REG - Jubilant Foodworks DP Eurasia N.V - Recommended Increased and Final Cash Offer

DP Eurasia NVAnnouncement

16/01/2024 08:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240116:nRSP8441Za&default-theme=true

RNS Number : 8441Z  Jubilant Foodworks Netherlands B.V.  16 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 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 WHICH WILL CONTAIN THE FULL TERMS OF SUCH OFFER,
INCLUDING DETAILS OF HOW SUCH OFFER MAY BE ACCEPTED.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

16 January 2024

Recommended Increased and Final Cash Offer for DP Eurasia N.V.

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 Announcement").

On 19 December 2023, the board of Jubilant Foodworks announced an increase to
the Original Offer to 95 pence per DP Eurasia Share and the publication of the
offer document containing the full terms and conditions of the Original Offer
and the procedures for its acceptance (the "Original Offer Document").

Recommended increased and final cash offer

The Independent DP Eurasia Directors (as defined below) and the board of
Jubilant Foodworks are pleased to announce that they have 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 Price") (the "Increased Offer"). The
Increased Offer values the total issued and outstanding share capital of DP
Eurasia at approximately £161.2m and the issued and outstanding share capital
not currently owned by Jubilant Foodworks at approximately £73.1m. The
Increased Offer will amend 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.

The Increased Offer represents a substantial premium of:

•             29.4 per cent. to the Original Offer Price of 85.0
pence per DP Eurasia Share as announced on 28 November 2023 in the Original
Offer Announcement;

 

•             60.6 per cent. to the closing share price of 68.5
pence per DP Eurasia Share on 27 November 2023 (being the latest practicable
date prior to the publication of the Original Offer Announcement);

 

•             60.6 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 latest practicable date prior to the publication of the
Original Offer Announcement); and

 

•             110.9 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 latest practicable date prior to the publication of
the Original Offer Announcement).

A revised offer document, containing the full terms and conditions of the
Increased Offer and the procedures for its acceptance (the "Increased Offer
Document"), will be published in due course.

As part of the Increased Offer, the Closing Date will be extended to give DP
Eurasia Shareholders time to consider and accept the Increased Offer. Jubilant
Foodworks confirms that such extended Closing Date will in any event not be
earlier than the later of (i) the date falling 10 days after the date on which
its Increased Offer Document is published and (ii) 28 January 2024. Further
details of the extended Closing Date will be announced in due course along
with the publication of the Increased Offer Document.

The Increased Offer is unconditional and not subject to the satisfaction of
any condition (including, no minimum acceptance condition). The Increased
Offer is being made for the purposes and in accordance with the requirements
of the Mandatory Bid Provisions.

Unless otherwise stated, words defined in the Original Offer Document have the
same meanings in this announcement.

Irrevocable undertakings

Jubilant Foodworks has received irrevocable undertakings to accept the
Increased Offer from:

 

 Name                              Number of DP Eurasia Shares  Per cent. of DP Eurasia Shares in issue
 Jeff R. Fieler                    19,178,628                   13.08%
 Barca Global Master Fund L.P.     12,087,470                   8.25%
 OAM European Value Fund           5,731,774                    3.91%
 Alnahdi Growth Fund               4,200,000                    2.87%
 Abaco Capital SGIIC S.A.          2,282,770                    1.56%
 A private individual shareholder  999,009                      0.68%

 Total                             44,479,651                   30.34%

 

Each of the irrevocable undertakings will lapse and cease to have effect if:
(i) the Increased Offer has not been announced (by way of an RNS announcement)
by 8.30 a.m. on 18 January 2024, or (ii) the Increased Offer Document has not
been published by 1 p.m. on 29 February 2024 (or in one case by 31 January
2024) (or such later date as is agreed in writing between the parties, in each
case).As at the date of this announcement, Jubilant Foodworks has received
irrevocable undertakings in respect of a total of 44,479,651 DP Eurasia Shares
(representing approximately 30.3 per cent. of DP Eurasia's issued and
outstanding share capital on 15 January 2024, being the latest practicable
date prior to the publication of this announcement (the "Latest Practicable
Date").

As at close of business on 12 January 2024, Jubilant Foodworks had received
valid acceptances of the Original Offer in respect of a total of 5,000 DP
Eurasia Shares (representing approximately 0.003 per cent. of DP Eurasia's
issued and outstanding share capital on the Latest Practicable Date).

Therefore, taken together with the DP Eurasia Shares that it already holds
(representing approximately 54.7 per cent. of DP Eurasia's issued and
outstanding share capital on the Latest Practicable Date), Jubilant Foodworks
holds, or has received valid acceptances or irrevocable commitments in respect
of 85.0 per cent. of DP Eurasia Shares.

Financing

The cash consideration payable to DP Eurasia Shareholders pursuant to the
Increased Offer will be funded through a combination of an existing debt
facility with HSBC and a new debt facility with HSBC.

Delisting

In the event that Jubilant Foodworks, by virtue of its existing shareholdings
and acceptances of the Increased Offer, has acquired or agreed to acquire
share capital carrying 75 per cent. or more of the voting rights of DP
Eurasia, then the Independent Directors of DP Eurasia agree with Jubilant
Foodworks that the success of the DP Eurasia business may be better served
through private ownership and therefore would, in this case, support Jubilant
Foodwork's intention to delist DP Eurasia as set out below.

Jubilant Foodworks intends, subject to satisfying the requirements under
Listing Rule 5.2.10 of the UK Listing Rules, including Jubilant Foodworks
having by virtue of its shareholdings and acceptances of the Increased Offer
acquired or agreed to acquire share capital carrying 75 per cent. or more of
the voting rights of DP Eurasia (the "75 per cent. Threshold"), 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.

Jubilant Foodworks confirms its intention 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 20 Business Days
after the date on which Jubilant Foodworks has obtained the 75 per cent.
Threshold.

Jubilant Foodworks confirms that once the 75 per cent. Threshold has been met
it will as soon as reasonably practicable thereafter make a further
announcement confirming the same.

If Jubilant Foodworks meets the relevant requirements under Listing Rule
5.2.10 of the UK Listing Rules and consequently, pursuant to Listing Rule
5.2.11 of the UK Listing Rules, DP Eurasia becomes required to notify DP
Eurasia Shareholders of that fact and the anticipated date of the cancellation
of DP Eurasia's listing, the board of DP Eurasia has agreed to take such
action and all other reasonably necessary steps to effect the delisting.

As noted above under "Irrevocable undertakings", together with the DP Eurasia
Shares that it already holds (representing approximately 54.7 per cent. of DP
Eurasia's issued and outstanding share capital on the Latest Practicable
Date), Jubilant Foodworks holds, or has received valid acceptances or
irrevocable commitments in respect of 85.0 per cent. of DP Eurasia Shares. On
the basis that the irrevocable undertakings detailed above are complied with
in respect of all DP Eurasia Shares held by each DP Eurasia Shareholder who
provided an irrevocable undertaking, the requirements under Listing Rule
5.2.10 of the UK Listing Rules will be able to be satisfied.

If the DP Eurasia Shares are delisted, Jubilant Foodworks intends to procure
that DP Eurasia is converted into a Dutch private company with limited
liability (besloten vennootschap met beperkte aansprakelijkheid), after which
it intends to 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 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.

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 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:

·      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 Increased Offer Price paid for DP
Eurasia Shares accepted under the Increased 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 their DP Eurasia
Shares been accepted pursuant to the Increased Offer;

 

·      if Jubilant Foodworks, by virtue of acceptance of the Increased
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; or

 

·      the further Other Restructuring Measures as set out in the
Original Offer Document and which will again be set out in the Increased Offer
Document to be published by Jubilant Foodworks in due course.

In the event 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 Increased Offer. In these circumstances, DP
Eurasia Shareholders who have not accepted the Increased 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 Increased Offer, Jubilant Foodworks reserves the right, subject
to applicable law and regulation, to propose a DP Eurasia Shareholder
resolution post-Increased 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.

Background to and reasons for the recommendation of the Independent DP Eurasia
Directors

Following the Original Offer Announcement by Jubilant Foodworks, Aslan
Saranga, Shyam S. Bhartia and Hari S. Bhartia (each being directors of DP
Eurasia) were recused in relation to matters connected therewith by reason of
conflict of interest. The remainder of the board of directors of DP Eurasia,
being Ahmet Ashaboğlu, Frederieke Slot, Burak Ertaş, David Adams and Bijou
Kurien, are each referred to in this announcement as an "Independent DP
Eurasia Director" and references in this announcement to the "Independent DP
Eurasia Directors" are to be construed accordingly.

 

Following the announcement by Jubilant Foodworks on 28 November 2023 of the
Original Offer at a price of 85 pence per DP Eurasia Share, the Independent DP
Eurasia Directors have sought to negotiate with Jubilant Foodworks to achieve
a higher offer price that the Independent DP Eurasia Directors believe more
fully reflects DP Eurasia's fair value. Concurrently, the Independent DP
Eurasia Directors, through discussions held by DP Eurasia's Financial Advisor,
Liberum, have also engaged with DP Eurasia's largest individual minority
shareholders who in aggregate represent 31.59 per cent. of DP Eurasia's share
capital.

These discussions have today reached a conclusion with the Independent DP
Eurasia Directors and the board of Jubilant Foodworks having reached an
agreement on the terms of the Increased Offer to be made by Jubilant Foodworks
and to be recommended by the Independent DP Eurasia Directors at the Increased
Offer Price of 110 pence per DP Eurasia Share.

 

In assessing the Increased Offer including whether it is fair and reasonable,
whilst the Increased Offer Price is less than the Independent DP Eurasia
Directors' assessment of the standalone fair value of DP Eurasia,  the
Independent DP Eurasia Directors have considered the following additional
factors as set out below in order to reach its unanimous decision to recommend
to DP Eurasia Shareholders that they accept the Increased Offer:

 

·      the Increased Offer represents a premium of:

·      29.4 per cent. to the Original Offer Price of 85.0 pence per DP
Eurasia Share as announced on 28 November 2023 in the Original Offer
Announcement;

·      60.6 per cent. to the closing share price of 68.5 pence per DP
Eurasia Share on 27 November 2023 (being the latest practicable date prior to
the publication of the Original Offer Announcement); and

·      110.9 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 latest practicable date prior to the publication of the Original Offer
Announcement);

·      the Increased Offer will amend 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;

·      as stated above, as at 15 January 2024, Jubilant Foodworks had
received irrevocable undertakings in respect of a total of 44,479,651 DP
Eurasia Shares (representing approximately 30.3 per cent. of DP Eurasia's
issued and outstanding share capital) and valid acceptances of the Original
Offer in respect of a total of 5,000 DP Eurasia Shares (representing
approximately 0.003 per cent. of DP Eurasia's issued and outstanding ordinary
share capital on the Latest Practicable Date);

·      taken together with the DP Eurasia Shares that Jubilant Foodworks
already holds (representing approximately 54.7 per cent. of DP Eurasia's
issued and outstanding share capital on the Latest Practicable Date), Jubilant
Foodworks holds, or has received valid acceptances or irrevocable commitments
in respect of 85.0 per cent. of DP Eurasia Shares;

·      Jubilant Foodworks' ability to delist DP Eurasia, which is its
stated intention, once it has, by virtue of its shareholding in DP Eurasia and
acceptances of the Increased Offer, acquired or agreed to acquire share
capital carrying 75 per cent. or more of the voting rights of DP Eurasia
which, on the basis that the irrevocable undertakings referred to above are
complied with, will be the case;

·      assuming Jubilant Foodworks achieves its stated intention of
delisting DP Eurasia (whether by way of the Increased Offer or by means of a
resolution of the DP Eurasia Shareholders), DP Eurasia will become a private
subsidiary of Jubilant Foodworks. As a result, DP Eurasia's Relationship
Agreement with Jubilant Foodworks will lapse and there will be extremely
limited (if any) remaining meaningful protections and liquidity available for
any DP Eurasia Shareholders who continue to hold their DP Eurasia Shares
following a delisting. Additionally in those circumstances, Jubilant Foodworks
has, as set out above, stated that it may seek to effect any of the Other
Restructuring Measures; and

·      once the Increased Offer ceases to be open for acceptance,
Jubilant Foodworks will be under no obligation to offer to acquire any further
DP Eurasia Shares and nor, if it does offer to do so, will there be any
obligation on Jubilant Foodworks to offer a price for such shares which is at
or above the price of the Increased Offer.

The Independent DP Eurasia Directors therefore urge DP Eurasia Shareholders to
review in detail the information and risks relevant to DP Eurasia Shareholders
who do not accept which are set out above in this announcement and also those
set out in the Increased Offer Document to be published by Jubilant Foodworks.
In the event any DP Eurasia Shareholder is in any doubt about any matter
relating to the Increased Offer, it should seek appropriate professional
advice.

Recommendation of the Independent DP Eurasia Directors

The Independent DP Eurasia Directors, who have been so advised by Liberum as
to the financial terms of the Increased Offer, consider that the terms of the
Increased Offer are fair and reasonable. In providing such advice, Liberum has
taken into account the commercial assessments of the Independent DP Eurasia
Directors.

 

Accordingly, the Independent DP Eurasia Directors unanimously recommend that
DP Eurasia Shareholders accept the Increased Offer in good time prior to the
Closing Date (such Closing Date to be announced in due course and 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.
 İlknur Kocaer, CFA - Investor Relations Director              +90 212 280 9636

 Liberum (Financial Adviser, Corporate Broker to DP Eurasia)   +44 (0) 20 3100 2000
 Corporate Broking: Andrew Godber
 Edward Thomas
 Will King

 M&A: Tim Medak
 Mark Harrison
 Matt Hogg

 Buchanan (Financial Communications)                           +44 (0) 20 7466 5000
 Richard Oldworth                                              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 will contain 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 will be 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 once it has been published.

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 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 Increased Offer Document, which contains important
information about the Increased Offer and the DP Eurasia Shares. The Increased
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 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, both prior to the
making of the Increased Offer and whilst the Increased 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 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/ 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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OUPBFMPTMTTBMMI