NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION.
FOR
IMMEDIATE RELEASE
31 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
Offer
Closed
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").
Offer Closed
The Closing Date of the Increased
Offer was 1:00 p.m. (London time) on 31 January 2024.
Jubilant Foodworks hereby confirms
that the Increased Offer has now closed and
is therefore no longer capable of acceptance.
We refer to the announcement made by
Jubilant Foodworks on 30 January 2024. The FCA has now confirmed
the cancellation of listing and trading of DP Eurasia Shares is
expected to take place on or shortly after 8.00 a.m. (London time)
on 28 February 2024.
Acceptance and Shareholding Update
As at 1 p.m. on the Closing Date,
Jubilant Foodworks had received valid acceptances of the Increased
Offer in respect of a total of 54,903,255 DP Eurasia Shares
(representing approximately 37.45 per cent. of DP Eurasia's issued
and outstanding share capital on the Closing Date).
Together with the DP Eurasia Shares
that it already holds or has agreed to acquire through market
purchases (representing approximately 56.22 per cent. of DP
Eurasia's issued and outstanding share capital on the Closing Date,
Jubilant Foodworks holds or has received acceptances in respect of
93.67 per cent. of DP Eurasia Shares.
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
|
|
About Jubilant Foodworks
Jubilant FoodWorks Limited (NSE,
BSE: JUBLFOOD) 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 1,928 Domino's stores across 407 cities. 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 32 Popeyes
restaurants in 10 cities and 25 Dunkin' restaurants across eight
cities. 'Hong's Kitchen' is the first owned-restaurant brand of the
Company operating in the Chinese cuisine segment which now has 22
restaurants across four cities. In Sri Lanka and Bangladesh, the
Company operates through its 100% owned subsidiary which currently
has 50 and 26 stores respectively. All store counts referred to in
this paragraph are as at 31 December 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.
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.
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 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.
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.