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 CONTAINS INSIDE
INFORMATION.
FOR
IMMEDIATE RELEASE
30
January 2024
RECOMMENDED INCREASED AND FINAL CASH
OFFER FOR
DP EURASIA N.V.
by
JUBILANT FOODWORKS NETHERLANDS
B.V.
a wholly owned subsidiary of
Jubilant FoodWorks Limited
Acceptance Level Update and
Cancellation of Listing and Admission to Trading
On 28 November 2023, the board of
Jubilant Foodworks Netherlands B.V. ("Jubilant Foodworks") (a wholly owned
subsidiary of Jubilant FoodWorks Limited) announced its intention
to launch 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 "Original Offer "). The Original Offer
was increased to 95 pence per DP Eurasia Share on 19 December
2023.
On 16 January 2024, the Independent
DP Eurasia Directors and Jubilant Foodworks announced that they had
reached an agreement on the terms of a recommended increased and
final cash offer to be made by Jubilant Foodworks for the entire
issued and outstanding share capital of DP Eurasia not already
owned by Jubilant Foodworks at a price of 110 pence per DP Eurasia
Share (the "Increased
Offer"). The offer document setting out the terms of the
Increased Offer was published on 17 January 2024 (the "Increased Offer Document"). The
Increased Offer amends the Original Offer, and the Increased Offer
Price will be received in respect of any DP Eurasia Shares in
relation to which the Original Offer has been previously accepted
as well as all DP Eurasia Shares in respect of which the Increased
Offer is accepted.
Acceptance Level Update
Jubilant Foodworks announces that it has (by virtue of its
shareholdings and acceptances of the Increased Offer, including all
previous acceptances of the Original
Offer), acquired, or agreed to acquire, DP Eurasia Shares
representing more than 75 per cent. of the voting rights in DP
Eurasia and the 20 business day notice period for the cancellation
of the listing and admission to trading of DP Eurasia Shares has
commenced.
As at 11:00am on 30 January 2024,
Jubilant Foodworks had received valid acceptances of the Increased
Offer in respect of a total of 28,831,089 DP Eurasia Shares
(representing approximately 19.7 per cent. of DP Eurasia's issued
and outstanding share capital as at 11:00am on 30 January 2024,
being the latest practicable date prior to the publication of this
announcement (the "Latest
Practicable Date").
Together with the DP Eurasia Shares
that it already holds (representing approximately 56.1 per cent. of
DP Eurasia's issued and outstanding share capital on the Latest
Practicable Date), Jubilant Foodworks holds or has received
acceptances in respect of 75.8 per cent. of DP Eurasia
Shares.
Cancellation of listing and admission to
trading
Accordingly, the listing of DP
Eurasia Shares on the premium listing segment of the Official List
and the trading of DP Eurasia Shares on the London Stock Exchange's
Main Market is to be cancelled. The cancellation of listing and
trading of DP Eurasia Shares will take effect on or shortly after
8.00 a.m. (London time) on 27 February 2024. Jubilant Foodworks then intends to convert DP Eurasia into a
Dutch private company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid) and to ultimately acquire 100% of the DP
Eurasia Shares and/or the business and operations of DP
Eurasia.
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
Increased Offer has not been accepted 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.
Following the delisting of the DP
Eurasia Shares and in addition to the conversion of DP Eurasia into
a Dutch private company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid), Jubilant Foodworks intends to 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").
It should be
noted by DP Eurasia Shareholders that are yet to accept the
Increased Offer that any applicable withholding taxes, including a
15 per cent. Dutch dividend withholding tax, imposed on DP Eurasia
Shareholders in respect of any Liquidation distribution following a
Post-Offer Asset Sale, or pursuant to any Other Restructuring
Measure may be significantly greater than the taxes that would be
imposed upon such DP Eurasia Shareholders had their DP Eurasia
Shares been accepted pursuant to the Increased Offer.
Further information on this, the
Other Restructuring Measures and the associated risks for DP
Eurasia Shareholders are set out in the Increased Offer
Document.
DP
Eurasia Shareholders that have not accepted the Increased Offer are
therefore urged to accept without delay. The Closing Date for
accepting the Increased Offer is 1.00 p.m. on 31 January
2024.
Further details on how to accept the
Increased Offer are set out in the Increased Offer Document.
The Increased Offer Document is available, subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Jubilant Foodworks Limited's website at
https://www.jubilantfoodworks.com/.
Unless otherwise stated, defined
terms used by not defined in this announcement shall have the
meanings set out in the Increased Offer Document.
Enquiries:
Jubilant Foodworks
|
|
Siddharth Anand
|
siddharth.anand@jublfood.com
|
|
|
|
|
Peel Hunt (Financial Adviser to Jubilant
Foodworks)
|
+44
(0) 20 7418 8900
|
Oliver Jackson
|
|
Rebecca Bankhead
|
|
Monal Kathrecha
|
|
|
|
DP Eurasia N.V.
|
|
Neval Korucu, CFO
|
+90 212 280 9636
|
|
|
Liberum (Financial Adviser, Corporate Broker
to DP Eurasia)
|
+44 20 3100 2000
|
Corporate Broking: Andrew
Godber
|
|
Edward Thomas
|
|
Will King
|
|
|
|
M&A: Tim Medak
|
|
Mark Harrison
|
|
Matt Hogg
|
|
|
|
Buchanan (Financial Communications)
|
+44 20 7466 5000
|
Richard Oldworth
|
dp@buchanan.uk.com
|
Toto Berger
|
|
Verity Parker
|
|
|
|
About Jubilant Foodworks
Jubilant FoodWorks Limited (NSE,
BSE: JUBLFOOD), Jubilant Foodworks' parent company, 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 Limited
launched its first owned-restaurant brand 'Hong's Kitchen' in the
Chinese cuisine segment which now has 18 restaurants across three
cities. All store counts referred to in this paragraph are as at 30
September 2023.
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 Increased 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 Increased Offer is made solely
by means of the Increased Offer Document and, in respect of DP
Eurasia Shares held in registered form, any deed of transfer, which
contains the full terms of the Increased Offer including details of
how to accept the Increased Offer. Details on how to accept the
Increased Offer in respect of DP Eurasia Shares held as Depositary
Interests held in CREST are set out in full in the Increased Offer
Document. Any approval, acceptance, decision or other response to
the Increased Offer should be made only on the basis of the
information in the Increased Offer Document. DP Eurasia
Shareholders are strongly advised to read the formal documentation
in relation to the Increased Offer.
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.
Liberum Capital Limited
("Liberum"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as financial adviser exclusively for DP Eurasia 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 DP Eurasia for providing the
protections afforded to clients of Liberum, nor for providing
advice in relation to the contents of this announcement or any
other matter referred to herein. Neither Liberum 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 Liberum in connection with this
announcement, any statement contained herein or otherwise. Neither
Liberum 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 DP Eurasia.
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
Increased 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 Increased 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 Increased 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 Increased 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 Increased Offer.
Notice to US shareholders
The Increased Offer is being 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 Increased Offer
Document, which contains important information about the Increased
Offer and the DP Eurasia Shares. The Increased Offer is being 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 Increased Offer, passed upon the fairness of the
Increased 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 whilst the Increased Offer remains open for acceptances
make certain purchases of, or arrangements to
purchase, DP Eurasia Shares outside the United States otherwise
than under the Increased
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 Increased 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 Increased 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, DP Eurasia, or persons acting
on the behalf of either of them, 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 (i) Jubilant FoodWorks Limited's website and will be available
at https://www.jubilantfoodworks.com/
and (ii) DP Eurasia's website and will be
available at https://dpeurasia.com/
as soon as practicable following the publication
of this announcement. The content of those websites 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.