DP Poland PLC Placing and Director appointments -2-

undertakes any obligation (other than, in the case of DP Poland, pursuant to the AIM Rules for Companies) to update publicly any of the information contained in this Announcement, including any forward-looking statements, in the light of new information, change in circumstances or future events.

Appendix

The Placing

The Placing is conditional, amongst other things, on: (i) Shareholders passing the Resolutions at the General Meeting; (ii) the placing agreement between the Company and Peel Hunt (the "Placing Agreement") becoming unconditional and not having been terminated prior to Admission; and (iii) Admission having become effective by no later than 8.00 am on 30 November 2012 (or such later date as the Company and Peel Hunt may agree, not being later than 14 December 2012).

Pursuant to the Placing Agreement, Peel Hunt has conditionally agreed to use its reasonable endeavours, as agent for the Company, to place the Placing Shares at the Placing Price. The Placing is not being underwritten. The Company has agreed to pay Peel Hunt a placing commission together with certain costs and expenses incurred in connection with the Placing.

The Placing Agreement also contains warranties by the Company in favour of Peel Hunt as to certain matters relating to the Company and its business. In addition, the Company has given certain undertakings to Peel Hunt and has agreed to indemnify Peel Hunt in relation to certain liabilities it may incur in respect of the Placing. Peel Hunt has the right to terminate the Placing Agreement prior to Admission in certain circumstances.

EIS and VCT Schemes

The Company has applied for and obtained advanced assurance from HMRC that the Placing Shares placed with VCT Schemes are expected to constitute a qualifying holding for such VCT Schemes. HMRC has also confirmed that the Placing Shares should satisfy the requirements for tax relief under EIS.

Although the Company currently expects to satisfy the relevant conditions for VCT investment and to remain a qualifying company for EIS purposes, no guarantee or assurance can be given in that regard.

Reasons for the Placing and use of proceeds

The Placing is being undertaken in order to provide DP Poland with access to the additional capital resources required to implement DP Poland's plans to open further Domino's Pizza branded stores in Poland, to increase the marketing spend across all existing and new DP Poland-owned stores and to provide funding for its business through to anticipated EBITDA break even.

In deciding to structure the equity fundraising as a Placing, and in determining the price at which the Placing would be undertaken, the Directors considered a number of factors, including the current financial and trading position of the Company and a desire to achieve certainty within the shortest possible timeframe. The Directors also took into consideration that the majority of the Company's institutional Shareholders were given the opportunity to participate in the Placing.

Related party transactions

JM Finn & Co Ltd ("JM Finn") has agreed to subscribe for a total of 3,102,332 Placing Shares. As a result of their participation in the Placing, JM Finn is deemed to be a "related party" for the purposes of Rule 13 of the AIM Rules.

Accordingly, for the purposes of the AIM Rules, Peel Hunt, in its capacity as the Company's nominated adviser, considers that the terms on which JM Finn will participate in the Placing are fair and reasonable insofar as Shareholders are concerned.

AIM Rule 17 disclosures

The following directorships and previous directorships are notifiable for Chris Moore and Gerry Ford respectively:

Chris Moore

 
     D.P. NEWCASTLE LIMITED 
      DOMINO'S PIZZA UK & IRELAND LIMITED* 
      DOMINO'S PIZZA GROUP PLC* 
      DP REALTY LIMITED* 
      AMERICAN PIZZA COMPANY LIMITED(THE)* 
      DP CAPITAL LIMITED* 
      DP GROUP DEVELOPMENTS LIMITED* 
      LIVE BAIT LIMITED* 
      DPG HOLDINGS LIMITED* 
      DOMINO'S LEASING LIMITED*

*No longer a director

Gerry Ford

 
     PALADIN ASSOCIATES LIMITED 
      PALADIN PAUL HOLDINGS SARL 
      NERO HOLDINGS LIMITED 
      CAFFE NERO GROUP LIMITED 
      CAFFE NERO GIDA URUNLERI AS 
      AROMA LIMITED 
      ROME BIDCO LIMITED 
      ROME HOLDCO SARL 
      ROME INTERMEDIATE CO LIMITED 
      ROME INTERMEDIATE HOLDINGS SARL 
      ROME PIK HOLDCO LIMITED 
      ROME PIKCO LIMITED 
      ROME TOPCO UNLIMITED 
      CAFFE NERO INVESTMENTS LIMITED 
      CAFFE NERO VENTURES LIMITED 
      NERO COFFEE ROASTING LIMITED 
      GREEN COFFEE SP. z.o.o.

Shareholder approval and recommendation

The Placing is conditional upon, amongst other things, the approval of Shareholders at the General Meeting. The Circular will be posted to Shareholders today, providing further details of the Placing and incorporating a notice convening the General Meeting at which the Resolutions will be proposed. The Board believes that the Placing is in the best interests of the Company and its Shareholders, and recommends that Shareholders vote in favour of the Resolutions at the General Meeting, as the Directors intend to do in respect of their own beneficial holdings of 1,610,213 Ordinary Shares, representing approximately 6.3 per cent of the existing Ordinary Shares.

The General Meeting will be held at 11.00 am on 26 November 2012.

The Company will also make copies of the Circular (including the notice of General Meeting) available on its website at www.dppoland.com.

Action to be taken

A Form of Proxy for use at the General Meeting will accompany the Circular. The Form of Proxy should be completed in accordance with the instructions thereon and returned to the Company's Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. The completion and return of a Form of Proxy will not preclude Shareholders from attending the General Meeting and voting in person should they wish to do so.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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