REG - DP Eurasia N.V - Notice of Extraordinary General Meeting

DP Eurasia NVAnnouncement

20/02/2024 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240220:nRST6800Da&default-theme=true

RNS Number : 6800D  DP Eurasia N.V  20 February 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.

 

FOR IMMEDIATE RELEASE

 

20 February 2024

DP Eurasia N.V.

("DP Eurasia" or the "Company")

 

Notice of Extraordinary General Meeting

 

DP Eurasia (DPEU.L), the master franchisee of the Domino's Pizza brand in
Turkey, Azerbaijan and Georgia, announces that DP Eurasia will hold an
Extraordinary General Meeting (the "EGM") on 2 April 2024, commencing at 11:00
am (CEST).

As announced in the announcements by the Company and Jubilant Foodworks
Netherlands B.V. ("Jubilant Foodworks") on 30 and 31 January 2024: (i) the
recommended increased and final cash offer by Jubilant Foodworks for the
entire issued and outstanding share capital of the Company not already owned
by Jubilant Foodworks (the "Increased Offer") at 110 pence per share in the
capital of the Company ("DP Eurasia Shares") closed for acceptances on 31
January 2024; and (ii) 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 will take effect on or shortly after
8.00 a.m. (London time) on 28 February 2024. Jubilant Foodworks then intends
to procure the conversion of 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.

At the date of publication of this notice, Jubilant Foodworks holds
137,681,389 DP Eurasia Shares (representing approximately 93,92 per cent of
the Company's issued share capital).

The cancellation of listing and trading of 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 made by Jubilant Foodwork Netherlands B.V. 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.

The business of the EGM will be to consider and, if thought fit, approve
certain resolutions regarding:

·     the discharge (in accordance with article 21.2 of the Company's
articles of association (the "Articles")) of the Company's executive and
present and former non-executive directors from liability in relation to the
exercise of their duties in the 2023 financial year;

·     the appointment of Jubilant Foodworks Netherlands B.V. as an
executive director of the Company;

·     the appointment of Mr. Deepak Kumar Jajodia as a non-executive
director of the Company. Mr. Jajodia is working as Senior Vice President
Finance with Jubilant Foodworks Limited, heading FP&A, Business Finance
across all Brands and multiple geographies, M&A, IR, ESG and Business
Finance - ISC. He has over 28 years of vast experience in the areas of
Finance, Audits, Supply Chain Operations, Legal, Secretarial and compliances.
He has worked across industries and sectors such as Automobiles, FMCG,
Telecom, Retail, IT, Distribution and Start-ups. He is a Chartered Accountant,
Cost and Management Accountant and Company Secretary.

·     the amendment of the Articles to convert the Company into a private
company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid). This proposal will, following the cancellation of listing
and trading of DP Eurasia Shares and the conversion of DP Eurasia into a Dutch
private company, reflect the new status of the Company as a non-listed private
company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid). The main proposed changes to the Articles concern (i) the
change of the Board (consisting of one or more executive directors and one or
more non-executive directors) into a management board (consisting of managing
directors only), (ii) the introduction of provisions that either mandatorily
apply to non-listed entities or provisions that are more suitable for the
Company's new status as a non-listed entity; and (ii) the introduction of
provisions that apply to a private limited liability company (besloten
vennootschap met beperkte aansprakelijkheid). The full text of the draft
articles of association of the Company as they will read following the
proposed amendment of the current Articles will be included with the notice of
the EGM.

Messrs. A. Saranga, A. Ashaboğlu, D. Adams, B. Kurien, S. Bhartia and H.
Bhartia have given notice to resign as directors of the Company with effective
from the conclusion of the EGM.

The notice of the EGM will shortly be made available on the AGM/EGM section of
the Group's website at www.dpeurasia.com and copies of the documents have also
been submitted to the National Storage Mechanism and will shortly be available
for inspection at https://data.fca.org.uk/#/homepage
(https://data.fca.org.uk/#/homepage) .

DP Eurasia confirms that no disclosures are required pursuant to Listing Rule
9.6.13.

 

For additional details or further information, please contact Buchanan on +44
20 7466 5000 / dp@buchanan.uk.com (mailto:dp@buchanan.uk.com) .

 

Enquiries

 DP Eurasia N.V.
 Frederieke Slot, Company Secretary               +31 6 8333 96 48

 Buchanan (Financial Communications)
 Richard Oldworth / Toto Berger / Verity Parker   +44 20 7466 5000

                                                  dp@buchanan.uk.com (mailto:dp@buchanan.uk.com)

 

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,  nor shall there be any sale, issuance or transfer of
securities of DP Eurasia in any jurisdiction in contravention of applicable
law.

 

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 DP Eurasia's actual
results of operations, financial condition and liquidity, and the development
of the industry in which 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 DP Eurasia, or persons acting on the behalf of DP Eurasia, may
issue.

 

Nothing in this announcement is intended or shall be deemed to be a forecast,
projection or estimate of the future financial performance of DP Eurasia and
no statement in this announcement should be interpreted to mean that earnings
or earnings per share of 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 DP Eurasia.

 

Notes to Editors

 

DP Eurasia N.V. is the exclusive master franchisee of the Domino's Pizza brand
in Turkey, Azerbaijan, and Georgia. The Company was admitted to the premium
listing segment of the Official List of the Financial Conduct Authority and to
trading on the main market for listed securities of the London Stock Exchange
plc on 3 July 2017. The Company (together with its subsidiaries, the "Group")
is the largest pizza delivery company in Turkey. The Group offers pizza
delivery and takeaway/ eat-in facilities at its 707 stores (690 in Turkey, 10
in Azerbaijan and 7 in Georgia) as of 31 December 2023 and operates through
its owned corporate stores (11,3%) and franchised stores (88,7%). In addition
to its pizza delivery business, the Group also has its own coffee brand,
COFFY, which trades from 89 stores at year-end, 66 of which are franchised.
The Group maintains a strategic balance between corporate and franchised
stores, establishing networks of corporate stores in its most densely
populated areas to provide a development platform upon which to promote best
practice and maximise profitability.

 

 

In line with the announcement on 21 August 2023, the Company has initiated the
steps to file for DP Russia's bankruptcy. This was preceded by the
announcement on 28 December 2022, which confirmed that the Company was
evaluating its presence in Russia, the impact of sanctions and its continuing
ability to serve its customers in Russia. In this connection, the Russian
segment was classified as discontinued operations within the Company's audited
financial statements for the year ended 31 December 2022 and also within the
(unaudited) financial statements for the period ended 30 June 2023.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  NOGSFUFUUELSEFE