REG - Jubilant Foodworks DP Eurasia N.V - Offer for DP Eurasia Closed

DP Eurasia NVAnnouncement

31/01/2024 18:00

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RNS Number : 6002B  Jubilant Foodworks Netherlands B.V.  31 January 2024

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/
(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.

 

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