REG - Jubilant Foodworks DP Eurasia N.V - Acceptance Level Update & Cancellation of Listing

DP Eurasia NVAnnouncement

30/01/2024 15:00

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RNS Number : 4087B  Jubilant Foodworks Netherlands B.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 OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

30 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

 

Acceptance Level Update and 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 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"). 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.

 

Acceptance Level Update

 

Jubilant Foodworks announces 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 and the
20 business day notice period for the cancellation of the listing and
admission to trading of DP Eurasia Shares has commenced.

 

As at 11:00am on 30 January 2024, Jubilant Foodworks 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 as at 11:00am on 30 January 2024, being
the latest practicable date prior to the publication of this announcement (the
"Latest Practicable Date").

Together with the DP Eurasia Shares that it already holds (representing
approximately 56.1 per cent. of DP Eurasia's issued and outstanding share
capital on the Latest Practicable Date), 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

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 will take effect on or shortly after 8.00 a.m.
(London time) on 27 February 2024. Jubilant Foodworks then 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 by not defined in this
announcement shall have the meanings set out in the Increased Offer Document.

 

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

 DP Eurasia N.V.
 Neval Korucu, CFO                                             +90 212 280 9636

 Liberum (Financial Adviser, Corporate Broker to DP Eurasia)   +44 20 3100 2000
 Corporate Broking: Andrew Godber
 Edward Thomas
 Will King

 M&A: Tim Medak
 Mark Harrison
 Matt Hogg

 Buchanan (Financial Communications)                           +44 20 7466 5000
 Richard Oldworth                                              dp@buchanan.uk.com (mailto:dp@buchanan.uk.com)
 Toto Berger
 Verity Parker

 

About Jubilant Foodworks

Jubilant FoodWorks Limited (NSE, BSE: JUBLFOOD), Jubilant Foodworks' parent
company, 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 1,888 Domino's stores across 397 cities. In
Sri Lanka and Bangladesh, the company operates through its 100% owned
subsidiary which currently has 50 and 23 stores respectively. 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 22 Popeyes restaurants in six cities and 21 Dunkin'
restaurants across seven cities.

In 2019, Jubilant FoodWorks Limited launched its first owned-restaurant brand
'Hong's Kitchen' in the Chinese cuisine segment which now has 18 restaurants
across three cities. All store counts referred to in this paragraph are as at
30 September 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.

The Increased Offer is made solely by means of the Increased Offer Document
and, in respect of DP Eurasia Shares held in registered form, any deed of
transfer, which contains the full terms of the Increased Offer including
details of how to accept the Increased Offer. Details on how to accept the
Increased Offer in respect of DP Eurasia Shares held as Depositary Interests
held in CREST are set out in full in the Increased Offer Document. Any
approval, acceptance, decision or other response to the Increased Offer should
be made only on the basis of the information in the Increased Offer Document.
DP Eurasia Shareholders are strongly advised to read the formal documentation
in relation to the Increased Offer.

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.

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the
United Kingdom by the FCA, is acting as financial adviser exclusively for DP
Eurasia 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 DP Eurasia 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 DP Eurasia.

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 and the
availability of the Increased Offer 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.

Unless otherwise determined by Jubilant Foodworks, and permitted by applicable
law and regulation, the Increased Offer is not being made, directly or
indirectly, in or into or by use of the mails or any other means or
instrumentality (including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national, state or
other securities exchange of, a Restricted Jurisdiction, and no person may
accept the Increased Offer by any such use, means, instrumentality or facility
or from within a Restricted Jurisdiction. Accordingly, copies of this
announcement and any related documents are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded or distributed in, into
or from a Restricted Jurisdiction and persons receiving this announcement or
any related document (including custodians, nominees and trustees) must not
distribute or send them in, into or from a Restricted Jurisdiction. Doing so
may invalidate any purported acceptance of the Increased Offer.

Notice to US shareholders

The Increased Offer is being made for securities of a public limited liability
company (naamloze vennootschap) incorporated under the laws of The
Netherlands, with its corporate seat in Amsterdam, The Netherlands and is
being made in the United States in compliance with all applicable laws and
regulations, including, to the extent applicable Section 14(e) of the US
Securities Exchange Act of 1934, as amended (the "US Exchange Act"), and
Regulation 14E thereunder (in each case, subject to any exemptions or relief
therefrom, if applicable) and otherwise in accordance with the disclosure and
procedural requirements of United Kingdom and Dutch law. US Shareholders
should read the entire Increased Offer Document, which contains important
information about the Increased Offer and the DP Eurasia Shares. The Increased
Offer is being made in the United States by Jubilant Foodworks and no one
else. Shareholders in the United States are advised that the Shares are not
listed on a US securities exchange and that DP Eurasia is not subject to the
periodic reporting requirements of the US Exchange Act and is not required to,
and does not, file any reports with the US Securities and Exchange Commission
(the "SEC") thereunder. Neither the SEC nor any securities commission of any
state of the United States has approved the Increased Offer, passed upon the
fairness of the Increased Offer or passed upon the adequacy or accuracy of
this announcement. Any representation to the contrary is a criminal offence in
the United States.

In accordance with normal United Kingdom market practice and to the extent
permissible under applicable law or regulatory requirements, including Rule
14e-5 under the US Exchange Act, Jubilant Foodworks and its affiliates or its
brokers and its broker's affiliates (acting as agents for Jubilant Foodworks
or its affiliates, as applicable) may from time to time whilst the Increased
Offer remains open for acceptances make certain purchases of, or arrangements
to purchase, DP Eurasia Shares outside the United States otherwise than under
the Increased Offer, such as in the open market or through privately
negotiated purchases. Such purchases, or arrangements to purchase, shall
comply with applicable rules in the United Kingdom and the rules of the London
Stock Exchange. Details about any such purchases will be available from any
Regulatory Information Service, including the regulatory news service on the
London Stock Exchange website (www.londonstockexchange.com).

The receipt of cash pursuant to the Increased Offer by a US holder of DP
Eurasia Shares may be a taxable transaction for US federal income tax purposes
and under applicable US state and local, as well as foreign and other, tax
laws. Each holder of DP Eurasia Shares is urged to consult its independent
professional adviser immediately regarding the tax consequences of accepting
the Increased Offer.

Jubilant Foodworks Netherlands B.V. is a private company with limited
liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated
under the laws of The Netherlands, with its corporate seat in Amsterdam, The
Netherlands. It is a wholly owned subsidiary of Jubilant Foodworks Limited.
Some or all of the officers and directors of Jubilant Foodworks and DP
Eurasia, respectively, are residents of countries other than the United
States. In addition, most of the assets of Jubilant Foodworks and DP Eurasia
are located outside the United States. As a result, it may be difficult for US
shareholders of DP Eurasia to sue, or effect service of process within the
United States upon, Jubilant Foodworks, DP Eurasia, or their respective
officers or directors. Further, it may be difficult to compel a non-US entity
and its affiliates to subject themselves to a US court's judgment or to
enforce against them a judgment of a US court predicated upon the federal or
state securities laws of the United States.

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/
(https://www.jubilantfoodworks.com/) and (ii) DP Eurasia's website and will be
available at https://dpeurasia.com/ (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.

Market Abuse Regulation

 

The information contained within this announcement would have, prior to its
release, constituted inside information as stipulated under Article 7 of the
Market Abuse Regulation (EU) No.596/2014 as incorporated into UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 (together, "UK MAR").
Upon the publication of this announcement via a regulatory information
service, this inside information will be considered to be in the public
domain.

 

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