REG - DP Eurasia N.V - Response to the Statement from Jubilant Foodworks

DP Eurasia NVAnnouncement

21/12/2023 07:15

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RNS Number : 5963X  DP Eurasia N.V  21 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

21 December 2023

DP Eurasia N.V.

("DP Eurasia" or the "Company", and together with its subsidiaries, the
"Group")

Response to the Statement from Jubilant Foodworks

Introduction

DP Eurasia, the master franchisee of the Domino's Pizza brand in Turkey,
Azerbaijan and Georgia, notes the announcement yesterday by Jubilant Foodworks
Netherlands B.V. ("Jubilant Foodworks"), a wholly owned subsidiary of Jubilant
Foodworks Limited ("Jubilant"), in connection with its revised cash offer of
95 pence per share (a "DP Eurasia Share") for the entire issued and
outstanding share capital ("DP Eurasia Share Capital") of the Company not
already owned by Jubilant Foodworks  (the "Revised Offer").

The non-conflicted members of the board of the Company (the "Board") reiterate
that, on fair terms, a de-listing could be in the interests of the Company and
its various stakeholders and that it would consider recommending an offer
price that reflects the fair value of the business in the context of the
majority stake Jubilant Foodworks owns in the Company. However, and as was
communicated to Jubilant Foodworks on 19 December 2023, the Revised Offer
price is not this price.

Indication of minority shareholder support

The Board has consulted extensively with its key institutional shareholders,
in aggregate representing 31.59 per cent. of the DP Eurasia Share Capital and
69.70 per cent. of the DP Eurasia Share Capital not currently owned by
Jubilant Foodworks. There is unanimous agreement from these shareholders for
the Company to confirm publicly that none of them currently intend to accept
the Revised Offer. As long as this status quo is maintained, Jubilant
Foodworks cannot, without the support of these shareholders, de-list the
Company or put in place any of the mechanisms to squeeze out the minority
shareholders set out in its offer document.

The Board intends to use this strength of shareholder support to encourage
Jubilant Foodworks to offer a fair price that the Board can recommend and that
shareholders are willing to accept.

Below the Board has set out its response to correct certain statements made by
Jubilant Foodworks in its announcement of 20 December 2023 which in the
Board's opinion are either wrong, misleading or highly subjective.

Minority Protections

·     The Board is glad that Jubilant Foodworks has undertaken, through
its offer document, that all shareholders accepting the Revised Offer will
benefit from any price increases offered by Jubilant Foodworks during the
period of the Revised Offer. The Board hopes that this should provide comfort
to shareholders that there is no reason for any of them to take any action at
this time. There is nothing else within the Jubilant Foodworks offer document
which renders anything in the Company's response statement of 19 December 2023
misleading.

·     Jubilant Foodworks claims that it takes its obligations to minority
shareholders seriously. As such the Board observes with surprise that in its
offer document it sets out in great detail the draconian options it would have
if the Company were to be delisted to encourage the squeeze out of minority
shareholders while not offering any matched bargain or other liquidity
mechanism to provide shareholders an exit, ever, beyond 18 January 2023.

 Valuation

The Board wishes to make the following observations:

·     Valuation is inherently subjective. The Board and its financial
advisers carefully considered a range of methodologies, all of which
triangulated to a valuation range which has been communicated to Jubilant
Foodworks. The Board chose to show a range of Domino's Pizza multiples as
fairly illustrative of that range before accounting for the hyper-inflationary
environment in Turkey. Conversely, Jubilant Foodworks provides a list of
companies around the globe seemingly selectively based on their low valuation
multiples.

 

·     Jubilant Foodworks argues that it is offering a higher implied
multiple by virtue of its use of year end spot exchange rates to determine GBP
equivalent values, resulting in the calculation of a depressed GBP EBITDA. The
Board remains of the view that it is customary to use average exchange rates
for the relevant period for income statement items.

 

·     Jubilant Foodworks argues that the DP Eurasia Share Price remained
below the 2021 hostile reverse bookbuild offer price, but it omits to
acknowledge the low trading volume in DP Eurasia Shares which is a function of
Jubilant Foodworks' significant holding, and the challenges of the Ukraine war
resulting in the loss of the Company's Russian business, and Turkey's current
hyper-inflationary environment. It also fails to acknowledge the exemplary way
in which the Company has navigated and rebuilt from those challenges.

 

·    Jubilant Foodworks seeks to challenge broker forecasts as unreliable
and by inference optimistic, while not acknowledging that the Company's Profit
Forecast is in excess of those forecasts.

The Board, having taken advice from its financial advisors, Liberum, is
unanimous in not recommending the Revised Offer and continues to urge minority
shareholders to take no action. The Board, however, remains committed to
continue negotiations expeditiously with Jubilant Foodworks.

 

 

Enquiries

 DP Eurasia N.V.
 İlknur Kocaer, CFA - Investor Relations Director               +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

For the purposes of the matters referred to in this announcement, the Board
comprises the directors of the Company excluding those directors recused by
reason of conflict of interest. Those directors so recused are Shyam S.
Bhartia and Hari S. Bhartia (both of whom are appointees connected with
Jubilant) and Aslan Saranga, the Company's Chief Executive Officer, who is
recused by reason of the conflict of interest in light of his discussions with
Jubilant Foodworks on his shareholding in the Company and his likely
continuation as CEO. References in this announcement to the "Board" are to be
construed accordingly.

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.

 

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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