REG - DP Eurasia N.V - Notification of Cancellation of Listing

DP Eurasia NVAnnouncement

30/01/2024 16:30

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RNS Number : 4198B  DP Eurasia N.V  30 January 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 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 (mailto:dp@buchanan.uk.com)
 Liberum (Financial Adviser, Corporate Broker)

 Corporate Broking: Andrew Godber / Edward Thomas / Will King   +44 20 3100 2000

 M&A: Tim Medak / Mark Harrison / Matt Hogg

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.

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