TIDMDPEU
RNS Number : 3047V
DP Eurasia N.V
01 December 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
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
1 December 2023
DP Eurasia N.V.
( " DP Eurasia" or the "Company")
Update on the Unsolicited Offer from Jubilant Foodworks
Further to its announcement of 28 November 2023, the board of DP
Eurasia, excluding Directors conflicted by virtue of their being
representatives of Jubilant Foodworks Netherlands B.V. ("Jubilant
Foodworks") (the "Board"), notes Jubilant Foodworks' announcement
of 30 November 2023 that it now holds 53.52 per cent. of the issued
ordinary share capital of the Company and that Jubilant Foodworks
is required by virtue of the Company's articles of association to
launch within 30 days from 29 November 2023, the day it passed
through 50%, a mandatory offer for the issued ordinary share
capital of the Company not already owned by Jubilant Foodworks.
Jubilant Foodworks had already indicated in its announcement of 28
November 2023 that it intended to make an offer at an offer price
of 85 pence per DP Eurasia ordinary share (the "Jubilant
Proposal").
Following the Jubilant Proposal, the Company has appointed
Liberum Capital Ltd ("Liberum") as its financial advisor to assist
in the evaluation of and response to the Jubilant Proposal.
DP Eurasia has worked openly and constructively with Jubilant
Foodworks operationally and recognises the value that it brings.
However, the Board is extremely disappointed that Jubilant
Foodworks decided to proceed in this unsolicited and opportunistic
way and without first seeking to reach an agreement on terms which
the Board would be able to endorse as in the best interests of all
stakeholders.
The Board is determined to protect the interests of the
Company's minority shareholders and other stakeholders, continues
to advise shareholders to take no action and will outline its
position in a further update early next week.
Enquiries
DP Eurasia N.V.
İlknur Kocaer, CFA - Investor Relations
Director +90 212 280 9636
Buchanan (Financial Communications)
Richard Oldworth / Toto Berger / Verity +44 20 7466 5000
Parker dp@buchanan.uk.com
Liberum (Financial Adviser & C orporate
Broker)
C orporate Broking: Andrew Godber / Edward
Thomas / Will King
M&A: Tim Medak / Mark Harrison +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.
UK Market Abuse Regulation
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 of the European
Parliament and the Council of 16 April 2014 as it forms part of
domestic law in the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018.
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END
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