Notice of Extraordinary General Meeting

DP Eurasia N.V

20 February 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.

FOR IMMEDIATE RELEASE

20 February 2024

DP Eurasia N.V.

("DP Eurasia" or the "Company")

Notice of Extraordinary General Meeting

DP Eurasia (DPEU.L), the master franchisee of the Domino's Pizza brand in Turkey, Azerbaijan and Georgia, announces that DP Eurasia will hold an Extraordinary General Meeting (the "EGM") on 2 April 2024, commencing at 11:00 am (CEST).

As announced in the announcements by the Company and Jubilant Foodworks Netherlands B.V. ("Jubilant Foodworks") on 30 and 31 January 2024: (i) the recommended increased and final cash offer by Jubilant Foodworks for the entire issued and outstanding share capital of the Company not already owned by Jubilant Foodworks (the "Increased Offer") at 110 pence per share in the capital of the Company ("DP Eurasia Shares") closed for acceptances on 31 January 2024; and (ii) the listing of DP Eurasia Shares on the premium listing segment of the Official List and the trading of DP Eurasia Shares on the London Stock Exchange's Main Market is to be cancelled. The cancellation of listing and trading of DP Eurasia Shares will take effect on or shortly after 8.00 a.m. (London time) on 28 February 2024. Jubilant Foodworks then intends to procure the conversion of DP Eurasia into a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) and to ultimately acquire 100% of the DP Eurasia Shares and/or the business and operations of DP Eurasia.

At the date of publication of this notice, Jubilant Foodworks holds 137,681,389 DP Eurasia Shares (representing approximately 93,92 per cent of the Company's issued share capital).

The cancellation of listing and trading of 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 made by Jubilant Foodwork Netherlands B.V. has not been accepted 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.

The business of the EGM will be to consider and, if thought fit, approve certain resolutions regarding:

·     the discharge (in accordance with article 21.2 of the Company's articles of association (the "Articles")) of the Company's executive and present and former non-executive directors from liability in relation to the exercise of their duties in the 2023 financial year;

·     the appointment of Jubilant Foodworks Netherlands B.V. as an executive director of the Company;

·     the appointment of Mr. Deepak Kumar Jajodia as a non-executive director of the Company. Mr. Jajodia is working as Senior Vice President Finance with Jubilant Foodworks Limited, heading FP&A, Business Finance across all Brands and multiple geographies, M&A, IR, ESG and Business Finance - ISC. He has over 28 years of vast experience in the areas of Finance, Audits, Supply Chain Operations, Legal, Secretarial and compliances. He has worked across industries and sectors such as Automobiles, FMCG, Telecom, Retail, IT, Distribution and Start-ups. He is a Chartered Accountant, Cost and Management Accountant and Company Secretary.

·     the amendment of the Articles to convert the Company into a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid). This proposal will, following the cancellation of listing and trading of DP Eurasia Shares and the conversion of DP Eurasia into a Dutch private company, reflect the new status of the Company as a non-listed private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid). The main proposed changes to the Articles concern (i) the change of the Board (consisting of one or more executive directors and one or more non-executive directors) into a management board (consisting of managing directors only), (ii) the introduction of provisions that either mandatorily apply to non-listed entities or provisions that are more suitable for the Company's new status as a non-listed entity; and (ii) the introduction of provisions that apply to a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid). The full text of the draft articles of association of the Company as they will read following the proposed amendment of the current Articles will be included with the notice of the EGM.

Messrs. A. Saranga, A. Ashaboğlu, D. Adams, B. Kurien, S. Bhartia and H. Bhartia have given notice to resign as directors of the Company with effective from the conclusion of the EGM.

The notice of the EGM will shortly be made available on the AGM/EGM section of the Group's website at www.dpeurasia.com and copies of the documents have also been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/homepage. 

DP Eurasia confirms that no disclosures are required pursuant to Listing Rule 9.6.13.

For additional details or further information, please contact Buchanan on [phone] / [e-mail].

Enquiries

DP Eurasia N.V.
Frederieke Slot, Company Secretary	[phone]
Buchanan (Financial Communications)
Richard Oldworth / Toto Berger / Verity Parker	[phone] [e-mail]

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,  nor shall there be any sale, issuance or transfer of securities of DP Eurasia in any jurisdiction in contravention of applicable law.

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 DP Eurasia's actual results of operations, financial condition and liquidity, and the development of the industry in which 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 DP Eurasia, or persons acting on the behalf of DP Eurasia, may issue.

Nothing in this announcement is intended or shall be deemed to be a forecast, projection or estimate of the future financial performance of DP Eurasia and no statement in this announcement should be interpreted to mean that earnings or earnings per share of 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 DP Eurasia.

Notes to Editors

DP Eurasia N.V. is the exclusive master franchisee of the Domino's Pizza brand in Turkey, Azerbaijan, and Georgia. The Company 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 plc on 3 July 2017. The Company (together with its subsidiaries, the "Group") is the largest pizza delivery company in Turkey. The Group offers pizza delivery and takeaway/ eat-in facilities at its 707 stores (690 in Turkey, 10 in Azerbaijan and 7 in Georgia) as of 31 December 2023 and operates through its owned corporate stores (11,3%) and franchised stores (88,7%). In addition to its pizza delivery business, the Group also has its own coffee brand, COFFY, which trades from 89 stores at year-end, 66 of which are franchised. The Group 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, the Company has initiated the steps to file for DP Russia's bankruptcy. This was preceded by the announcement on 28 December 2022, which confirmed that the Company was evaluating its presence in Russia, the impact of sanctions and its continuing ability to serve its customers in Russia. In this connection, the Russian segment was classified as discontinued operations within the Company's audited financial statements for the year ended 31 December 2022 and also within the (unaudited) financial statements for the period ended 30 June 2023.

 

END