TIDMDPEU
RNS Number : 0507A
Jubilant Foodworks Netherlands B.V.
17 January 2024
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 INCREASED
OFFER REFERRED TO IN THIS ANNOUNCEMENT IS MADE SOLELY BY WAY OF THE
INCREASED OFFER DOCUMENT WHICH CONTAINS THE FULL TERMS OF THE
INCREASED OFFER, INCLUDING DETAILS OF HOW THE INCREASED OFFER MAY
BE ACCEPTED.
FOR IMMEDIATE RELEASE
17 January 2024
RECOMMED INCREASED AND FINAL CASH OFFER FOR
DP EURASIA N.V.
by
JUBILANT FOODWORKS NETHERLANDS B.V.
a wholly owned subsidiary of Jubilant FoodWorks Limited
Publication of Increased Offer Document
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
Announcement").
On 19 December 2023, the board of Jubilant Foodworks announced
an increase to the Original Offer to 95 pence per DP Eurasia Share
and the publication of the offer document containing the full terms
and conditions of the Original Offer and the procedures for its
acceptance (the "Original Offer Document").
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
Price") (the "Increased Offer").
Increased Offer Document
The board of Jubilant Foodworks is pleased to announce that the
offer document, containing the full terms and conditions of the
Increased Offer and the procedures for its acceptance (the
"Increased Offer Document"), is being published today.
The Closing Date of the Increased Offer is 1 p.m. on 31 January
2024.
The Increased Offer Document and a copy of this announcement
will be available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, as soon as
practicable on Jubilant Foodwork Limited's website at
https://www.jubilantfoodworks.com/.
Your attention is drawn to the letter of recommendation from
Ahmet Ashabo lu, Chairman of DP Eurasia (on behalf of the DP
Eurasia Independent Directors) in Part II of the Increased Offer
Document, which sets out the reasons why the DP Eurasia Independent
Directors consider the terms of the Increased Offer to be fair and
reasonable and unanimously recommend that all DP Eurasia
Shareholders accept the Increased Offer.
Unless otherwise stated, words defined in the Increased Offer
Document have the same meanings in this announcement.
Recommended Increased and Final Cash Offer
The Increased Offer values the total issued and outstanding
share capital of DP Eurasia at approximately GBP161.2m and the
issued and outstanding share capital not currently owned by
Jubilant Foodworks at approximately GBP73.1m. The Increased Offer
will amend 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.
The Increased Offer represents a substantial premium of:
-- 29.4 per cent. to the Original Offer Price of 85.0 pence per
DP Eurasia Share as announced on 28 November 2023 in the Original
Offer Announcement;
-- 60.6 per cent. to the closing share price of 68.5 pence per
DP Eurasia Share on 27 November 2023 (being the latest practicable
date prior to the publication of the Original Offer
Announcement);
-- 60.6 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 latest practicable date prior to the publication of
the Original Offer Announcement); and
-- 110.9 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 latest practicable date prior to the publication of
the Original Offer Announcement).
The Increased Offer is unconditional and not subject to the
satisfaction of any condition (including, no minimum acceptance
condition). The Increased Offer is being made for the purposes and
in accordance with the requirements of the Mandatory Bid
Provisions.
Acceptances and irrevocable undertakings
As at close of business on 16 January 2024, Jubilant Foodworks
had received valid acceptances of the Original Offer in respect of
a total of 65,559 DP Eurasia Shares (representing approximately
0.04 per cent. of DP Eurasia's issued and outstanding share capital
on the Latest Practicable Date).
As at the date of this announcement, Jubilant Foodworks has
received irrevocable undertakings in respect of a total of
44,479,651 DP Eurasia Shares (representing approximately 30.3 per
cent. of DP Eurasia's issued and outstanding share capital on 16
January 2024, being the latest practicable date prior to the
publication of this announcement.
Therefore, taken together with the DP Eurasia Shares that it
already holds or has agreed to acquire through market purchases
(representing approximately 54.9 per cent. of DP Eurasia's issued
and outstanding share capital on the Latest Practicable Date),
Jubilant Foodworks holds, or has received valid acceptances or
irrevocable commitments in respect of 85.2 per cent. of DP Eurasia
Shares.
On the basis that the irrevocable undertakings detailed above
are complied with in respect of all DP Eurasia Shares held by each
DP Eurasia Shareholder who provided an irrevocable undertaking, the
requirements under Listing Rule 5.2.10 of the UK Listing Rules will
be able to be satisfied, upon which Jubilant Foodworks intends to
delist DP Eurasia, as further detailed in the Increased Offer
Document.
Acceptance of the Increased Offer
Details on the procedure for acceptance of the Increased Offer
is set out in Sections B and C of Part III of the Increased Offer
Document.
If you have already validly accepted the Original Offer, you
will automatically be deemed to have accepted the terms of the
Increased Offer by virtue of your prior acceptance and therefore
you need not take any further action or make a further
acceptance.
Jubilant Foodworks understands that all DP Eurasia Shares held
in dematerialised form are held in CREST as Depositary Interests.
Jubilant Foodworks also understands that, whilst there are
dematerialised DP Eurasia Shares held in Clearstream as well, those
DP Eurasia Shares represent corresponding Depositary Interests held
in CREST. As such, it is understood there are no dematerialised DP
Eurasia Shares held solely in Clearstream. However, if you have, or
come to have, dematerialised DP Eurasia Shares held solely in
Clearstream and that, in either case, have not otherwise been
transferred so that they are held as Depositary Interests in CREST,
you should contact Link Market Services Limited by email at
shareholderenquiries@linkgroup.co.uk .
If you do not hold your DP Eurasia Shares in dematerialised form
(that is, as Depositary Interests in CREST or dematerialised shares
in Clearstream) and instead hold registered shares, you should
contact Link Market Services Limited by email at
shareholderenquiries@linkgroup.co.uk . A deed of transfer may be
provided to you. The terms set out in any deed of transfer will be
deemed to form part of the terms applicable to this Increased
Offer.
If you require further assistance on how to make an Electronic
Acceptance, please contact the Receiving Agent, Link Market
Services Limited, on 0371 664 0300* if calling from within the UK)
or on +44 208 639 3399 (if calling from outside the UK).
If you are in any doubt about the Increased Offer or the action
you should take, you are recommended to immediately seek your own
financial advice from a stockbroker, bank manager, solicitor,
accountant or other independent financial adviser authorised under
the Financial Services and Markets Act 2000 (as amended) if you are
resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser in the
relevant jurisdiction.
You may request a hard copy of the Increased Offer Document by
contacting the Receiving Agent, Link Market Services Limited, on
0371 664 0300* (if calling from within the UK) or on +44 208 639
(if calling from outside the UK).
*Calls are charged at the standard geographic rate and will vary
by provider. Calls outside the United Kingdom will be charged at
the applicable international rate. Lines are open between 09:00 -
17:30, Monday to Friday excluding public holidays in England and
Wales. Different charges may apply to calls from mobile telephones
and calls may be recorded and randomly monitored for security and
training purposes. The helpline cannot provide advice on the merits
of the Increased Offer, nor give any financial, legal or tax
advice.
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.
İlknur Kocaer, CFA - Investor Relations
Director +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.
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END
OUPDZGMMKNGGDZM
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