TIDMDPP
RNS Number : 6811W
DP Poland PLC
19 August 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE
THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
19 August 2022
DP Poland plc
(" DP Poland " or " the Company ")
Result of Placing and Subscriptions
The Board of DP Poland (AIM: DPP), the operator of Domino's
pizza stores and restaurants across Poland, is pleased to announce
that further to the announcement made yesterday (the "Launch
Announcement"), the Company has raised gross Fundraising proceeds
of GBP4.8 million.
The Fundraising proceeds are broken down as follows:
-- approximately GBP2.6 million through the issue of 31,875,000 M&M Subscription Shares
-- approximately GBP2.0 million through the Placing of 25,625,000 Placing Shares; and
-- approximately GBP0.2 million through the issue of 2,000,000 Subscriptions' Shares,
in each case, issued at the Issue Price of 8 pence per New
Share. The 59,500,000 New Shares, in aggregate, together represent
approximately 9.12% of the existing issued share capital of the
Company.
The Placing is subject to the conditions set out in the Launch
Announcement.
The net proceeds receivable by the Company from the Fundraising
will be used to continue to work towards the Company's objective of
becoming a market leader in Poland, including through the store
roll out programme and capital expenditure, as set out in the
Launch Announcement.
Admission, Settlement and Dealings
Application has been made to the London Stock Exchange for
admission of the New Shares to trading on AIM and Admission is
expected to take place at 8.00 a.m. on 24 August 2022. Immediately
following Admission, the Enlarged Share Capital is expected to
comprise 711,873,431 Ordinary Shares. Each Ordinary Share has one
voting right. The Company does not hold any Ordinary Shares in
treasury. Therefore, the total number of Ordinary Shares and voting
rights in the Company will be 711,873,431.
This figure may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Capitalised terms used in this announcement (this
"Announcement") have the meanings given to them in the Launch
Announcement, unless the context provides otherwise.
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this announcement.
This Announcement is released by DP Poland plc and contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) 596/2014 (MAR) and the UK version of MAR
which forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018 (UK MAR), and is disclosed in accordance with
the Company's obligations under Article 17 of MAR and UK MAR.
For the purposes of UK MAR and EU MAR and Article 2 of
Commission Implementing Regulation (EU) 2016/1055, the person
responsible for arranging the release of this Announcement on
behalf of the Company is Nils Gornall, CEO of the Company .
Enquiries:
DP Poland PLC Tel: +44 (0) 20 3393
6954
Nils Gornall, CEO
Singer Capital Markets (Nominated Adviser Tel: +44 (0) 20 7496
and Broker) 3000
Shaun Dobson / Will Goode / Amanda Gray
/ Oliver Platts
Notes for editors
About DP Poland plc
DP Poland, through its wholly owned subsidiary DP Polska S.A.,
has the exclusive right to develop, operate and sub-franchise
Domino's Pizza stores in Poland. Following its acquisition of
Dominium S.A., which constituted a reverse takeover under the AIM
Rules for Companies, the Group now operates over 100 stores and
restaurants across a number of cities and towns in Poland and
Croatia.
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States, Australia, Canada, Japan, New Zealand or
the Republic of South Africa or to any persons in any of those
jurisdictions or any other jurisdiction where to do so would
constitute a violation of the relevant securities laws of such
jurisdiction. This Announcement is for information purposes only
and does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for any
shares in the capital of the Company in the United States,
Australia, Canada, Japan, New Zealand or the Republic of South
Africa or any other state or jurisdiction in which such offer or
solicitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation. Any failure to comply
with these restrictions may constitute a violation of securities
laws of such jurisdictions.
The securities referred to herein have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or under the securities laws of any
state or other jurisdiction of the United States, and may not be
offered or sold, directly or indirectly, in or into the United
States absent registration under the Securities Act or pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with the securities laws of any state or any other jurisdiction of
the United States. There will be no public offering of securities
in the United States.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with Regulation (EU) 2017/1129 (the "EU
Prospectus Regulation") or the UK version of Regulation (EU)
2017/1129, which forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus
Regulation")) to be published. Persons needing advice should
consult a qualified independent legal adviser, business adviser ,
financial adviser or tax adviser for legal, financial, business or
tax advice.
This Announcement is for information purposes only and is
directed only at persons whose ordinary activities involve them in
acquiring, holding, managing and disposing of investments (as
principal or agent) for the purposes of their business and who have
professional experience in matters relating to investments and are:
(a) if in a member state of the European Economic Area (the "EEA")
(each a "Relevant State"), qualified investors within the meaning
of article 2(e) of the EU Prospectus Regulation ("Qualified
Investors"); or (b) if in the United Kingdom, qualified investors
within the meaning of article 2(e) of the UK Prospectus Regulation
who are also (i) persons who fall within the definition of
"investment professional" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"), or (ii) persons who fall within article
49(2)(a) to (d) of the Order, or (c) persons to whom it may
otherwise be lawfully communicated (all such persons referred to in
(i), (ii) and (iii) above together being referred to as "Relevant
Persons").
Any investment or investment activity to which this Announcement
relates is available in Relevant States only to Qualified Investors
and in the United Kingdom only to Relevant Persons, and will be
engaged in only with Qualified Investors in Relevant States and
Relevant Persons in the United Kingdom. This Announcement must not
be acted on or relied on by persons in a Relevant State who are not
Qualified Investors, or persons in the United Kingdom who are not
Relevant Persons.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or SCM or any of their
respective partners, directors, officers, employees, advisers,
consultants, affiliates or agents that would permit an offering of
such shares or possession or distribution of this Announcement or
any other offering or publicity material relating to such shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company, and SCM to inform themselves about, and to observe, such
restrictions.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA"), by a person authorised
under FSMA. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made by SCM or by any of its
partners, directors, officers, employees, advisers, consultants,
affiliates or agents as to or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to any interested person or their
advisers, and any liability therefore is expressly disclaimed. None
of the information in this Announcement has been independently
verified or approved by SCM or any of its partners, directors,
officers, employees, advisers, consultants, affiliates or agents.
Save for any responsibilities or liabilities, if any, imposed on
SCM by FSMA or by the regulator regime established under it, no
responsibility or liability is accepted by SCM or any of its
partners, directors, officers, employees, advisers, consultants,
affiliates or agents for any errors, omissions or inaccuracies in
such information or opinions or for any loss, cost or damage
suffered or incurred howsoever arising, directly or indirectly,
from any use of this Announcement or its contents or otherwise in
connection with this Announcement or from any acts or omissions of
the Company in relation to the Placing.
Singer Capital Market Securities Limited, which is authorised
and regulated in the United Kingdom by the FCA, is acting solely
for the Company and no-one else in connection with the transactions
and arrangements described in this Announcement and will not regard
any other person (whether or not a recipient of this Announcement)
as a client in relation to the transactions and arrangements
described in this Announcement. Neither Singer Capital Market
Securities Limited nor its partners, directors, officers,
employees, advisers, consultants, affiliates or agents are
responsible to anyone other than the Company for providing the
protections afforded to clients of Singer Capital Market Securities
Limited or for providing advice in connection with the contents of
this Announcement or for any other matters referred to herein.
Singer Capital Market Advisory LLP, which is authorised and
regulated in the United Kingdom by the FCA, is acting solely for
the Company and no-one else in connection with the transactions and
arrangements described in this Announcement and will not regard any
other person (whether or not a recipient of this Announcement) as a
client in relation to the transactions and arrangements described
in this Announcement. Neither Singer Capital Market Advisory LLP
nor its partners, directors, officers, employees, advisers,
consultants, affiliates or agents are responsible to anyone other
than the Company for providing the protections afforded to clients
of Singer Capital Market Advisory LLP or for providing advice in
connection with the contents of this Announcement or for any other
matters referred to herein.
Cautionary statements
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made. The
information contained in this Announcement is subject to change
without notice and except as required by applicable law or
regulation (including to meet the requirements of the AIM Rules, UK
MAR, the UK Prospectus Regulation and/or FSMA), the Company
expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in
this Announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statements are based.
Such forward-looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results,
performance or achievements to differ materially from those
projected or implied in any forward-looking statements. The
important factors that could cause the Company's actual results,
performance or achievements to differ materially from those in the
forward-looking statements include, among others, economic and
business cycles, the terms and conditions of the Company's
financing arrangements, foreign currency rate fluctuations,
competition in the Company's principal markets, acquisitions or
disposals of businesses or assets and trends in the Company's
principal industries. Statements contained in this Announcement
regarding past trends or activities should not be taken as
representation that such trends or activities will continue in the
future. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this
Announcement.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future years would necessarily match or exceed the
historical published earnings per share of the Company.
This Announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Fundraising. The price of shares and any income expected from them
may go down as well as up and investors may not get back the full
amount invested upon disposal of the shares. Past performance is no
guide to future performance. The contents of this Announcement are
not to be construed as legal, business, financial or tax advice.
Each investor or prospective investor should consult his, her or
its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.
In connection with the Fundraising, SCM and its respective
partners, directors, officers, employees, advisers, consultants,
affiliates or agents may take up a portion of the shares of the
Company in the Placing in a principal position and in that capacity
may retain, purchase or sell for its own account such shares and
other securities of the Company or related investments and may
offer or sell such shares, securities or other investments
otherwise than in connection with the Placing. Accordingly,
references in this Announcement to Placing Shares being issued,
offered or placed should be read as including any issue, offering
or placement of such shares in the Company to SCM and any of its
respective partners, directors, officers, employees, advisers,
consultants, affiliates or agents as, acting in such capacity. In
addition, SCM and any of its respective partners, directors,
officers, employees, advisers, consultants, affiliates or agents
may enter into financing arrangements (including swaps, warrants or
contracts for difference) with investors in connection with which
SCM and any of its respective partners, directors, officers,
employees, advisers, consultants, affiliates or agents may from
time to time acquire, hold or dispose of such securities of the
Company, including the Placing Shares. Neither SCM nor any of its
respective partners, directors, officers, employees, advisers,
consultants, affiliates or agents intends to disclose the extent of
any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so.
The Placing Shares to be issued and/or purchased pursuant to the
Placing will not be admitted to trading on any stock exchange other
than AIM, a market operated by the London Stock Exchange plc.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i)
compatible with an end target market of (a) retail clients, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of domestic law by virtue of the EUWA, (b) investors
who meet the criteria of professional clients as defined in
Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA and (c) eligible counterparties as defined in
the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii)
eligible for distribution through all distribution channels as are
permitted by Directive 2014/65/EU (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment,
distributors should
note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The UK Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
UK Target Market Assessment, SCM will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of COBS; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "EU Target Market Assessment"). Notwithstanding the
EU Target Market Assessment, distributors should note that: the
price of the Placing Shares may decline and investors could lose
all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in
the Placing Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The EU Target Market Assessment
is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the EU Target Market
Assessment, SCM will only procure investors who meet the criteria
of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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END
ROIGZGMRNLGGZZM
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