REG - DP Poland PLC - Result of Placing & Subscriptions

DP PolandAnnouncement

19/08/2022 18:15

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RNS Number : 6811W  DP Poland PLC  19 August 2022

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE
THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

19 August 2022

DP Poland plc

("DP Poland" or "the Company")

Result of Placing and Subscriptions

The Board of DP Poland (AIM: DPP), the operator of Domino's pizza stores and
restaurants across Poland, is pleased to announce that further to the
announcement made yesterday (the "Launch Announcement"), the Company has
raised gross Fundraising proceeds of £4.8 million.

 

The Fundraising proceeds are broken down as follows:

 

·      approximately £2.6 million through the issue of 31,875,000
M&M Subscription Shares

·      approximately £2.0 million through the Placing of 25,625,000
Placing Shares; and

·      approximately £0.2 million through the issue of 2,000,000
Subscriptions' Shares,

 

in each case, issued at the Issue Price of 8 pence per New Share. The
59,500,000 New Shares, in aggregate, together represent approximately 9.12% of
the existing issued share capital of the Company.

 

The Placing is subject to the conditions set out in the Launch Announcement.

 

The net proceeds receivable by the Company from the Fundraising will be used
to continue to work towards the Company's objective of becoming a market
leader in Poland, including through the store roll out programme and capital
expenditure, as set out in the Launch Announcement.

 

Admission, Settlement and Dealings

 

Application has been made to the London Stock Exchange for admission of the
New Shares to trading on AIM and Admission is expected to take place at 8.00
a.m. on 24 August 2022. Immediately following Admission, the Enlarged Share
Capital is expected to comprise 711,873,431 Ordinary Shares. Each Ordinary
Share has one voting right. The Company does not hold any Ordinary Shares in
treasury. Therefore, the total number of Ordinary Shares and voting rights in
the Company will be 711,873,431.

 

This figure may be used by shareholders in the Company as the denominator for
the calculations by which they will determine if they are required to notify
their interest in, or a change to their interest in, the share capital of the
Company under the FCA's Disclosure Guidance and Transparency Rules.

Capitalised terms used in this announcement (this "Announcement") have the
meanings given to them in the Launch Announcement, unless the context provides
otherwise.

This announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this announcement.

This Announcement is released by DP Poland plc and contains inside information
for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014
(MAR) and the UK version of MAR which forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018 (UK MAR), and is disclosed in accordance
with the Company's obligations under Article 17 of MAR and UK MAR.

For the purposes of UK MAR and EU MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, the person responsible for arranging the release of
this Announcement on behalf of the Company is Nils Gornall, CEO of the
Company.

Enquiries:

 DP Poland PLC                                            Tel: +44 (0) 20 3393 6954
 Nils Gornall, CEO

 Singer Capital Markets (Nominated Adviser and Broker)    Tel: +44 (0) 20 7496 3000
 Shaun Dobson / Will Goode / Amanda Gray / Oliver Platts

 

Notes for editors

About DP Poland plc

DP Poland, through its wholly owned subsidiary DP Polska S.A., has the
exclusive right to develop, operate and sub-franchise Domino's Pizza stores in
Poland. Following its acquisition of Dominium S.A., which constituted a
reverse takeover under the AIM Rules for Companies, the Group now operates
over 100 stores and restaurants across a number of cities and towns in Poland
and Croatia.

IMPORTANT NOTICES

Neither this Announcement, nor any copy of it, may be taken or transmitted,
published or distributed, directly or indirectly, in or into the United
States, Australia, Canada, Japan, New Zealand or the Republic of South Africa
or to any persons in any of those jurisdictions or any other jurisdiction
where to do so would constitute a violation of the relevant securities laws of
such jurisdiction. This Announcement is for information purposes only and does
not constitute an offer to sell or issue, or the solicitation of an offer to
buy, acquire or subscribe for any shares in the capital of the Company in the
United States, Australia, Canada, Japan, New Zealand or the Republic of South
Africa or any other state or jurisdiction in which such offer or solicitation
is not authorised or to any person to whom it is unlawful to make such offer
or solicitation. Any failure to comply with these restrictions may constitute
a violation of securities laws of such jurisdictions.

The securities referred to herein have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any state or other jurisdiction of the
United States, and may not be offered or sold, directly or indirectly, in or
into the United States absent registration under the Securities Act or
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with the
securities laws of any state or any other jurisdiction of the United States.
There will be no public offering of securities in the United States.

 No prospectus will be made available in connection with the matters
contained in this Announcement and no such prospectus is required (in
accordance with Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") or
the UK version of Regulation (EU) 2017/1129, which forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK
Prospectus Regulation")) to be published.  Persons needing advice should
consult a qualified independent legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.

This Announcement is for information purposes only and is directed only
at persons whose ordinary activities involve them in acquiring, holding,
managing and disposing of investments (as principal or agent) for the purposes
of their business and who have professional experience in matters relating to
investments and are: (a) if in a member state of the European Economic Area
(the "EEA") (each a "Relevant State"), qualified investors within the meaning
of article 2(e) of the EU Prospectus Regulation ("Qualified Investors"); or
(b) if in the United Kingdom, qualified investors within the meaning of
article 2(e) of the UK Prospectus Regulation who are also (i) persons who fall
within the definition of "investment professional" in article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"), or (ii) persons who fall within article 49(2)(a) to (d)
of the Order, or (c) persons to whom it may otherwise be lawfully communicated
(all such persons referred to in (i), (ii) and (iii) above together being
referred to as "Relevant Persons").

Any investment or investment activity to which this Announcement relates is
available in Relevant States only to Qualified Investors and in the United
Kingdom only to Relevant Persons, and will be engaged in only with Qualified
Investors in Relevant States and Relevant Persons in the United Kingdom. This
Announcement must not be acted on or relied on by persons in a Relevant State
who are not Qualified Investors, or persons in the United Kingdom who are not
Relevant Persons.

The distribution of this Announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company or SCM or any of their respective partners, directors, officers,
employees, advisers, consultants, affiliates or agents that would permit an
offering of such shares or possession or distribution of this Announcement or
any other offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company, and SCM to
inform themselves about, and to observe, such restrictions.

This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of the Financial Services and Markets Act 2000, as
amended ("FSMA"), by a person authorised under FSMA. This Announcement is
being distributed to persons in the United Kingdom only in circumstances in
which section 21(1) of FSMA does not apply.

Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.

This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
by SCM or by any of its partners, directors, officers, employees, advisers,
consultants, affiliates or agents as to or in relation to, the accuracy or
completeness of this Announcement or any other written or oral information
made available to any interested person or their advisers, and any liability
therefore is expressly disclaimed. None of the information in this
Announcement has been independently verified or approved by SCM or any of its
partners, directors, officers, employees, advisers, consultants, affiliates or
agents. Save for any responsibilities or liabilities, if any, imposed on SCM
by FSMA or by the regulator regime established under it, no responsibility or
liability is accepted by SCM or any of its partners, directors, officers,
employees, advisers, consultants, affiliates or agents for any errors,
omissions or inaccuracies in such information or opinions or for any loss,
cost or damage suffered or incurred howsoever arising, directly or indirectly,
from any use of this Announcement or its contents or otherwise in connection
with this Announcement or from any acts or omissions of the Company in
relation to the Placing.

Singer Capital Market Securities Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting solely for the Company and no-one
else in connection with the transactions and arrangements described in this
Announcement and will not regard any other person (whether or not a recipient
of this Announcement) as a client in relation to the transactions and
arrangements described in this Announcement. Neither Singer Capital Market
Securities Limited nor its partners, directors, officers, employees, advisers,
consultants, affiliates or agents are responsible to anyone other than the
Company for providing the protections afforded to clients of Singer Capital
Market Securities Limited or for providing advice in connection with the
contents of this Announcement or for any other matters referred to herein.

Singer Capital Market Advisory LLP, which is authorised and regulated in the
United Kingdom by the FCA, is acting solely for the Company and no-one else in
connection with the transactions and arrangements described in this
Announcement and will not regard any other person (whether or not a recipient
of this Announcement) as a client in relation to the transactions and
arrangements described in this Announcement. Neither Singer Capital Market
Advisory LLP nor its partners, directors, officers, employees, advisers,
consultants, affiliates or agents are responsible to anyone other than the
Company for providing the protections afforded to clients of Singer Capital
Market Advisory LLP or for providing advice in connection with the contents of
this Announcement or for any other matters referred to herein.

Cautionary statements

This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company. As a result, the actual future financial
condition, performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking statements.
Any forward-looking statements made in this Announcement by or on behalf of
the Company speak only as of the date they are made. The information contained
in this Announcement is subject to change without notice and except as
required by applicable law or regulation (including to meet the requirements
of the AIM Rules, UK MAR, the UK Prospectus Regulation and/or FSMA), the
Company expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in this
Announcement to reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on which any
such statements are based. Such forward-looking statements involve risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions. Many factors could cause actual results,
performance or achievements to differ materially from those projected or
implied in any forward-looking statements. The important factors that could
cause the Company's actual results, performance or achievements to differ
materially from those in the forward-looking statements include, among others,
economic and business cycles, the terms and conditions of the Company's
financing arrangements, foreign currency rate fluctuations, competition in the
Company's principal markets, acquisitions or disposals of businesses or assets
and trends in the Company's principal industries. Statements contained in this
Announcement regarding past trends or activities should not be taken as
representation that such trends or activities will continue in the future. You
should not place undue reliance on forward-looking statements, which speak
only as of the date of this Announcement.

No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future years would necessarily match
or exceed the historical published earnings per share of the Company.

This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Fundraising. The price of
shares and any income expected from them may go down as well as up and
investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. The contents of
this Announcement are not to be construed as legal, business, financial or tax
advice. Each investor or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.

In connection with the Fundraising, SCM and its respective partners,
directors, officers, employees, advisers, consultants, affiliates or agents
may take up a portion of the shares of the Company in the Placing in a
principal position and in that capacity may retain, purchase or sell for its
own account such shares and other securities of the Company or related
investments and may offer or sell such shares, securities or other investments
otherwise than in connection with the Placing. Accordingly, references in this
Announcement to Placing Shares being issued, offered or placed should be read
as including any issue, offering or placement of such shares in the Company to
SCM and any of its respective partners, directors, officers, employees,
advisers, consultants, affiliates or agents as, acting in such capacity. In
addition, SCM and any of its respective partners, directors, officers,
employees, advisers, consultants, affiliates or agents may enter into
financing arrangements (including swaps, warrants or contracts for difference)
with investors in connection with which SCM and any of its respective
partners, directors, officers, employees, advisers, consultants, affiliates or
agents may from time to time acquire, hold or dispose of such securities of
the Company, including the Placing Shares. Neither SCM nor any of its
respective partners, directors, officers, employees, advisers, consultants,
affiliates or agents intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligation to do so.

The Placing Shares to be issued and/or purchased pursuant to the Placing will
not be admitted to trading on any stock exchange other than AIM, a market
operated by the London Stock Exchange plc.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i) compatible with
an end target market of (a) retail clients, as defined in point (8) of Article
2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of
the EUWA, (b) investors who meet the criteria of professional clients as
defined in Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA and (c) eligible counterparties as defined in the FCA
Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for
distribution through all distribution channels as are permitted by Directive
2014/65/EU (the "UK Target Market Assessment"). Notwithstanding the UK Target
Market Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital protection; and
an investment in the Placing Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The UK
Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, SCM will only procure investors who meet the criteria of
professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of COBS; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the EU Target Market Assessment, SCM will only
procure investors who meet the criteria of professional clients and eligible
counterparties.

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

 

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