Notification of Cancellation of Listing

DP Eurasia N.V

30 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 OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

30 January 2024

DP Eurasia N.V.

("DP Eurasia" or the "Company", and together with its subsidiaries, the "Group")

Notification of Cancellation of Listing and Admission to Trading

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 not already owned by Jubilant Foodworks at 85 pence per DP Eurasia Share (the "Original Offer"). The Original Offer was increased to 95 pence per DP Eurasia Share on 19 December 2023.

On 16 January 2024, the Independent DP Eurasia Directors and Jubilant Foodworks announced that they had 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"). The offer document setting out the terms of the Increased Offer was published on 17 January 2024 (the "Increased Offer Document"). The Increased Offer amends 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.

DP Eurasia notes the announcement earlier today by Jubilant Foodworks Netherlands B.V. ("Jubilant Foodworks") that it has (by virtue of its shareholdings and acceptances of the Increased Offer including all previous acceptances of the Original Offer) acquired, or agreed to acquire, DP Eurasia Shares representing more than 75 per cent. of the voting rights in DP Eurasia (the "Announcement").

In the Announcement, Jubilant Foodworks confirms that, as at 11:00am on 30 January 2024:

·      it had received valid acceptances of the Increased Offer in respect of a total of 28,831,089 DP Eurasia Shares (representing approximately 19.7 per cent. of DP Eurasia's issued and outstanding share capital on 30 January 2024); and

·      together with the DP Eurasia Shares that Jubilant Foodworks already holds (representing approximately 56.1 per cent. of DP Eurasia's issued and outstanding share capital on 30 January 2024), Jubilant Foodworks holds or has received acceptances in respect of 75.8 per cent. of DP Eurasia Shares.

Cancellation of listing and admission to trading

As a result of the Announcement, Jubilant Foodworks has satisfied the relevant requirements under Listing Rule 5.2.10 and, as such, the 20 business day notice period as set out in the Increased Offer Document for the cancellation of the listing and admission to trading of DP Eurasia Shares has commenced.

Accordingly, 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 being expected to taking effect on or shortly after 8.00 a.m. (London time) on 27 February 2024.

Jubilant Foodworks has stated in the Increased Offer Document that, following the cancellation of listing and trading of DP Eurasia Shares, it intends to convert 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.

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 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 intends to 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"). It should be noted by DP Eurasia Shareholders that are yet to accept the Increased Offer that any applicable withholding taxes, including a 15 per cent Dutch dividend withholding tax, imposed on DP Eurasia Shareholders in respect of any Liquidation distribution following a Post-Offer Asset Sale, or pursuant to any Other Restructuring Measure, 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. Further information on this, the Other Restructuring Measures and the associated risks for DP Eurasia Shareholders are set out in the Increased Offer Document.

DP Eurasia Shareholders that have not accepted the Increased Offer are therefore urged to accept without delay. The Closing Date for accepting the Increased Offer is 1.00 p.m. on 31 January 2024.

Further details on how to accept the Increased Offer are set out in the Increased Offer Document. The Increased Offer Document is available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Jubilant Foodworks Limited's website at https://www.jubilantfoodworks.com/.

Unless otherwise stated, defined terms used but not defined in this announcement shall have the meanings set out in the Increased Offer Document.

Enquiries

DP Eurasia N.V.
Neval Korucu, CFO	[phone]
Buchanan (Financial Communications)
Richard Oldworth / Toto Berger / Verity Parker	[phone] [e-mail]
Liberum (Financial Adviser, Corporate Broker) Corporate Broking: Andrew Godber / Edward Thomas / Will King M&A: Tim Medak / Mark Harrison / Matt Hogg	[phone]

Important Notices

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively for the Company 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 the Company 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 the Company.

This announcement is not intended to, and does not, constitute or form part of any 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 this announcement or otherwise. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of the Company who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of the Company who are not resident in the United Kingdom will need to inform themselves about, and observe any applicable requirements.

Forward-looking statements

This document, including information included or incorporated by reference in this document, may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts and involve predictions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth or strategies and the industry in which it operates. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. There are many factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among such factors are changes in the global, political, social, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates, future business combinations or disposals, and any epidemic, pandemic or disease outbreak.

These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. By their nature, these forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this document may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this document are therefore cautioned not to place undue reliance on these forward-looking statements that speak only as at the date of this document. All subsequent oral or written forward-looking statements attributable to the Company or its affiliates or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. The Company does not intend, nor undertakes any obligation, to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

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 the Company and no statement in this announcement should be interpreted to mean that earnings or earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for the Company.

 

END