Tender Offer
Domino's Pizza UK & IRL PLC
23 November 2006
Domino's Pizza UK & IRL PLC
23 November 2006
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA AND JAPAN
Domino's Pizza UK & IRL plc - Tender Offer
Introduction
Domino's Pizza UK & IRL plc ('Domino's' or the 'Company') announces that it
intends to return up to approximately £10 million of cash to its shareholders by
means of a tender offer (the 'Tender Offer').
Pursuant to the Tender Offer, Numis Securities Limited ('Numis') and Altium
Capital Limited ('Altium'), each acting as principal, will offer to purchase,
between them, up to 1,800,000 ordinary shares of 5p each in the capital of the
Company ('Ordinary Shares') at 555 pence per share (the 'Tender Price'),
following which the Company will have the option to repurchase for cancellation,
on market and at the Tender Price, from Numis and Altium respectively, all those
Ordinary Shares purchased under the terms of the Tender Offer.
The maximum number of Ordinary Shares to be purchased pursuant to the Tender
Offer represents approximately three 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 pro rata, should they choose to.
During 2004, the Company commenced its programme of buying back its own Ordinary
Shares. Since 9 June 2004, a total of 3,814,936 Ordinary Shares, representing
approximately seven per cent. of the existing issued share capital of the
Company, have been brought back and cancelled.
As a result of the continued generation of cash that the Directors consider
surplus to the Company's current requirements, the Company now proposes to
return up to approximately £10 million to Shareholders by means of the Tender
Offer.
The Tender Offer
The Tender Offer is to be effected by Numis and Altium purchasing between them,
as principals, up to 1,800,000 Ordinary Shares at the Tender Price from
Qualifying Shareholders and then selling such Ordinary Shares on-market to the
Company for cancellation, also at the Tender Price. The Ordinary Share
repurchase will be effected pursuant to the authority obtained by the Company to
repurchase its Ordinary Shares at the Annual General Meeting of the Company held
on 27 April 2006.
A circular, containing the formal terms and conditions of the Tender Offer, and
a Form of Tender, containing instructions to shareholders on how to tender their
Ordinary Shares should they choose to do so, are expected to be posted to
shareholders later today.
Qualifying Shareholders
The Tender Offer is being made available to shareholders ('Qualifying
Shareholders') on the register of members at 5.00pm on 4 December 2006 (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
1,800,000 Ordinary Shares, tenders will be scaled back pro rata to the total
number of Ordinary Shares tendered.
Director's intentions
The Directors who are beneficially interested in Ordinary Shares have indicated
that they will not tender Ordinary Shares pursuant to the Tender Offer, other
than as detailed below:
Stephen Hemsley, Chief Executive Officer, has indicated that he may wish to
tender up to 300,000 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 Halpern,
Executive Chairman, and his wife Gail), have indicated that they may wish, in
aggregate, to tender up to 300,000 Ordinary Shares.
If the tenders of the individual and organisations referred to in the previous
two paragraphs are accepted in full, following the tender Stephen Hemsley will
remain interested in 2,350,000 Ordinary Shares and Colin Halpern will remain
interested in 6,224,464 Ordinary Shares.
Expected timetable
Tender Offer commences 24 November 2006
Latest time and date for receipt of Forms of Tender 3.00pm on 4 December 2006
Tender Offer closes 3.00pm on 4 December 2006
Record Date 5.00pm on 4 December 2006
Result of Tender Offer announced by 7.30am on 5 December 2006
Purchase of Ordinary Shares under the Tender Offer 5 December 2006
CREST accounts credited with Tender Offer proceeds 8 December 2006
Despatch of cheques for certificated Ordinary Shares
purchased pursuant to the Tender Offer by 8 December 2006
Despatch of balance certificates in respect of any
unsold Ordinary Shares by 8 December 2006
Current trading
On 25 July 2006, the Company announced its results for the 26 weeks to 2 July
2006. In that announcement, the Company stated that: 'The strong cash generation
of your Group, and the anticipated completion of a capital re-organisation,
should allow for further share buy-backs in the second half. We are confident
that earnings will meet market expectations for the year'. Since that date,
trading has continued strongly and the Directors are confident of fully meeting
the market's current expectations for the full year.
Enquiries:
Domino's Pizza UK & 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 / Nick Westlake +44 (0) 20 7776 1500
Altium Capital Ltd
Garry Levin / Tim Richardson +44 (0) 20 7484 4040
Hogarth Partnership Ltd
Chris Matthews / Fiona Noblet +44 (0) 20 7357 9477
Numis, 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 nor for providing advice in relation to
the matters described in this announcement.
Altium, 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 Altium 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