REG - Jubilant Foodworks DP Eurasia N.V - Offer for DP Eurasia N.V.
28/11/2023 08:00
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RNS Number : 9036U Jubilant Foodworks Netherlands B.V. 28 November 2023
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 IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE, OR
FORM PART OF, AN OFFER OR AN INVITATION TO PURCHASE, SUBSCRIBE FOR OR SELL ANY
SECURITIES OR A SOLICITATION OF ANY OFFER TO PURCHASE, SUBSCRIBE FOR OR SELL
ANY SECURITIES. THE OFFER REFERRED TO IN THIS ANNOUNCEMENT WILL BE MADE SOLELY
BY WAY OF THE OFFER DOCUMENT AND, WHERE APPROPRIATE, THE RELATED FORM OF
ACCEPTANCE WHICH TOGETHER WILL CONTAIN THE FULL TERMS OF THE OFFER, INCLUDING
DETAILS OF HOW THE OFFER MAY BE ACCEPTED.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
28 November 2023
CASH OFFER FOR
DP Eurasia N.V.
by
jubilant foodworks Netherlands b.v.
a wholly owned subsidiary of Jubilant Foodworks Limited
Jubilant Foodworks Netherlands B.V. ("Jubilant Foodworks"), a wholly owned
subsidiary of Jubilant Foodworks Limited, announces its intention to make an
offer for the entire issued and outstanding ordinary share capital of DP
Eurasia N.V. ("DP Eurasia") not already owned by Jubilant Foodworks at 85
pence per DP Eurasia Share (the "Offer").
Summary
· Jubilant Foodworks announces that it intends to make an all-cash
offer for the entire issued and outstanding ordinary share capital of DP
Eurasia not already owned by Jubilant Foodworks.
· Under the terms of the Offer, DP Eurasia Shareholders would be
entitled to receive:
85 pence in cash for each DP Eurasia Share held (the "Offer Price").
· The Offer Price values the total issued share capital of DP Eurasia
at approximately £124.6m and the issued share capital not currently owned by
Jubilant Foodworks at approximately £63.7m.
· The Offer Price of 85 pence for each DP Eurasia Share represents a
premium of approximately:
- 24.1 per cent. to the closing share price of 68.5 pence per DP
Eurasia Share on 27 November 2023 (being the last practical date prior to the
publication of the announcement of the Offer);
- 24.1 per cent. to the volume weighted average price of 68.5 pence
per DP Eurasia Share over the 90 day period to 27 November 2023 (being the
last practical date prior to the publication of the announcement of the
Offer); and
- 63.0 per cent. to the volume weighted average price of 52.2 pence
per DP Eurasia Share over the 12 month period to 27 November 2023 (being the
last practical date prior to the publication of the announcement of the
Offer).
· The full terms of the Offer, including details on how to accept the
Offer in respect of both DP Eurasia Shares held in certificated form and
uncertificated form (that is, through Depositary Receipts in CREST), will be
included in the Offer Document, which will be sent to DP Eurasia Shareholders
in due course.
· The Offer will be funded through a combination of an existing debt
facility with HSBC and a new debt facility with HSBC.
· The Offer is unconditional and not subject to the satisfaction of any
condition (including, no minimum acceptance condition).
· Jubilant Foodworks intends to make a limited amount of market
purchases outside the United States through Peel Hunt at up to 85 pence per
share prior to publication of the Offer Document.
· THE OFFER IS NOT GOVERNED BY THE TERMS OF THE CITY CODE ON TAKEOVERS
AND MERGERS OR THE DUTCH TAKEOVER RULES.
Enquiries:
Jubilant Foodworks
Ashish Goenka ashish.goenka@jublfood.com (mailto:ashish.goenka@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 1,888
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 launched its first owned-restaurant brand 'Hong's
Kitchen' in the Chinese cuisine segment which now has 18 restaurants across
three cities.
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 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 Offer will be made solely by means of the Offer Document and, in respect
of DP Eurasia Shares held in certificated form, the Form of Acceptance
accompanying the Offer Document, which will contain the full terms of the
Offer including details of how to accept the Offer. Details on how to accept
the Offer in respect of DP Eurasia Shares held in uncertificated form (that
is, as Depositary Receipts held in CREST) will be set out in full in the Offer
Document. Any approval, acceptance, decision or other response to the Offer
should be made only on the basis of the information in the Offer Document and,
in respect of DP Eurasia Shares held in certificated form, the Form of
Acceptance. DP Eurasia Shareholders are strongly advised to read the formal
documentation in relation to the Offer once it has been despatched.
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 and the
availability of the 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 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 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 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 Offer.
Notice to US shareholders
The Offer will be 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 Offer Document, which contains important information about the Offer
and the Shares. The Offer will be 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 Offer, passed
upon the fairness of the 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, both prior to the
making of the Offer and whilst the Offer, if and when made, remains open for
acceptances, make certain purchases of, or arrangements to purchase, DP
Eurasia Shares outside the United States otherwise than under the 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 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 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,
or persons acting on its behalf, 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 Jubilant Foodworks' website and will be
available at https://www.jubilantfoodworks.com/
(https://www.jubilantfoodworks.com/) as soon as practicable following the
publication of this announcement. The content of the website 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. For the purposes of UK MAR, the person responsible for arranging for
the release of this information on behalf of Jubilant Foodworks is Ashish
Goenka, Chief Financial Officer of Jubilant Foodworks.
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 IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE, OR
FORM PART OF, AN OFFER OR AN INVITATION TO PURCHASE, SUBSCRIBE FOR OR SELL ANY
SECURITIES OR A SOLICITATION OF ANY OFFER TO PURCHASE, SUBSCRIBE FOR OR SELL
ANY SECURITIES. THE OFFER REFERRED TO IN THIS ANNOUNCEMENT WILL BE MADE SOLELY
BY WAY OF THE OFFER DOCUMENT AND, WHERE APPROPRIATE, THE RELATED FORM OF
ACCEPTANCE WHICH TOGETHER WILL CONTAIN THE FULL TERMS OF THE OFFER, INCLUDING
DETAILS OF HOW THE OFFER MAY BE ACCEPTED.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
28 November 2023
CASH OFFER FOR
DP Eurasia N.V.
by
Jubilant Foodworks Netherlands b.v.
a wholly owned subsidiary of Jubilant Foodworks Limited
Jubilant Foodworks Netherlands B.V. ("Jubilant Foodworks"), a wholly owned
subsidiary of Jubilant Foodworks Limited announces its intention to make 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 "Offer").
The Offer
Under the Offer, Jubilant Foodworks is offering to acquire, subject to certain
further terms to be set out in the Offer Document, the entire issued and
outstanding ordinary share capital of DP Eurasia not already owned by Jubilant
Foodworks on the following basis:
85 per share in cash for each DP Eurasia Share (the "Offer Price")
The Offer Price values the total issued share capital of DP Eurasia at
approximately £124.6m and the issued share capital not currently owned by
Jubilant Foodworks at approximately £63.7m.
The Offer Price represents a premium of:
· 24.1 per cent. to the closing share price of 68.5
pence per DP Eurasia Share on 27 November 2023 (being the last practical date
prior to the publication of the announcement of the Offer);
· 24.1 per cent. to the volume weighted average
price of 68.5 pence per DP Eurasia Share over the 90 day period to 27 November
2023 (being the last practical date prior to the publication of the
announcement of the Offer); and
· 63.0 per cent. to the volume weighted average
price of 52.2 pence per DP Eurasia Share over the 12 month period to 27
November 2023 (being the last practical date prior to the publication of the
announcement of the Offer).
The Offer is unconditional and not subject to the satisfaction of any
condition (including, no minimum acceptance condition).
Jubilant Foodworks intends to make a limited amount of market purchases
outside the United States through Peel Hunt at up to 85 pence per share prior
to publication of the Offer Document.
DP Eurasia Shares will be acquired by Jubilant Foodworks pursuant to the Offer
fully paid and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption and any other third party rights of any
nature whatsoever and together with all rights now or hereafter attaching
thereto, including without limitation voting rights and the right to receive
and retain in full all dividends and other distributions.
The Offer extends to any DP Eurasia Shares not already owned by Jubilant
Foodworks and which are issued and outstanding on or before the Closing Date.
Jubilant Foodworks intends, shortly after completion of the Offer, if Jubilant
Foodworks has (i) by virtue of its shareholdings and acceptances of the Offer,
acquired or agreed to acquire share capital carrying 75 per cent. or more of
the voting rights of DP Eurasia; or Jubilant Foodworks' share ownership
following the Offer is of a level that Jubilant Foodworks believes would be
sufficient for the resolution to pass; and (ii) has obtained acceptances of
the Offer or acquired or agreed to acquire shares from independent
shareholders that represent a majority of the voting rights held by the
independent shareholders on the date the Offer was announced, to procure that
DP Eurasia makes an application to the Financial Conduct Authority (the "FCA")
for the cancellation of the listing of the DP Eurasia Shares from the premium
listing segment of the Official List and to the London Stock Exchange for the
cancellation of the admission to trading of the DP Eurasia Shares on the
London Stock Exchange's Main Market.
In the event that that the relevant shareholding and acceptances described
above are not obtained by Jubilant Foodworks and the delisting of the DP
Eurasia Shares therefore does not take place as part of the Offer, Jubilant
Foodworks reserves the right, subject to applicable law and regulation, to
propose a shareholder resolution of DP Eurasia post-Offer to approve the
cancellation of the listing of the DP Eurasia Shares from the premium listing
segment of the Official List and the cancellation of the admission to trading
of the DP Eurasia Shares on the London Stock Exchange's Main Market.
Full details of the terms to which the Offer is subject and the procedure for
acceptance of the Offer will be set out in the Offer Document.
THE OFFER IS NOT GOVERNED BY THE TERMS OF THE CITY CODE ON TAKEOVERS AND
MERGERS OR THE DUTCH TAKEOVER RULES.
Background to, and reasons for, the Offer and proposed delisting
1.1 Offer rationale
Jubilant Foodworks first invested in DP Eurasia in March 2021, acquiring
indirectly 32.81 per cent. of the issued share capital of DP Eurasia from
Turkish Private Equity Fund II L.P., a fund advised by Turk Advisory Ventures
Limited. Since this first investment, having developed its relationship with
DP Eurasia, Jubilant Foodworks has sought to increase its shareholding in DP
Eurasia. Jubilant Foodworks announced a reverse bookbuild in September 2021
through which it increased its shareholding in DP Eurasia to 39.8 per cent.
Jubilant Foodworks has since increased its shareholding, through market
purchases, to 48.84 per cent.
Jubilant Foodworks recognises the challenges DP Eurasia has faced in
generating shareholder value in the context of the Russian invasion of
Ukraine, its consequential decision to seek an exit from the Russian market
and the hyperinflationary environment in Turkey. The Jubilant Foodworks
Directors believe that the impact of these challenges has been exacerbated by
DP Eurasia's status as a listed company.
Jubilant Foodworks is a long-term investor unfazed by the challenges inherent
in some of DP Eurasia's jurisdictions. Jubilant Foodworks believes that DP
Eurasia has an attractive future and would benefit from returning to private
ownership with the support of a long-term investor whilst it executes its
business plan amid the current economic backdrop. Jubilant Foodworks believes
it is unlikely that DP Eurasia will achieve the re-rating that the business
deserves in the medium term due to investor concerns about geopolitical and
currency translation risks.
Jubilant Foodworks has been and will be able to leverage its experience as
India's largest foodservice company to assist DP Eurasia with its growth plans
so that it can achieve its potential. The Offer will enable Jubilant Foodworks
to benefit from a greater share of future value upside while providing an exit
opportunity for all DP Eurasia Shareholders at a significant premium to the
current share price. The Offer will also enable DP Eurasia's employees and
customers to benefit from Jubilant Foodworks' capabilities and investment,
which would enhance their experience of and interaction with DP Eurasia.
Jubilant Foodworks believes that the Offer is in the best interests of DP
Eurasia and the sustainable success of the DP Eurasia business, taking into
account the interests of its stakeholders, including Shareholders, as it
allows them to realise an upfront attractive cash premium for their DP Eurasia
Shares.
Furthermore, the Offer in cash provides an immediate and certain exit
opportunity for DP Eurasia Shareholders in an accelerated and de-risked
manner. Jubilant Foodworks believes that liquidity in DP Eurasia Shares is
likely to be insufficient to allow larger shareholders to exit their positions
without negatively impacting the share price absent a corporate transaction
and the Offer provides all DP Eurasia Shareholders with this exit opportunity.
1.2 Delisting rationale
DP Eurasia was listed on the FCA's Official List and the DP Eurasia Shares
were admitted to trading on the London Stock Exchange's Main Market in 2017 in
order to access a deeper pool of professional investors to raise capital and
accelerate its growth plans.
Whilst the listing and admission to trading of the DP Eurasia Shares in 2017
has supported the growth of DP Eurasia's business, Jubilant Foodworks believes
that the original rationale for listing DP Eurasia Shares is now less
compelling, and that the sustainable success of the DP Eurasia business and
value creation may be better served through private ownership, due to the fact
that:
(i) DP Eurasia attracts negligible trading volumes which do not
justify the requirements and associated costs with maintaining its public
listing. The average daily trading volume over the past 12 months has been
68,692 shares, which means that DP Eurasia Shareholders who wish to sell a
meaningful stake may have to accept bids significantly lower than the ask
price quoted by market makers or be unable to sell their stake at all;
(ii) Declining investor interest in smaller listed companies in
London and the impact of regulation restricting investment research
distribution have led to reduced levels of interest in companies like DP
Eurasia by public market institutional investors;
(iii) The illiquidity of the DP Eurasia Shares leads to significant
volatility in the share price on very limited share transaction volumes, thus
share price movements do not necessarily reflect the operational performance
of the business and may act as an unhelpful benchmark. Consequently, DP
Eurasia's historical operational growth and success has had limited impact on
its share price;
(iv) DP Eurasia's management time and the legal and regulatory
burden associated with maintaining DP Eurasia's listing are disproportionate
to the benefits to DP Eurasia Shareholders; and
(v) as a private company, Jubilant Foodworks believes that the
business will benefit from a longer-term approach to strategy and decision
making and that DP Eurasia will have greater flexibility to pursue strategic
opportunities, including in relation to capital allocation and growth.
2. Financing of the Offer
The cash consideration payable to DP Eurasia Shareholders pursuant to the
Offer will be funded through a combination of an existing debt facility with
HSBC and a new debt facility with HSBC. There are no outstanding conditions
that need to be met for the new debt facility to be operational.
3. Information relating to Jubilant Foodworks including
its ownership
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 1,888
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 launched its first owned-restaurant brand 'Hong's
Kitchen' in the Chinese cuisine segment which now has 18 restaurants across
three cities.
4. Information relating to DP Eurasia
DP Eurasia is the exclusive master franchisee of the Domino's Pizza brand in
Turkey, Azerbaijan, and Georgia. DP Eurasia 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
on 3 July 2017. DP Eurasia (together with its subsidiaries) is the largest
pizza delivery company in Turkey. DP Eurasia offers pizza delivery and
takeaway/eat-in facilities at its 694 stores (678 in Turkey, 10 in Azerbaijan
and 6 in Georgia) as of 31 October 2023 and operates through its owned
corporate stores (12%) and franchised stores (88%).
In addition to its pizza delivery business, DP Eurasia also has its own coffee
brand, COFFY, which trades from 67 stores at period-end 31 October 2023, 52 of
which are franchised. DP Eurasia 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, DP Eurasia has initiated the
steps to file for DP Eurasia Russia's bankruptcy. This was preceded by the
announcement on 28 December 2022, which confirmed that the DP Eurasia was
evaluating its presence in Russia, the impact of sanctions and its continuing
ability to serve its customers in Russia. DP Eurasia's Russian segment was
classified as discontinued operations within the DP Eurasia's audited
financial statements for the year ended 31 December 2022.
5. Intention statements
The DP Eurasia business and ongoing strategy
Jubilant Foodworks is supportive of DP Eurasia's business plan and current
strategy. Jubilant Foodworks intends to leverage its experience as India's
largest foodservice company to assist DP Eurasia with its growth plans.
Board Composition
Jubilant Foodworks does not intend to make any changes to the composition of
DP Eurasia's Board if it remains a listed company. Jubilant Foodworks'
relationship agreement with DP Eurasia also currently remains in place and
governs Jubilant Foodworks' relationship with DP Eurasia.
The Relationship Agreement will terminate if DP Eurasia's Shares cease to be
listed on the premium listing segment of the Official List and admitted to
trading on the London Stock Exchange's Main Market for listed securities. If
DP Eurasia's admission to trading on the London Stock Exchange's Main Market
is cancelled and DP Eurasia is converted into a Dutch private company with
limited liability (besloten vennootschap met beperkte aansprakelijkheid),
Jubilant Foodworks intends to review the composition of DP Eurasia's Board to
balance good corporate governance with typical private company requirements.
Management and employees
Jubilant Foodworks recognises the important contribution that the DP Eurasia
management team and employees make to the success of the business. Jubilant
Foodworks is supportive of DP Eurasia's business plan and looks forward to
continuing to work with DP Eurasia's key management following completion of
the Offer.
Articles of association
It is intended that DP Eurasia's listing on the premium listing segment of the
Official List and admission to trading on the London Stock Exchange's Main
Market will be cancelled and DP Eurasia will be converted into a Dutch private
company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid) if Jubilant Foodworks has (i) by virtue of its
shareholdings and acceptances of the Offer, acquired or agreed to acquire
share capital carrying 75 per cent. or more of the voting rights of DP Eurasia
or Jubilant Foodworks' share ownership following the Offer is of a level that
Jubilant Foodworks believes would be sufficient for the resolution to pass;
and (ii) has obtained acceptances of the Offer or acquired or agreed to
acquire shares from independent shareholders that represent a majority of the
voting rights held by the independent shareholders on the date the Offer was
announced. In case of a conversion of DP Eurasia into a Dutch private company
with limited liability and a delisting of the DP Eurasia Shares, Jubilant
Foodworks intends that the articles of association will be amended to include,
among other things, (i) deletion and amendment of all references to Euroclear
Nederland and the Dutch Securities Book-Entry Administration and Trading Act
(Wet giraal effectenverkeer), (ii) an amendment to reflect that DP Eurasia's
Board is no longer authorised to determine which part of the profit is
reserved, and (iii) an update of statutory terms (such as the convocation
period for general meetings of shareholders and the term to prepare the annual
accounts).
6. Overseas Shareholders
The availability of the Offer to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdiction. Persons who are
subject to the laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable requirements. If you
remain in any doubt, you should consult your professional adviser in the
relevant jurisdiction without delay.
Unless otherwise determined by Jubilant Foodworks, and permitted by applicable
law and regulation, the Offer is not being made, directly or indirectly, in or
into or by the use of the mails of, or by 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 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 any 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. Any person (including, without
limitation, any agent, nominee, custodian or trustee) who has a contractual or
legal obligation, or may otherwise intend, to forward this announcement or any
related document to a jurisdiction outside the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdiction and must not mail, send or otherwise forward or distribute
them in, into or from any Restricted Jurisdiction. Doing so may render any
purported acceptance of the Offer invalid.
7. Delisting, cancellation of trading, conversion and
post-closing restructuring
Jubilant Foodworks intends, shortly after completion of the Offer, if Jubilant
Foodworks has (i) by virtue of its shareholdings and acceptances of the Offer,
acquired or agreed to acquire share capital carrying 75 per cent. or more of
the voting rights of DP Eurasia; or Jubilant Foodworks' share ownership
following the Offer is of a level that Jubilant Foodworks believes would be
sufficient for the resolution to pass; and (ii) has obtained acceptances of
the Offer or acquired or agreed to acquire shares from independent
shareholders that represent a majority of the voting rights held by the
independent shareholders on the date the Offer was announced, to procure that
DP Eurasia makes an application to the FCA for the cancellation of the listing
of the DP Eurasia Shares from the premium listing segment of the Official List
and to the London Stock Exchange for the cancellation of the admission to
trading of the DP Eurasia Shares on the London Stock Exchange's Main Market.
It is anticipated that, subject to any applicable requirements of the London
Stock Exchange, the cancellation of the listing on the premium listing segment
of the Official List and the admission to trading on the London Stock
Exchange's Main Market will take effect no earlier than 20 Business Days after
the date on which Jubilant Foodworks has obtained the relevant shareholding
and acceptances as described above.
If the DP Eurasia Shares are delisted, Jubilant Foodworks intends to procure
that DP Eurasia be converted into a Dutch private company with limited
liability (besloten vennootschap met beperkte aansprakelijkheid).
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 Offer has not
been accepted at that time 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.
In the event that that the relevant shareholding and acceptances described
above are not obtained by Jubilant Foodworks, the delisting of the DP Eurasia
Shares will not take place as part of the Offer. In these circumstances, DP
Eurasia Shareholders who have not accepted the Offer may also find that the
liquidity of their DP Eurasia Shares, albeit still in a listed company, is now
reduced having become minority shareholders in a company majority controlled
by Jubilant Foodworks and may therefore be unable to sell their DP Eurasia
Shares.
In the event that the delisting of the DP Eurasia Shares does not take place
as part of the Offer, Jubilant Foodworks reserves the right, subject to
applicable law and regulation, to propose a DP Eurasia shareholder resolution
post-Offer, to approve the cancellation of the listing of the DP Eurasia
Shares from the premium listing segment of the Official List and the
cancellation of the admission to trading of the DP Eurasia Shares on the
London Stock Exchange's Main Market.
Aside from the delisting of the DP Eurasia Shares and the conversion of DP
Eurasia into a Dutch private company with limited liability, Jubilant
Foodworks may 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"), including:
(i) Jubilant Foodworks may seek to procure a sale and
transfer of all assets and liabilities of DP Eurasia to Jubilant Foodworks (a
"Post-Offer Asset Sale"). Pursuant to the articles of association of DP
Eurasia, a Post-Offer Asset Sale requires an approval at a general meeting of
DP Eurasia Shareholders by a simple majority of the votes cast. Following a
Post-Offer Asset Sale, Jubilant Foodworks may procure the dissolution and
liquidation of DP Eurasia (the "Liquidation" and together with the Post-Offer
Asset Sale the "Post-Offer Asset Sale and Liquidation"). Any Liquidation
distribution would generally be subject to 15 per cent. Dutch dividend
withholding tax to the extent it exceeds DP Eurasia's average paid-in capital
recognised for Dutch dividend withholding tax purposes. The Offer Price paid
for Shares tendered under the Offer will not be subject to Dutch dividend
withholding tax. Any applicable withholding taxes, including the Dutch
dividend withholding tax, imposed on DP Eurasia Shareholders in respect of the
Liquidation distribution may be significantly greater than the taxes that
would be imposed upon such DP Eurasia Shareholders had they tendered their
Shares pursuant to the Offer;
(ii) if Jubilant Foodworks, by virtue of acceptance of the
Offer or otherwise, holds at least 95 per cent. of DP Eurasia's aggregate
issued and outstanding ordinary share capital (calculated in accordance with
the DCC), Jubilant Foodworks may commence a compulsory acquisition procedure
(uitkoopprocedure) in accordance with article 2:92a or 2:201a DCC to buy out
the DP Eurasia Shares that are not yet held by Jubilant Foodworks and its
group companies within the meaning of the DCC (the "Compulsory Acquisition");
(iii) a subsequent public offer for any Shares held by
minority DP Eurasia Shareholders;
(iv) a statutory cross-border merger (grensoverschrijdende
fusie) between Jubilant Foodworks, or an affiliate Jubilant Foodworks, and DP
Eurasia, with DP Eurasia being the disappearing entity and Jubilant Foodworks
or its affiliate (as the case may be) being the surviving entity;
(v) a statutory (bilateral or triangular) legal merger
(juridische (driehoeks)fusie) or legal demerger (juridische splitsing) in
accordance with the DCC involving one or more members of the DP Eurasia Group;
(vi) a contribution of cash or assets by Jubilant Foodworks or
by any affiliate of Jubilant Foodworks in exchange for new shares in the share
capital of a member of the DP Eurasia Group, in which the pre-emptive rights
(voorkeursrechten), if any, of minority DP Eurasia Shareholders may be
excluded;
(vii) a sale and transfer of assets and liabilities (i) by any
member of the DP Eurasia Group to Jubilant Foodworks or any of its affiliates
or (ii) by Jubilant Foodworks or any of its affiliates to any member of the DP
Eurasia Group;
(viii) a distribution of proceeds, cash or assets to the DP
Eurasia Shareholders or share buybacks;
(ix) the liquidation of DP Eurasia or a member of the DP
Eurasia Group;
(x) a conversion of DP Eurasia into a private limited
liability company (besloten vennootschap met beperkte aansprakelijkheid);
(xi) any transaction between any member of the DP Eurasia
Group and Jubilant Foodworks or any of its affiliates at terms that may not be
at arm's length;
(xii) any transaction, including a sale or transfer of any
material asset, between members of the DP Eurasia Group or between any member
of the DP Eurasia Group and Jubilant Foodworks or any of its affiliates with
the objective of utilising any carry forward tax losses available to the DP
Eurasia Group, Jubilant Foodworks or any of its affiliates;
(xiii) the making of any changes to the dividend policy of DP
Eurasia;
(xiv) any transactions, restructurings, share issues, procedures
or proceedings in relation to any member of the DP Eurasia Group required to
effect the aforementioned objectives; or
(xv) any combination of the foregoing.
8. Further information
The bases and sources of certain information contained in this announcement
are set out in Appendix 1. Certain terms used in this announcement are defined
in Appendix 2.
This announcement will be published on Jubilant Foodworks' website and will be
available at https://www.jubilantfoodworks.com/
(https://www.jubilantfoodworks.com/) as soon as practicable following the
publication of this announcement. The content of the website is not
incorporated into, and does not form part of, this announcement.
The Offer will be subject to the full terms to be set out in the Offer
Document and, in respect of DP Eurasia Shares held in certificated form, the
Form of Acceptance when issued. The formal Offer Document and, in respect of
DP Eurasia Shares held in certificated form, the Form of Acceptance will be
sent to DP Eurasia Shareholders in due course. In deciding whether or not to
accept the Offer in respect of their DP Eurasia Shares, DP Eurasia
Shareholders should consider the information contained in, and the procedures
described in, such documentation.
Save in respect of any Compulsory Acquisition (and for the avoidance of doubt,
any Post-Offer Asset Sale, Liquidation, or Other Restructuring Measure) which
shall be governed by the laws of The Netherlands, the Offer will be governed
by the laws of England and Wales and will be subject to the jurisdiction of
the Courts of England and Wales and to further terms set out in the Offer
Document. This announcement does not constitute an offer or an invitation to
purchase or subscribe for any securities.
The availability of the Offer to DP Eurasia Shareholders may be affected by
the laws of the local jurisdictions in which they reside. Each DP Eurasia
Shareholder should inform themselves about and observe any applicable
requirements.
Enquiries:
Jubilant Foodworks
Ashish Goenka ashish.goenka@jublfood.com (mailto:ashish.goenka@jublfood.com)
Peel Hunt (Financial Adviser to Jubilant Foodworks) +44 (0) 20 7418 8900
Oliver Jackson
Rebecca Bankhead
Monal Kathrecha
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 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 Offer will be made solely by means of the Offer Document and, in respect
of DP Eurasia Shares held in certificated form, the Form of Acceptance
accompanying the Offer Document, which will contain the full terms of the
Offer including details of how to accept the Offer. Details on how to accept
the Offer in respect of DP Eurasia Shares held in uncertificated form (that
is, as Depositary Receipts held in CREST) will be set out in full in the Offer
Document. Any approval, acceptance, decision or other response to the Offer
should be made only on the basis of the information in the Offer Document and,
in respect of DP Eurasia Shares held in certificated form, the Form of
Acceptance. DP Eurasia Shareholders are strongly advised to read the formal
documentation in relation to the Offer once it has been despatched.
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 and the
availability of the 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 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 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 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 Offer.
Notice to US shareholders
The Offer will be 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 Offer Document, which contains important information about the Offer
and the Shares. 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 Offer, passed
upon the fairness of the 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, both prior to the
making of the Offer and whilst the Offer, if and when made, remains open for
acceptances, make certain purchases of, or arrangements to purchase, DP
Eurasia Shares outside the United States otherwise than under the 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 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 Offer.
Jubilant Foodworks 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,
or persons acting on its behalf, 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 Jubilant Foodworks' website and will be
available at https://www.jubilantfoodworks.com/
(https://www.jubilantfoodworks.com/) as soon as practicable following the
publication of this announcement. The content of the website 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. For the purposes of UK MAR, the person responsible for arranging for
the release of this information on behalf of Jubilant Foodworks is Ashish
Goenka, Chief Financial Officer of Jubilant Foodworks.
Appendix I - SOURCES AND BASES
Save as otherwise set out in announcement, the following constitute the bases
and sources of information referred to in this announcement:
1.1 references to the existing issued and outstanding share
capital of DP Eurasia are to the number of DP Eurasia Shares in issue as at 27
November 2023, being the last Business Day prior to the date of this
announcement, which was 146,590,620 DP Eurasia Shares. The ISIN for the DP
Eurasia Shares is NL0012328801;
1.2 all prices for DP Eurasia Shares have been derived from
the Daily Official List and represent Closing Prices on the relevant date(s);
1.3 references to the VWAP per DP Eurasia Share for the 90
day and 12 month periods ended 27 November 2023 are derived from data provided
by Bloomberg; and
1.4 certain figures included in this announcement have been
subject to rounding adjustments.
Appendix II - DEFINITIONS
"Business Day" any day, other than a public holiday, Saturday or Sunday, when banks generally
are open in London and The Netherlands for general banking business
"Closing Date" the date on which the Offer closes for acceptances, to be set out in the Offer
Document
"Compulsory Acquisition" has the meaning set out in paragraph 7 of this announcement
"DCC" the Dutch Civil Code (Burgerlijk Wetboek)
"Depositary" any securities depositary, any securities settlement system, any clearing
house or agency, and any book-entry securities system which DP Eurasia may
use, directly or indirectly, from time to time
"Depositary Receipts" or "DRs" independent securities constituted under English law and issued and
outstanding, by the Depositary in respect of, and representing on a
one-for-one basis, underlying DP Eurasia Shares which may be held or
transferred through the CREST system
"DP Eurasia" DP Eurasia, a public limited liability company (naamloze vennootschap)
incorporated under the laws of The Netherlands, with its corporate seat in
Amsterdam, The Netherlands and registered with the trade register of the Dutch
Chamber of Commerce under number 67090753
"DP Eurasia Group" DP Eurasia and its subsidiaries and subsidiary undertakings
"DP Eurasia Shareholders" holders of DP Eurasia Shares, including, as the context so requires, the DR
Holders
"DP Eurasia Shares" issued and outstanding ordinary shares in the capital of DP Eurasia with a
nominal value of EUR 0.12 each, and "DP Eurasia Share" shall be construed
accordingly
"DR Holders" the holders of Depositary Receipts
"Dutch Takeover Rules" Chapter 5.5 of the Dutch Financial Supervision Act (Wet op het financieel
toezicht) and the rules promulgated thereunder, including the Decree on Public
Takeovers (Besluit Openbare Biedingen Wft) and the Exemption Decree Public
Takeover Bids (Vrijstellingsbesluit Overnamebiedingen Wft)
"FCA" the Financial Conduct Authority
"Jubilant Foodworks" Jubilant Foodworks Netherlands B.V., 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
and registered with the trade register of the Dutch Chamber of Commerce under
number 81896522
"Jubilant Foodworks Directors" the board of directors of Jubilant Foodworks, being Sanjay Mohta, Sreenivas
Sreekanth Perepu, Parthiv Arun Mehta and Anantkumar Ambadas Malekar.
"Jubilant Foodworks Group" Jubilant Foodworks and its subsidiaries and subsidiary undertakings
"Liquidation" has the meaning set out in paragraph 7 of this announcement
"London Stock Exchange" the London Stock Exchange plc or its successor
"Main Market" the main market for listed securities of the London Stock Exchange
"Offer" the cash offer intended to be made by Jubilant Foodworks to acquire all the DP
Eurasia Shares not already owned by Jubilant Foodworks on the terms to be set
out in the Offer Document including, where the context so requires, any
subsequent revision, variation, extension or renewal of such offer and
includes any election available in connection with it
"Offer Price" 85 pence per share in cash for each DP Eurasia Share
"Official List" the Official List of the FCA
"Other Restructuring Measures" has the meaning set out in paragraph 7 of this announcement
"Overseas Shareholders" DP Eurasia Shareholders or DR Holders who are resident in, ordinarily resident
in, or citizens of, jurisdictions outside the United Kingdom
"Post-Offer Asset Sale" has the meaning set out in paragraph 7 of this announcement
"Post-Offer Asset Sale and Liquidation" has the meaning set out in paragraph 7 of this announcement
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Offer is sent or made available to DP Eurasia Shareholders in that
jurisdiction
"SEC" US Securities and Exchange Commission
"UK MAR" 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
"US Exchange Act" all applicable US laws and regulations, including, to the extent applicable
Section 14(e) of the US Securities Exchange Act of 1934, as amended
"VWAP" volume-weighted average price
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