks has (i) by virtue of its shareholdings and acceptances of
the Offer, acquired or agreed to acquire share capital carrying 75
per cent. or more of the voting rights of DP Eurasia or Jubilant
Foodworks' share ownership following the Offer is of a level that
Jubilant Foodworks believes would be sufficient for the resolution
to pass; and (ii) has obtained acceptances of the Offer or acquired
or agreed to acquire shares from independent shareholders that
represent a majority of the voting rights held by the independent
shareholders on the date the Offer was announced. In case of a
conversion of DP Eurasia into a Dutch private company with limited
liability and a delisting of the DP Eurasia Shares, Jubilant
Foodworks intends that the articles of association will be amended
to include, among other things, (i) deletion and amendment of all
references to Euroclear Nederland and the Dutch Securities
Book-Entry Administration and Trading Act (Wet giraal
effectenverkeer), (ii) an amendment to reflect that DP Eurasia's
Board is no longer authorised to determine which part of the profit
is reserved, and (iii) an update of statutory terms (such as the
convocation period for general meetings of shareholders and the
term to prepare the annual accounts).
6. Overseas Shareholders
The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdiction. Persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. If you remain in
any doubt, you should consult your professional adviser in the
relevant jurisdiction without delay.
Unless otherwise determined by Jubilant Foodworks, and permitted
by applicable law and regulation, the Offer is not being made,
directly or indirectly, in or into or by the use of the mails of,
or by any other means or instrumentality (including, without
limitation, telephonic or electronic) of interstate or foreign
commerce of, or any facility of a national, state or other
securities exchange of, a Restricted Jurisdiction, and no person
may accept the Offer by any such use, means, instrumentality or
facility or from within a Restricted Jurisdiction. Accordingly,
copies of this announcement and any related documents are not
being, and must not be, directly or indirectly, mailed or otherwise
forwarded or distributed in, into or from any Restricted
Jurisdiction and persons receiving this announcement or any related
document (including custodians, nominees and trustees) must not
distribute or send them in, into or from a Restricted Jurisdiction.
Any person (including, without limitation, any agent, nominee,
custodian or trustee) who has a contractual or legal obligation, or
may otherwise intend, to forward this announcement or any related
document to a jurisdiction outside the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction and must not mail, send or
otherwise forward or distribute them in, into or from any
Restricted Jurisdiction. Doing so may render any purported
acceptance of the Offer invalid.
7. Delisting, cancellation of trading, conversion and post-closing restructuring
Jubilant Foodworks intends, shortly after completion of the
Offer, if Jubilant Foodworks has (i) by virtue of its shareholdings
and acceptances of the Offer, acquired or agreed to acquire share
capital carrying 75 per cent. or more of the voting rights of DP
Eurasia; or Jubilant Foodworks' share ownership following the Offer
is of a level that Jubilant Foodworks believes would be sufficient
for the resolution to pass; and (ii) has obtained acceptances of
the Offer or acquired or agreed to acquire shares from independent
shareholders that represent a majority of the voting rights held by
the independent shareholders on the date the Offer was announced,
to procure that DP Eurasia makes an application to the FCA for the
cancellation of the listing of the DP Eurasia Shares from the
premium listing segment of the Official List and to the London
Stock Exchange for the cancellation of the admission to trading of
the DP Eurasia Shares on the London Stock Exchange's Main
Market.
It is anticipated that, subject to any applicable requirements
of the London Stock Exchange, the cancellation of the listing on
the premium listing segment of the Official List and the admission
to trading on the London Stock Exchange's Main Market will take
effect no earlier than 20 Business Days after the date on which
Jubilant Foodworks has obtained the relevant shareholding and
acceptances as described above.
If the DP Eurasia Shares are delisted, Jubilant Foodworks
intends to procure that DP Eurasia be converted into a Dutch
private company with limited liability (besloten vennootschap met
beperkte aansprakelijkheid).
The delisting of the DP Eurasia Shares and the conversion of DP
Eurasia into a Dutch private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) will
significantly reduce the liquidity and marketability of any DP
Eurasia Shares in respect of which the Offer has not been accepted
at that time and their value may be affected as a consequence. Any
remaining DP Eurasia Shareholders will, in this case, become
minority shareholders in a majority controlled private company with
limited liability and may therefore be unable to sell their DP
Eurasia Shares.
In the event that that the relevant shareholding and acceptances
described above are not obtained by Jubilant Foodworks, the
delisting of the DP Eurasia Shares will not take place as part of
the Offer. In these circumstances, DP Eurasia Shareholders who have
not accepted the Offer may also find that the liquidity of their DP
Eurasia Shares, albeit still in a listed company, is now reduced
having become minority shareholders in a company majority
controlled by Jubilant Foodworks and may therefore be unable to
sell their DP Eurasia Shares.
In the event that the delisting of the DP Eurasia Shares does
not take place as part of the Offer, Jubilant Foodworks reserves
the right, subject to applicable law and regulation, to propose a
DP Eurasia shareholder resolution post-Offer, to approve the
cancellation of the listing of the DP Eurasia Shares from the
premium listing segment of the Official List and the cancellation
of the admission to trading of the DP Eurasia Shares on the London
Stock Exchange's Main Market.
Aside from the delisting of the DP Eurasia Shares and the
conversion of DP Eurasia into a Dutch private company with limited
liability, Jubilant Foodworks may seek to effect or cause to effect
a restructuring of DP Eurasia for the purpose of achieving an
optimal operational, legal, financial or fiscal structure, subject
to and in accordance with applicable laws, some of which may have
the effect of diluting the shareholding of minority DP Eurasia
Shareholders ("Other Restructuring Measures"), including:
(i) Jubilant Foodworks may seek to procure a sale and transfer
of all assets and liabilities of DP Eurasia to Jubilant Foodworks
(a "Post-Offer Asset Sale"). Pursuant to the articles of
association of DP Eurasia, a Post-Offer Asset Sale requires an
approval at a general meeting of DP Eurasia Shareholders by a
simple majority of the votes cast. Following a Post-Offer Asset
Sale, Jubilant Foodworks may procure the dissolution and
liquidation of DP Eurasia (the "Liquidation" and together with the
Post-Offer Asset Sale the "Post-Offer Asset Sale and Liquidation").
Any Liquidation distribution would generally be subject to 15 per
cent. Dutch dividend withholding tax to the extent it exceeds DP
Eurasia's average paid-in capital recognised for Dutch dividend
withholding tax purposes. The Offer Price paid for Shares tendered
under the Offer will not be subject to Dutch dividend withholding
tax. Any applicable withholding taxes, including the Dutch dividend
withholding tax, imposed on DP Eurasia Shareholders in respect of
the Liquidation distribution may be significantly greater than the
taxes that would be imposed upon such DP Eurasia Shareholders had
they tendered their Shares pursuant to the Offer;
(ii) if Jubilant Foodworks, by virtue of acceptance of the Offer
or otherwise, holds at least 95 per cent. of DP Eurasia's aggregate
issued and outstanding ordinary share capital (calculated in
accordance with the DCC), Jubilant Foodworks may commence a
compulsory acquisition procedure (uitkoopprocedure) in accordance
with article 2:92a or 2:201a DCC to buy out the DP Eurasia Shares
that are not yet held by Jubilant Foodworks and its group companies
within the meaning of the DCC (the "Compulsory Acquisition");
(iii) a subsequent public offer for any Shares held by minority DP Eurasia Shareholders;
(iv) a statutory cross-border merger (grensoverschrijdende
fusie) between Jubilant Foodworks, or an affiliate Jubilant
Foodworks, and DP Eurasia, with DP Eurasia being the disappearing
entity and Jubilant Foodworks or its affiliate (as the case may be)
being the surviving entity;
(v) a statutory (bilateral or triangular) legal merger
(juridische (driehoeks)fusie) or legal demerger (juridische
splitsing) in accordance with the DCC involving one or more members
of the DP Eurasia Group;
(vi) a contribution of cash or assets by Jubilant Foodworks or
by any affiliate of Jubilant Foodworks in exchange for new shares
in the share capital of a member of the DP Eurasia Group, in which
the pre-emptive rights (voorkeursrechten), if any, of minority DP
Eurasia Shareholders may be excluded;
(vii) a sale and transfer of assets and liabilities (i) by any
member of the DP Eurasia Group to Jubilant Foodworks or any of its
affiliates or (ii) by Jubilant Foodworks or any of its affiliates
to any member of the DP Eurasia Group;
(viii) a distribution of proceeds, cash or assets to the DP
Eurasia Shareholders or share buybacks;
(ix) the liquidation of DP Eurasia or a member of the DP Eurasia Group;
(x) a conversion of DP Eurasia into a private limited liability
company (besloten vennootschap met beperkte aansprakelijkheid);
(xi) any transaction between any member of the DP Eurasia Group
and Jubilant Foodworks or any of its affiliates at terms that may
not be at arm's length;
(xii) any transaction, including a sale or transfer of any
material asset, between members of the DP Eurasia Group or between
any member of the DP Eurasia Group and Jubilant Foodworks or any of
its affiliates with the objective of utilising any carry forward
tax losses available to the DP Eurasia Group, Jubilant Foodworks or
any of its affiliates;
(xiii) the making of any changes to the dividend policy of DP Eurasia;
(xiv) any transactions, restructurings, share issues, procedures
or proceedings in relation to any member of the DP Eurasia Group
required to effect the aforementioned objectives; or
(xv) any combination of the foregoing.
8. Further information
The bases and sources of certain information contained in this
announcement are set out in Appendix 1. Certain terms used in this
announcement are defined in Appendix 2.
This announcement will be published on Jubilant Foodworks'
website and will be available at https://www.jubilantfoodworks.com/
as soon as practicable following the publication of this
announcement. The content of the website is not incorporated into,
and does not form part of, this announcement.
The Offer will be subject to the full terms to be set out in the
Offer Document and, in respect of DP Eurasia Shares held in
certificated form, the Form of Acceptance when issued. The formal
Offer Document and, in respect of DP Eurasia Shares held in
certificated form, the Form of Acceptance will be sent to DP
Eurasia Shareholders in due course. In deciding whether or not to
accept the Offer in respect of their DP Eurasia Shares, DP Eurasia
Shareholders should consider the information contained in, and the
procedures described in, such documentation.
Save in respect of any Compulsory Acquisition (and for the
avoidance of doubt, any Post-Offer Asset Sale, Liquidation, or
Other Restructuring Measure) which shall be governed by the laws of
The Netherlands, the Offer will be governed by the laws of England
and Wales and will be subject to the jurisdiction of the Courts of
England and Wales and to further terms set out in the Offer
Document. This announcement does not constitute an offer or an
invitation to purchase or subscribe for any securities.
The availability of the Offer to DP Eurasia Shareholders may be
affected by the laws of the local jurisdictions in which they
reside. Each DP Eurasia Shareholder should inform themselves about
and observe any applicable requirements.
Enquiries:
Jubilant Foodworks
Ashish Goenka ashish.goenka@jublfood.com
Peel Hunt (Financial Adviser to Jubilant
Foodworks) +44 (0) 20 7418 8900
Oliver Jackson
Rebecca Bankhead
Monal Kathrecha
Important Notices
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Offer or otherwise, nor shall there
be any sale, issuance or transfer of securities of DP Eurasia in
any jurisdiction in contravention of applicable law.
The Offer will be made solely by means of the Offer Document
and, in respect of DP Eurasia Shares held in certificated form, the
Form of Acceptance accompanying the Offer Document, which will
contain the full terms of the Offer including details of how to
accept the Offer. Details on how to accept the Offer in respect of
DP Eurasia Shares held in uncertificated form (that is, as
Depositary Receipts held in CREST) will be set out in full in the
Offer Document. Any approval, acceptance, decision or other
response to the Offer should be made only on the basis of the
information in the Offer Document and, in respect of DP Eurasia
Shares held in certificated form, the Form of Acceptance. DP
Eurasia Shareholders are strongly advised to read the formal
documentation in relation to the Offer once it has been
despatched.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Jubilant Foodworks and for no-one else in connection with the
matters referred to in this Announcement and will not be
responsible to any person other than Jubilant Foodworks for
providing the protections afforded to clients of Peel Hunt, nor for
providing advice in relation to the matters referred to herein.
Neither Peel Hunt nor any of its 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 in connection with
the matters referred to in this Announcement, or otherwise.
Overseas Shareholders
This announcement has been prepared in accordance with English
law and the information disclosed may not be the same as that which
would have been disclosed in accordance with the laws and
regulations of jurisdictions outside England. The statements
contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to
them, and there shall be no implication that there has been no
change in the facts set forth in this announcement since such
date.
The release, publication or distribution of this announcement
and the availability of the Offer in or into jurisdictions other
than the United Kingdom may be affected by the laws and regulations
of those jurisdictions. Persons who are not resident in the United
Kingdom, or who are subject to the laws of any jurisdiction other
than the United Kingdom, should inform themselves about, and
observe any applicable requirements. Any person (including, without
limitation, nominees, trustees and custodians) who would, or
otherwise intends to, forward this announcement or any accompanying
document to any jurisdiction outside the United Kingdom should
refrain from doing so and seek appropriate professional advice
before taking any action. Any failure to comply with the applicable
legal or regulatory requirements may constitute a violation of the
laws and/or regulations of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Offer disclaim any responsibility and liability for
the violation of such restrictions by any person.
Unless otherwise determined by Jubilant Foodworks, and permitted
by applicable law and regulation, the Offer is not being made,
directly or indirectly, in or into or by use of the mails or any
other means or instrumentality (including, without limitation,
telephonic or electronic) of interstate or foreign commerce of, or
any facility of a national, state or other securities exchange of,
a Restricted Jurisdiction, and no person may accept the Offer by
any such use, means, instrumentality or facility or from within a
Restricted Jurisdiction. Accordingly, copies of this announcement
and any related documents are not being, and must not be, directly
or indirectly, mailed or otherwise forwarded or distributed in,
into or from a Restricted Jurisdiction and persons receiving this
announcement or any related document (including custodians,
nominees and trustees) must not distribute or send them in, into or
from a Restricted Jurisdiction. Doing so may invalidate any
purported acceptance of the Offer.
Notice to US shareholders
The Offer will be made for securities of a public limited
liability company (naamloze vennootschap) incorporated under the
laws of The Netherlands, with its corporate seat in Amsterdam, The
Netherlands and is being made in the United States in compliance
with all applicable laws and regulations, including, to the extent
applicable Section 14(e) of the US Securities Exchange Act of 1934,
as amended (the "US Exchange Act"), and Regulation 14E thereunder
(in each case, subject to any exemptions or relief therefrom, if
applicable) and otherwise in accordance with the disclosure and
procedural requirements of United Kingdom and Dutch law. US
Shareholders should read the entire Offer Document, which contains
important information about the Offer and the Shares. Shareholders
in the United States are advised that the Shares are not listed on
a US securities exchange and that DP Eurasia is not subject to the
periodic reporting requirements of the US 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 securities commission of any state of the United States has
approved the Offer, passed upon the fairness of the Offer or passed
upon the adequacy or accuracy of this announcement. Any
representation to the contrary is a criminal offence in the United
States.
In accordance with normal United Kingdom market practice and to
the extent permissible under applicable law or regulatory
requirements, including Rule 14e-5 under the US Exchange Act,
Jubilant Foodworks, and its affiliates or its brokers and its
broker's affiliates (acting as agents for Jubilant Foodworks or its
affiliates, as applicable) may from time to time, both prior to the
making of the Offer and whilst the Offer, if and when made, remains
open for acceptances, make certain purchases of, or arrangements to
purchase, DP Eurasia Shares outside the United States otherwise
than under the Offer, such as in the open market or through
privately negotiated purchases. Such purchases, or arrangements to
purchase, shall comply with applicable rules in the United Kingdom
and the rules of the London Stock Exchange. Details about any such
purchases will be available from any Regulatory Information
Service, including the regulatory news service on the London Stock
Exchange website (www.londonstockexchange.com).
The receipt of cash pursuant to the Offer by a US holder of DP
Eurasia Shares may be a taxable transaction for US federal income
tax purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each holder of DP Eurasia Shares is
urged to consult its independent professional adviser immediately
regarding the tax consequences of accepting the Offer.
Jubilant Foodworks is a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) incorporated
under the laws of The Netherlands, with its corporate seat in
Amsterdam, The Netherlands. It is a wholly owned subsidiary of
Jubilant Foodworks Limited. Some or all of the officers and
directors of Jubilant Foodworks and DP Eurasia, respectively, are
residents of countries other than the United States. In addition,
most of the assets of Jubilant Foodworks and DP Eurasia are located
outside the United States. As a result, it may be difficult for US
shareholders of DP Eurasia to sue, or effect service of process
within the United States upon, Jubilant Foodworks, DP Eurasia, or
their respective officers or directors. Further, it may be
difficult to compel a non-US entity and its affiliates to subject
themselves to a US court's judgment or to enforce against them a
judgment of a US court predicated upon the federal or state
securities laws of the United States.
Cautionary note regarding forward looking statements
This announcement contains certain statements which are, or may
be deemed to be, "forward-looking statements" which are prospective
in nature. The words "believe", "anticipate", "expect", "intend",
"aim", "plan", "predict", "continue", "assume", "positioned",
"may", "will", "should", "shall", "risk" and other similar
expressions that are predictions of or indicate future events and
future trends identify forward-looking statements. These
forward-looking statements include all matters that are not current
or historical facts. By their nature, forward-looking statements
involve risks and uncertainties because such statements relate to
events and depend on circumstances that may or may not occur in the
future. Forward-looking statements are not indicative of future
performance and Jubilant Foodworks' or DP Eurasia's actual results
of operations, financial condition and liquidity, and the
development of the industry in which Jubilant Foodworks or DP
Eurasia sources operates, may differ materially from those made in
or suggested by the forward-looking statements contained in this
announcement. The cautionary statements set out above should be
considered in connection with any subsequent written or oral
forward-looking statements that Jubilant Foodworks, or persons
acting on its behalf, may issue.
No profit forecasts or estimates
Nothing in this announcement is intended or shall be deemed to
be a forecast, projection or estimate of the future financial
performance of Jubilant Foodworks or DP Eurasia and no statement in
this announcement should be interpreted to mean that earnings or
earnings per share of Jubilant Foodworks or DP Eurasia (where
relevant) for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Jubilant Foodworks or DP Eurasia, as
appropriate.
Publication on website
This announcement will be published on Jubilant Foodworks'
website and will be available at https://www.jubilantfoodworks.com/
as soon as practicable following the publication of this
announcement. The content of the website is not incorporated into,
and does not form part of, this announcement.
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.
Appendix I - SOURCES AND BASES
Save as otherwise set out in announcement, the following
constitute the bases and sources of information referred to in this
announcement:
1.1 references to the existing issued and outstanding share
capital of DP Eurasia are to the number of DP Eurasia Shares in
issue as at 27 November 2023, being the last Business Day prior to
the date of this announcement, which was 146,590,620 DP Eurasia
Shares. The ISIN for the DP Eurasia Shares is NL0012328801;
1.2 all prices for DP Eurasia Shares have been derived from the
Daily Official List and represent Closing Prices on the relevant
date(s);
1.3 references to the VWAP per DP Eurasia Share for the 90 day
and 12 month periods ended 27 November 2023 are derived from data
provided by Bloomberg; and
1.4 certain figures included in this announcement have been
subject to rounding adjustments.
Appendix II - DEFINITIONS
"Business Day" any day, other than a public holiday, Saturday
or Sunday, when banks generally are open
in London and The Netherlands for general
banking business
"Closing Date" the date on which the Offer closes for acceptances,
to be set out in the Offer Document
"Compulsory Acquisition" has the meaning set out in paragraph 7 of
this announcement
"DCC" the Dutch Civil Code (Burgerlijk Wetboek)
"Depositary" any securities depositary, any securities
settlement system, any clearing house or
agency, and any book-entry securities system
which DP Eurasia may use, directly or indirectly,
from time to time
"Depositary Receipts" independent securities constituted under
or "DRs" English law and issued and outstanding,
by the Depositary in respect of, and representing
on a one-for-one basis, underlying DP Eurasia
Shares which may be held or transferred
through the CREST system
"DP Eurasia" DP Eurasia, a public limited liability company
(naamloze vennootschap) incorporated under
the laws of The Netherlands, with its corporate
seat in Amsterdam, The Netherlands and registered
with the trade register of the Dutch Chamber
of Commerce under number 67090753
"DP Eurasia Group" DP Eurasia and its subsidiaries and subsidiary
undertakings
"DP Eurasia Shareholders" holders of DP Eurasia Shares, including,
as the context so requires, the DR Holders
"DP Eurasia Shares" issued and outstanding ordinary shares in
the capital of DP Eurasia with a nominal
value of EUR 0.12 each, and "DP Eurasia
Share" shall be construed accordingly
"DR Holders" the holders of Depositary Receipts
"Dutch Takeover Rules" Chapter 5.5 of the Dutch Financial Supervision
Act (Wet op het financieel toezicht) and
the rules promulgated thereunder, including
the Decree on Public Takeovers ( Besluit
Openbare Biedingen Wft ) and the Exemption
Decree Public Takeover Bids (Vrijstellingsbesluit
Overnamebiedingen Wft)
"FCA" the Financial Conduct Authority
"Jubilant Foodworks" Jubilant Foodworks Netherlands B.V., a private
company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid)
incorporated under the laws of The Netherlands,
with its corporate seat in Amsterdam, The
Netherlands and registered with the trade
register of the Dutch Chamber of Commerce
under number 81896522
"Jubilant Foodworks the board of directors of Jubilant Foodworks,
Directors" being Sanjay Mohta, Sreenivas Sreekanth
Perepu, Parthiv Arun Mehta and Anantkumar
Ambadas Malekar.
"Jubilant Foodworks Jubilant Foodworks and its subsidiaries
Group" and subsidiary undertakings
"Liquidation" has the meaning set out in paragraph 7 of
this announcement
"London Stock Exchange" the London Stock Exchange plc or its successor
"Main Market" the main market for listed securities of
the London Stock Exchange
"Offer" the cash offer intended to be made by Jubilant
Foodworks to acquire all the DP Eurasia
Shares not already owned by Jubilant Foodworks
on the terms to be set out in the Offer
Document including, where the context so
requires, any subsequent revision, variation,
extension or renewal of such offer and includes
any election available in connection with
it
"Offer Price" 85 pence per share in cash for each DP Eurasia
Share
"Official List" the Official List of the FCA
"Other Restructuring has the meaning set out in paragraph 7 of
Measures" this announcement
"Overseas Shareholders" DP Eurasia Shareholders or DR Holders who
are resident in, ordinarily resident in,
or citizens of, jurisdictions outside the
United Kingdom
"Post-Offer Asset has the meaning set out in paragraph 7 of
Sale " this announcement
"Post-Offer Asset has the meaning set out in paragraph 7 of
Sale and Liquidation this announcement
"
"Restricted Jurisdiction" any jurisdiction where local laws or regulations
may result in a significant risk of civil,
regulatory or criminal exposure if information
concerning the Offer is sent or made available
to DP Eurasia Shareholders in that jurisdiction
"SEC" US Securities and Exchange Commission
"UK MAR" 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
"US Exchange Act" all applicable US laws and regulations,
including, to the extent applicable Section
14(e) of the US Securities Exchange Act
of 1934, as amended
"VWAP" volume-weighted average price
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
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use the personal data you provide us, please see our Privacy
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END
OFFFEESWAEDSEIF
(END) Dow Jones Newswires
November 28, 2023 02:54 ET (07:54 GMT)
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