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 OR
REGULATIONS OF SUCH JURISDICTION
FOR
IMMEDIATE RELEASE
30 January
2024
DP Eurasia
N.V.
("DP
Eurasia" or the "Company", and together
with its subsidiaries, the "Group")
Notification of 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 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.
DP Eurasia notes the announcement
earlier today by Jubilant Foodworks Netherlands B.V. ("Jubilant Foodworks") 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 (the
"Announcement").
In the Announcement, Jubilant Foodworks confirms that,
as at 11:00am on 30 January 2024:
· it 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 on 30
January 2024); and
· together with the
DP Eurasia Shares that Jubilant Foodworks already
holds (representing approximately 56.1 per cent. of DP Eurasia's
issued and outstanding share capital on 30 January
2024), 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
As a result of the Announcement,
Jubilant Foodworks has satisfied the relevant requirements under
Listing Rule 5.2.10 and, as such, the 20 business day notice period
as set out in the Increased Offer Document for the cancellation of
the listing and admission to trading of DP Eurasia Shares has
commenced.
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 being expected to taking effect on or shortly after
8.00 a.m. (London time) on 27 February 2024.
Jubilant Foodworks has stated in the
Increased Offer Document that, following the cancellation of
listing and trading of DP Eurasia Shares, it 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 but not defined in this announcement shall have the
meanings set out in the Increased Offer Document.
Enquiries
DP
Eurasia N.V.
|
|
Neval Korucu, CFO
|
+90 212 280 9636
|
|
|
Buchanan (Financial
Communications)
|
|
Richard Oldworth / Toto Berger /
Verity Parker
|
+44 20 7466 5000
dp@buchanan.uk.com
|
Liberum (Financial Adviser,
Corporate Broker)
Corporate Broking: Andrew Godber /
Edward Thomas / Will King
M&A: Tim Medak / Mark Harrison /
Matt Hogg
|
+44 20 3100 2000
|
|
|
Important Notices
Liberum Capital Limited ("Liberum"),
which is authorised and regulated in the United Kingdom by the FCA,
is acting as financial adviser exclusively for the Company 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 the Company 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 the Company.
This announcement is not intended
to, and does not, constitute or form part of any 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 this announcement or otherwise. The distribution of this
announcement in jurisdictions other than the United Kingdom and the
availability of any offer to shareholders of the Company who are
not resident in the United Kingdom may be affected by the laws of
relevant jurisdictions. Therefore, any persons who are subject to
the laws of any jurisdiction other than the United Kingdom or
shareholders of the Company who are not resident in the United
Kingdom will need to inform themselves about, and observe any
applicable requirements.
Forward-looking
statements
This document, including information
included or incorporated by reference in this document, may include
statements that are, or may be deemed to be, "forward-looking
statements". These forward-looking statements may be identified by
the use of forward-looking terminology, including the terms
"targets", "believes", "estimates", "plans", "projects",
"anticipates", "expects", "intends", "may", "will" or "should" or,
in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts and
involve predictions. Forward-looking statements may and often do
differ materially from actual results. Any forward-looking
statements reflect the Company's current view with respect to
future events and are subject to risks relating to future events
and other risks, uncertainties and assumptions relating to the
Company's business, results of operations, financial position,
liquidity, prospects, growth or strategies and the industry in
which it operates. Forward-looking statements speak only as of the
date they are made and cannot be relied upon as a guide to future
performance. There are many factors that could cause actual results
to differ materially from those expressed or implied in
forward-looking statements. Among such factors are changes in the
global, political, social, economic, business, competitive, market
and regulatory forces, future exchange and interest rates, changes
in tax rates, future business combinations or disposals, and any
epidemic, pandemic or disease outbreak.
These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. By their nature, these
forward-looking statements involve known and unknown risks and
uncertainties because they relate to events and depend on
circumstances that will occur in the future. The factors described
in the context of such forward-looking statements in this document
may cause the actual results, performance or achievements of any
such person, or industry results and developments, to be materially
different from any results, performance or achievements expressed
or implied by such forward-looking statements. No assurance can be
given that such expectations will prove to have been correct and
persons reading this document are therefore cautioned not to place
undue reliance on these forward-looking statements that speak only
as at the date of this document. All subsequent oral or written
forward-looking statements attributable to the Company or its
affiliates or any persons acting on its behalf are expressly
qualified in their entirety by the cautionary statement above. The
Company does not intend, nor undertakes any obligation, to update
publicly or revise forward-looking statements, whether as a result
of new information, future events or otherwise, except to the
extent legally required.
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 the Company and no
statement in this announcement should be interpreted to mean that
earnings or earnings per share of the Company for the current or
future financial years would necessarily match or exceed the
historical published earnings or earnings per share for the
Company.