Tender Offer

Domino's Pizza UK & IRL PLC 19 September 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA AND JAPAN Domino's Pizza UK & IRL plc - Tender Offer Domino's Pizza UK & IRL plc ('Domino's' or the 'Company') announces that it intends to return up to £7 million of cash to Shareholders by means of a Tender Offer, pursuant to which Numis, as principal, will offer to purchase up to 2,215,000 Ordinary Shares at 316 pence per share. The maximum number of Ordinary Shares to be purchased pursuant to the Tender Offer represents approximately 4 per cent. of the existing issued share capital of the Company. Background to and reasons for the Tender Offer The Directors believe that the Tender Offer will satisfy their objective of returning capital to Shareholders in a manner that is earnings enhancing and enables all Shareholders to participate equally, should they choose to do so. During 2004, the Company commenced its programme of buying back its own Ordinary Shares. Since 9 June 2004, a total of 1,200,000 Ordinary Shares, representing approximately 2.1 per cent. of the issued share capital of the Company, have been bought back and cancelled. These repurchases have been made in tranches of between 100,000 and 250,000 Ordinary Shares. As a result of further generation of cash that the Directors consider surplus to the Company's current requirements, the Company now proposes to return up to £7 million to Shareholders by means of the Tender Offer. The Tender Offer is to be effected by Numis purchasing, as principal, up to 2,215,000 Ordinary Shares at 316 pence per Ordinary Share from Qualifying Shareholders and then selling such Ordinary Shares on-market to the Company for cancellation at the Tender Price. The share repurchase will be effected pursuant to the authority obtained by the Company to repurchase its own Ordinary Shares at the Annual General Meeting of the Company held on 21 April 2005. Qualifying Shareholders The Tender Offer is being made available to Shareholders on the register of members at 5.00pm on 3 October 2005 (the 'Record Date'). Qualifying Shareholders may participate in the Tender Offer by tendering all or a proportion of the Ordinary Shares held by them at the Record Date. In the event that tenders are received (in aggregate) for in excess of 2,215,000 Ordinary Shares, tenders will be scaled back pro rata to the total number of Ordinary Shares tendered. Directors interests The Directors who are beneficially entitled to Ordinary Shares have indicated that they will not sell Ordinary Shares pursuant to the Tender Offer, other than as detailed below: CTG Investments Limited, a company owned by a discretionary trust in which Stephen Hemsley is a potential beneficiary, has indicated that it may wish to tender a minimum of 500,000 Ordinary Shares; and International Franchise Systems Inc. (which holds shares beneficially for HS Real Company LLC) and HS Real Company LLC (a company owned by a discretionary trust, the beneficiaries of which are the adult children of Colin and Gail Halpern), have indicated that they may wish, in aggregate, to tender a minimum of 1,715,000 Ordinary Shares. If the tenders of the organisations referred to in the previous two paragraphs are accepted in full, following the tender Stephen Hemsley will hold a disclosable interest in 2,000,000 Ordinary Shares and Colin Halpern will hold a disclosable interest in 7,440,497 Ordinary Shares. Expected Timetable The Circular and Form of Tender are expected to be posted to Shareholders today and will contain the formal terms and conditions of the Tender Offer as well as instructions to Shareholders on how to tender their Ordinary Shares should they choose to do so. Tender Offer commences 19 September 2005 Record Date 5.00 p.m. on 3 October 2005 Latest time and date for receipt of Forms of Tender 3.00 p.m. on 3 October 2005 Tender Offer closes 3.00 p.m. on 3 October 2005 Result of Tender Offer announced by 7.30 a.m. on 4 October 2005 Purchase of Ordinary Shares under the Tender Offer 4 October 2005 CREST accounts credited with Tender Offer proceeds 7 October 2005 Despatch of cheques for certificated Ordinary Shares purchased pursuant to the Tender Offer by 7 October 2005 Despatch of balance certificates in respect of any unsold Ordinary Shares by 7 October 2005 Current Trading On 25 July 2005, the Company announced its interim results for the 26 weeks to 3 July 2005. In that statement, the Board noted that: 'The outlook for the remainder of the year is positive although we are cautious that the strong like-for-like system sales in 2004 will be challenging to match in the second half of the year. Current store openings are excellent and we are confident that we will fully meet the market's estimate for the full year.' Since that date, trading has continued in line with this comment and with the Directors' expectations. Definitions in this announcement have the same meaning as those set out in the Circular. Enquiries: Domino's Pizza UL & IRL plc Stephen Hemsley, Chief Executive +44 (0) 1908 580 604 Lee Ginsberg, Finance Director +44 (0)1908-580611 / +44(0)7887 734064 Numis Securities Ltd David Poutney / Lee Aston +44 (0) 20 7776 1500 Hogarth Partnership Ltd Andrew Jaques / Kate Catchpole +44 (0) 20 7357 9477 Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Domino's Pizza UK & IRL plc and no-one else in relation to the matters described in this announcement and will not be responsible to anyone other than Domino's Pizza UK & IRL plc for providing the protections afforded to clients of Numis Securities Limited nor for providing advice in relation to the matters described in this announcement. This information is provided by RNS The company news service from the London Stock Exchange
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