Offer for DP Eurasia N.V.

Jubilant Foodworks Netherlands B.V.

28 November 2023

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.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER OR AN INVITATION TO PURCHASE, SUBSCRIBE FOR OR SELL ANY SECURITIES OR A SOLICITATION OF ANY OFFER TO PURCHASE, SUBSCRIBE FOR OR SELL ANY SECURITIES. THE OFFER REFERRED TO IN THIS ANNOUNCEMENT WILL BE MADE SOLELY BY WAY OF THE OFFER DOCUMENT AND, WHERE APPROPRIATE, THE RELATED FORM OF ACCEPTANCE WHICH TOGETHER WILL CONTAIN THE FULL TERMS OF THE OFFER, INCLUDING DETAILS OF HOW THE OFFER MAY BE ACCEPTED.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

28 November 2023

CASH OFFER FOR

DP Eurasia N.V.

jubilant foodworks Netherlands b.v.

a wholly owned subsidiary of Jubilant Foodworks Limited

Jubilant Foodworks Netherlands B.V. ("Jubilant Foodworks"), a wholly owned subsidiary of Jubilant Foodworks Limited, announces its intention to make an offer for the entire issued and outstanding ordinary share capital of DP Eurasia N.V. ("DP Eurasia") not already owned by Jubilant Foodworks at 85 pence per DP Eurasia Share (the "Offer").

Summary

· Jubilant Foodworks announces that it intends to make an all-cash offer for the entire issued and outstanding ordinary share capital of DP Eurasia not already owned by Jubilant Foodworks.

· Under the terms of the Offer, DP Eurasia Shareholders would be entitled to receive:

85 pence in cash for each DP Eurasia Share held (the "Offer Price").

· The Offer Price values the total issued share capital of DP Eurasia at approximately £124.6m and the issued share capital not currently owned by Jubilant Foodworks at approximately £63.7m.

· The Offer Price of 85 pence for each DP Eurasia Share represents a premium of approximately:

- 24.1 per cent. to the closing share price of 68.5 pence per DP Eurasia Share on 27 November 2023 (being the last practical date prior to the publication of the announcement of the Offer);

- 24.1 per cent. to the volume weighted average price of 68.5 pence per DP Eurasia Share over the 90 day period to 27 November 2023 (being the last practical date prior to the publication of the announcement of the Offer); and

- 63.0 per cent. to the volume weighted average price of 52.2 pence per DP Eurasia Share over the 12 month period to 27 November 2023 (being the last practical date prior to the publication of the announcement of the Offer).

· The full terms of the Offer, including details on how to accept the Offer in respect of both DP Eurasia Shares held in certificated form and uncertificated form (that is, through Depositary Receipts in CREST), will be included in the Offer Document, which will be sent to DP Eurasia Shareholders in due course.

· The Offer will be funded through a combination of an existing debt facility with HSBC and a new debt facility with HSBC.

· The Offer is unconditional and not subject to the satisfaction of any condition (including, no minimum acceptance condition).

· Jubilant Foodworks intends to make a limited amount of market purchases outside the United States through Peel Hunt at up to 85 pence per share prior to publication of the Offer Document.

· THE OFFER IS NOT GOVERNED BY THE TERMS OF THE CITY CODE ON TAKEOVERS AND MERGERS OR THE DUTCH TAKEOVER RULES.

Enquiries:

Jubilant Foodworks
Ashish Goenka	ashish.goenka@jublfood.com



Peel Hunt (Financial Adviser to Jubilant Foodworks)	+44 (0) 20 7418 8900
Oliver Jackson
Rebecca Bankhead
Monal Kathrecha

About Jubilant Foodworks

Jubilant FoodWorks Limited (NSE, BSE: JUBLFOOD) is India's largest foodservice company and is part of the Jubilant Bhartia Group. Incorporated in 1995, the Company holds the exclusive master franchise rights from Domino's Pizza Inc. to develop and operate the Domino's Pizza brand in India, Sri Lanka, Bangladesh and Nepal. In India, it has a strong and extensive network of 1,888 Domino's stores across 397 cities. In Sri Lanka and Bangladesh, the Company operates through its 100% owned subsidiary which currently has 50 and 23 stores respectively. The Company also has exclusive rights to develop and operate Popeyes restaurants in India, Bangladesh, Nepal and Bhutan and Dunkin' restaurants in India. The Company currently operates 22 Popeyes restaurants in six cities and 21 Dunkin' restaurants across seven cities.

In 2019, Jubilant FoodWorks launched its first owned-restaurant brand 'Hong's Kitchen' in the Chinese cuisine segment which now has 18 restaurants across three cities.

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

The Offer will be made solely by means of the Offer Document and, in respect of DP Eurasia Shares held in certificated form, the Form of Acceptance accompanying the Offer Document, which will contain the full terms of the Offer including details of how to accept the Offer. Details on how to accept the Offer in respect of DP Eurasia Shares held in uncertificated form (that is, as Depositary Receipts held in CREST) will be set out in full in the Offer Document. Any approval, acceptance, decision or other response to the Offer should be made only on the basis of the information in the Offer Document and, in respect of DP Eurasia Shares held in certificated form, the Form of Acceptance. DP Eurasia Shareholders are strongly advised to read the formal documentation in relation to the Offer once it has been despatched.

Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Jubilant Foodworks and for no-one else in connection with the matters referred to in this announcement and will not be responsible to any person other than Jubilant Foodworks for providing the protections afforded to clients of Peel Hunt, nor for providing advice in relation to the matters referred to herein. Neither Peel Hunt nor any of its 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 Peel Hunt in connection with the matters referred to in this announcement, or otherwise.

Overseas Shareholders

This announcement has been prepared in accordance with English law and the information disclosed may not be the same as that which would have been disclosed in accordance with the laws and regulations of jurisdictions outside England. The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and there shall be no implication that there has been no change in the facts set forth in this announcement since such date.

The release, publication or distribution of this announcement and the availability of the Offer in or into jurisdictions other than the United Kingdom may be affected by the laws and regulations of those jurisdictions. Persons who are not resident in the United Kingdom, or who are subject to the laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility and liability for the violation of such restrictions by any person.

Unless otherwise determined by Jubilant Foodworks, and permitted by applicable law and regulation, the Offer is not being made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and no person may accept the Offer by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this announcement and any related documents are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this announcement or any related document (including custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction. Doing so may invalidate any purported acceptance of the Offer.

Notice to US shareholders

The Offer will be made for securities of a public limited liability company (naamloze vennootschap) incorporated under the laws of The Netherlands, with its corporate seat in Amsterdam, The Netherlands and is being made in the United States in compliance with all applicable laws and regulations, including, to the extent applicable Section 14(e) of the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"), and Regulation 14E thereunder (in each case, subject to any exemptions or relief therefrom, if applicable) and otherwise in accordance with the disclosure and procedural requirements of United Kingdom and Dutch law. US Shareholders should read the entire Offer Document, which contains important information about the Offer and the Shares. The Offer will be made in the United States by Jubilant Foodworks and no one else. Shareholders in the United States are advised that the Shares are not listed on a US securities exchange and that DP Eurasia is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports with the US Securities and Exchange Commission (the "SEC") thereunder. Neither the SEC nor any securities commission of any state of the United States has approved the Offer, passed upon the fairness of the Offer or passed upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States.

In accordance with normal United Kingdom market practice and to the extent permissible under applicable law or regulatory requirements, including Rule 14e-5 under the US Exchange Act, Jubilant Foodworks, and its affiliates or its brokers and its broker's affiliates (acting as agents for Jubilant Foodworks or its affiliates, as applicable) may from time to time, both prior to the making of the Offer and whilst the Offer, if and when made, remains open for acceptances, make certain purchases of, or arrangements to purchase, DP Eurasia Shares outside the United States otherwise than under the Offer, such as in the open market or through privately negotiated purchases. Such purchases, or arrangements to purchase, shall comply with applicable rules in the United Kingdom and the rules of the London Stock Exchange. Details about any such purchases will be available from any Regulatory Information Service, including the regulatory news service on the London Stock Exchange website (www.londonstockexchange.com).

The receipt of cash pursuant to the Offer by a US holder of DP Eurasia Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each holder of DP Eurasia Shares is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the Offer.

Jubilant Foodworks Netherlands B.V. is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, with its corporate seat in Amsterdam, The Netherlands. It is a wholly owned subsidiary of Jubilant Foodworks Limited. Some or all of the officers and directors of Jubilant Foodworks and DP Eurasia, respectively, are residents of countries other than the United States. In addition, most of the assets of Jubilant Foodworks and DP Eurasia are located outside the United States. As a result, it may be difficult for US shareholders of DP Eurasia to sue, or effect service of process within the United States upon, Jubilant Foodworks, DP Eurasia, or their respective officers or directors. Further, it may be difficult to compel a non-US entity and its affiliates to subject themselves to a US court's judgment or to enforce against them a judgment of a US court predicated upon the federal or state securities laws of the United States.

Cautionary note regarding forward looking statements

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

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 Jubilant Foodworks or DP Eurasia and no statement in this announcement should be interpreted to mean that earnings or earnings per share of Jubilant Foodworks or 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 Jubilant Foodworks or DP Eurasia, as appropriate.

Publication on website

This announcement will be published on Jubilant Foodworks' website and will be available at https://www.jubilantfoodworks.com/ as soon as practicable following the publication of this announcement. The content of the website is not incorporated into, and does not form part of, this announcement.

Market Abuse Regulation

The information contained within this announcement would have, prior to its release, constituted inside information as stipulated under Article 7 of the Market Abuse Regulation (EU) No.596/2014 as incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (together, "UK MAR"). Upon the publication of this announcement via a regulatory information service, this inside information will be considered to be in the public domain. For the purposes of UK MAR, the person responsible for arranging for the release of this information on behalf of Jubilant Foodworks is Ashish Goenka, Chief Financial Officer of Jubilant Foodworks.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

28 November 2023

CASH OFFER FOR

DP Eurasia N.V.

Jubilant Foodworks Netherlands b.v.

a wholly owned subsidiary of Jubilant Foodworks Limited

Jubilant Foodworks Netherlands B.V. ("Jubilant Foodworks"), a wholly owned subsidiary of Jubilant Foodworks Limited announces its intention to make an offer for the entire issued and outstanding share capital of DP Eurasia N.V. ("DP Eurasia") not already owned by Jubilant Foodworks at 85 pence per DP Eurasia Share (the "Offer").

The Offer

Under the Offer, Jubilant Foodworks is offering to acquire, subject to certain further terms to be set out in the Offer Document, the entire issued and outstanding ordinary share capital of DP Eurasia not already owned by Jubilant Foodworks on the following basis:

85 per share in cash for each DP Eurasia Share (the "Offer Price")

The Offer Price values the total issued share capital of DP Eurasia at approximately £124.6m and the issued share capital not currently owned by Jubilant Foodworks at approximately £63.7m.

The Offer Price represents a premium of:

· 24.1 per cent. to the closing share price of 68.5 pence per DP Eurasia Share on 27 November 2023 (being the last practical date prior to the publication of the announcement of the Offer);

· 24.1 per cent. to the volume weighted average price of 68.5 pence per DP Eurasia Share over the 90 day period to 27 November 2023 (being the last practical date prior to the publication of the announcement of the Offer); and

· 63.0 per cent. to the volume weighted average price of 52.2 pence per DP Eurasia Share over the 12 month period to 27 November 2023 (being the last practical date prior to the publication of the announcement of the Offer).

The Offer is unconditional and not subject to the satisfaction of any condition (including, no minimum acceptance condition).

Jubilant Foodworks intends to make a limited amount of market purchases outside the United States through Peel Hunt at up to 85 pence per share prior to publication of the Offer Document.

DP Eurasia Shares will be acquired by Jubilant Foodworks pursuant to the Offer fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other third party rights of any nature whatsoever and together with all rights now or hereafter attaching thereto, including without limitation voting rights and the right to receive and retain in full all dividends and other distributions.

The Offer extends to any DP Eurasia Shares not already owned by Jubilant Foodworks and which are issued and outstanding on or before the Closing Date.

Jubilant Foodworks intends, shortly after completion of the Offer, if Jubilant Foodworks has (i) by virtue of its shareholdings and acceptances of the Offer, acquired or agreed to acquire share capital carrying 75 per cent. or more of the voting rights of DP Eurasia; or Jubilant Foodworks' share ownership following the Offer is of a level that Jubilant Foodworks believes would be sufficient for the resolution to pass; and (ii) has obtained acceptances of the Offer or acquired or agreed to acquire shares from independent shareholders that represent a majority of the voting rights held by the independent shareholders on the date the Offer was announced, to procure that DP Eurasia makes an application to the Financial Conduct Authority (the "FCA") for the cancellation of the listing of the DP Eurasia Shares from the premium listing segment of the Official List and to the London Stock Exchange for the cancellation of the admission to trading of the DP Eurasia Shares on the London Stock Exchange's Main Market.

In the event that that the relevant shareholding and acceptances described above are not obtained by Jubilant Foodworks and the delisting of the DP Eurasia Shares therefore does not take place as part of the Offer, Jubilant Foodworks reserves the right, subject to applicable law and regulation, to propose a shareholder resolution of DP Eurasia post-Offer to approve the cancellation of the listing of the DP Eurasia Shares from the premium listing segment of the Official List and the cancellation of the admission to trading of the DP Eurasia Shares on the London Stock Exchange's Main Market.

Full details of the terms to which the Offer is subject and the procedure for acceptance of the Offer will be set out in the Offer Document.

THE OFFER IS NOT GOVERNED BY THE TERMS OF THE CITY CODE ON TAKEOVERS AND MERGERS OR THE DUTCH TAKEOVER RULES.

Background to, and reasons for, the Offer and proposed delisting

1.1 Offer rationale

Jubilant Foodworks first invested in DP Eurasia in March 2021, acquiring indirectly 32.81 per cent. of the issued share capital of DP Eurasia from Turkish Private Equity Fund II L.P., a fund advised by Turk Advisory Ventures Limited. Since this first investment, having developed its relationship with DP Eurasia, Jubilant Foodworks has sought to increase its shareholding in DP Eurasia. Jubilant Foodworks announced a reverse bookbuild in September 2021 through which it increased its shareholding in DP Eurasia to 39.8 per cent. Jubilant Foodworks has since increased its shareholding, through market purchases, to 48.84 per cent.

Jubilant Foodworks recognises the challenges DP Eurasia has faced in generating shareholder value in the context of the Russian invasion of Ukraine, its consequential decision to seek an exit from the Russian market and the hyperinflationary environment in Turkey. The Jubilant Foodworks Directors believe that the impact of these challenges has been exacerbated by DP Eurasia's status as a listed company.

Jubilant Foodworks is a long-term investor unfazed by the challenges inherent in some of DP Eurasia's jurisdictions. Jubilant Foodworks believes that DP Eurasia has an attractive future and would benefit from returning to private ownership with the support of a long-term investor whilst it executes its business plan amid the current economic backdrop. Jubilant Foodworks believes it is unlikely that DP Eurasia will achieve the re-rating that the business deserves in the medium term due to investor concerns about geopolitical and currency translation risks.

Jubilant Foodworks has been and will be able to leverage its experience as India's largest foodservice company to assist DP Eurasia with its growth plans so that it can achieve its potential. The Offer will enable Jubilant Foodworks to benefit from a greater share of future value upside while providing an exit opportunity for all DP Eurasia Shareholders at a significant premium to the current share price. The Offer will also enable DP Eurasia's employees and customers to benefit from Jubilant Foodworks' capabilities and investment, which would enhance their experience of and interaction with DP Eurasia.

Jubilant Foodworks believes that the Offer is in the best interests of DP Eurasia and the sustainable success of the DP Eurasia business, taking into account the interests of its stakeholders, including Shareholders, as it allows them to realise an upfront attractive cash premium for their DP Eurasia Shares.

Furthermore, the Offer in cash provides an immediate and certain exit opportunity for DP Eurasia Shareholders in an accelerated and de-risked manner. Jubilant Foodworks believes that liquidity in DP Eurasia Shares is likely to be insufficient to allow larger shareholders to exit their positions without negatively impacting the share price absent a corporate transaction and the Offer provides all DP Eurasia Shareholders with this exit opportunity.

1.2 Delisting rationale

DP Eurasia was listed on the FCA's Official List and the DP Eurasia Shares were admitted to trading on the London Stock Exchange's Main Market in 2017 in order to access a deeper pool of professional investors to raise capital and accelerate its growth plans.

Whilst the listing and admission to trading of the DP Eurasia Shares in 2017 has supported the growth of DP Eurasia's business, Jubilant Foodworks believes that the original rationale for listing DP Eurasia Shares is now less compelling, and that the sustainable success of the DP Eurasia business and value creation may be better served through private ownership, due to the fact that:

(i) DP Eurasia attracts negligible trading volumes which do not justify the requirements and associated costs with maintaining its public listing. The average daily trading volume over the past 12 months has been 68,692 shares, which means that DP Eurasia Shareholders who wish to sell a meaningful stake may have to accept bids significantly lower than the ask price quoted by market makers or be unable to sell their stake at all;

(ii) Declining investor interest in smaller listed companies in London and the impact of regulation restricting investment research distribution have led to reduced levels of interest in companies like DP Eurasia by public market institutional investors;

(iii) The illiquidity of the DP Eurasia Shares leads to significant volatility in the share price on very limited share transaction volumes, thus share price movements do not necessarily reflect the operational performance of the business and may act as an unhelpful benchmark. Consequently, DP Eurasia's historical operational growth and success has had limited impact on its share price;

(iv) DP Eurasia's management time and the legal and regulatory burden associated with maintaining DP Eurasia's listing are disproportionate to the benefits to DP Eurasia Shareholders; and

(v) as a private company, Jubilant Foodworks believes that the business will benefit from a longer-term approach to strategy and decision making and that DP Eurasia will have greater flexibility to pursue strategic opportunities, including in relation to capital allocation and growth.

2. Financing of the Offer

The cash consideration payable to DP Eurasia Shareholders pursuant to the Offer will be funded through a combination of an existing debt facility with HSBC and a new debt facility with HSBC. There are no outstanding conditions that need to be met for the new debt facility to be operational.

3. Information relating to Jubilant Foodworks including its ownership

In 2019, Jubilant FoodWorks launched its first owned-restaurant brand 'Hong's Kitchen' in the Chinese cuisine segment which now has 18 restaurants across three cities.

4. Information relating to DP Eurasia

DP Eurasia is the exclusive master franchisee of the Domino's Pizza brand in Turkey, Azerbaijan, and Georgia. DP Eurasia 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 on 3 July 2017. DP Eurasia (together with its subsidiaries) is the largest pizza delivery company in Turkey. DP Eurasia offers pizza delivery and takeaway/eat-in facilities at its 694 stores (678 in Turkey, 10 in Azerbaijan and 6 in Georgia) as of 31 October 2023 and operates through its owned corporate stores (12%) and franchised stores (88%).

In addition to its pizza delivery business, DP Eurasia also has its own coffee brand, COFFY, which trades from 67 stores at period-end 31 October 2023, 52 of which are franchised. DP Eurasia 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, DP Eurasia has initiated the steps to file for DP Eurasia Russia's bankruptcy. This was preceded by the announcement on 28 December 2022, which confirmed that the DP Eurasia was evaluating its presence in Russia, the impact of sanctions and its continuing ability to serve its customers in Russia. DP Eurasia's Russian segment was classified as discontinued operations within the DP Eurasia's audited financial statements for the year ended 31 December 2022.

5. Intention statements

The DP Eurasia business and ongoing strategy

Jubilant Foodworks is supportive of DP Eurasia's business plan and current strategy. Jubilant Foodworks intends to leverage its experience as India's largest foodservice company to assist DP Eurasia with its growth plans.

Board Composition

Jubilant Foodworks does not intend to make any changes to the composition of DP Eurasia's Board if it remains a listed company. Jubilant Foodworks' relationship agreement with DP Eurasia also currently remains in place and governs Jubilant Foodworks' relationship with DP Eurasia.

The Relationship Agreement will terminate if DP Eurasia's Shares cease to be listed on the premium listing segment of the Official List and admitted to trading on the London Stock Exchange's Main Market for listed securities. If DP Eurasia's admission to trading on the London Stock Exchange's Main Market is cancelled and DP Eurasia is converted into a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), Jubilant Foodworks intends to review the composition of DP Eurasia's Board to balance good corporate governance with typical private company requirements.

Management and employees

Jubilant Foodworks recognises the important contribution that the DP Eurasia management team and employees make to the success of the business. Jubilant Foodworks is supportive of DP Eurasia's business plan and looks forward to continuing to work with DP Eurasia's key management following completion of the Offer.

Articles of association

It is intended that DP Eurasia's listing on the premium listing segment of the Official List and admission to trading on the London Stock Exchange's Main Market will be cancelled and DP Eurasia will be converted into a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) if Jubilant Foodworks has (i) by virtue of its shareholdings and acceptances of the Offer, acquired or agreed to acquire share capital carrying 75 per cent. or more of the voting rights of DP Eurasia or Jubilant Foodworks' share ownership following the Offer is of a level that Jubilant Foodworks believes would be sufficient for the resolution to pass; and (ii) has obtained acceptances of the Offer or acquired or agreed to acquire shares from independent shareholders that represent a majority of the voting rights held by the independent shareholders on the date the Offer was announced. In case of a conversion of DP Eurasia into a Dutch private company with limited liability and a delisting of the DP Eurasia Shares, Jubilant Foodworks intends that the articles of association will be amended to include, among other things, (i) deletion and amendment of all references to Euroclear Nederland and the Dutch Securities Book-Entry Administration and Trading Act (Wet giraal effectenverkeer), (ii) an amendment to reflect that DP Eurasia's Board is no longer authorised to determine which part of the profit is reserved, and (iii) an update of statutory terms (such as the convocation period for general meetings of shareholders and the term to prepare the annual accounts).

6. Overseas Shareholders

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. If you remain in any doubt, you should consult your professional adviser in the relevant jurisdiction without delay.

Unless otherwise determined by Jubilant Foodworks, and permitted by applicable law and regulation, the Offer is not being made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and no person may accept the Offer by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this announcement and any related documents are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from any Restricted Jurisdiction and persons receiving this announcement or any related document (including custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement or any related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction and must not mail, send or otherwise forward or distribute them in, into or from any Restricted Jurisdiction. Doing so may render any purported acceptance of the Offer invalid.

7. Delisting, cancellation of trading, conversion and post-closing restructuring

Jubilant Foodworks intends, shortly after completion of the Offer, if Jubilant Foodworks has (i) by virtue of its shareholdings and acceptances of the Offer, acquired or agreed to acquire share capital carrying 75 per cent. or more of the voting rights of DP Eurasia; or Jubilant Foodworks' share ownership following the Offer is of a level that Jubilant Foodworks believes would be sufficient for the resolution to pass; and (ii) has obtained acceptances of the Offer or acquired or agreed to acquire shares from independent shareholders that represent a majority of the voting rights held by the independent shareholders on the date the Offer was announced, to procure that DP Eurasia makes an application to the FCA for the cancellation of the listing of the DP Eurasia Shares from the premium listing segment of the Official List and to the London Stock Exchange for the cancellation of the admission to trading of the DP Eurasia Shares on the London Stock Exchange's Main Market.

It is anticipated that, subject to any applicable requirements of the London Stock Exchange, the cancellation of the listing on the premium listing segment of the Official List and the admission to trading on the London Stock Exchange's Main Market will take effect no earlier than 20 Business Days after the date on which Jubilant Foodworks has obtained the relevant shareholding and acceptances as described above.

If the DP Eurasia Shares are delisted, Jubilant Foodworks intends to procure that DP Eurasia be converted into a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid).

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 Offer has not been accepted at that time 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.

In the event that that the relevant shareholding and acceptances described above are not obtained by Jubilant Foodworks, the delisting of the DP Eurasia Shares will not take place as part of the Offer. In these circumstances, DP Eurasia Shareholders who have not accepted the Offer may also find that the liquidity of their DP Eurasia Shares, albeit still in a listed company, is now reduced having become minority shareholders in a company majority controlled by Jubilant Foodworks and may therefore be unable to sell their DP Eurasia Shares.

In the event that the delisting of the DP Eurasia Shares does not take place as part of the Offer, Jubilant Foodworks reserves the right, subject to applicable law and regulation, to propose a DP Eurasia shareholder resolution post-Offer, to approve the cancellation of the listing of the DP Eurasia Shares from the premium listing segment of the Official List and the cancellation of the admission to trading of the DP Eurasia Shares on the London Stock Exchange's Main Market.

Aside from the delisting of the DP Eurasia Shares and the conversion of DP Eurasia into a Dutch private company with limited liability, Jubilant Foodworks may 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"), including:

(i) Jubilant Foodworks may seek to procure a sale and transfer of all assets and liabilities of DP Eurasia to Jubilant Foodworks (a "Post-Offer Asset Sale"). Pursuant to the articles of association of DP Eurasia, a Post-Offer Asset Sale requires an approval at a general meeting of DP Eurasia Shareholders by a simple majority of the votes cast. Following a Post-Offer Asset Sale, Jubilant Foodworks may procure the dissolution and liquidation of DP Eurasia (the "Liquidation" and together with the Post-Offer Asset Sale the "Post-Offer Asset Sale and Liquidation"). Any Liquidation distribution would generally be subject to 15 per cent. Dutch dividend withholding tax to the extent it exceeds DP Eurasia's average paid-in capital recognised for Dutch dividend withholding tax purposes. The Offer Price paid for Shares tendered under the Offer will not be subject to Dutch dividend withholding tax. Any applicable withholding taxes, including the Dutch dividend withholding tax, imposed on DP Eurasia Shareholders in respect of the Liquidation distribution may be significantly greater than the taxes that would be imposed upon such DP Eurasia Shareholders had they tendered their Shares pursuant to the Offer;

(ii) if Jubilant Foodworks, by virtue of acceptance of the Offer or otherwise, holds at least 95 per cent. of DP Eurasia's aggregate issued and outstanding ordinary share capital (calculated in accordance with the DCC), Jubilant Foodworks may commence a compulsory acquisition procedure (uitkoopprocedure) in accordance with article 2:92a or 2:201a DCC to buy out the DP Eurasia Shares that are not yet held by Jubilant Foodworks and its group companies within the meaning of the DCC (the "Compulsory Acquisition");

(iii) a subsequent public offer for any Shares held by minority DP Eurasia Shareholders;

(iv) a statutory cross-border merger (grensoverschrijdende fusie) between Jubilant Foodworks, or an affiliate Jubilant Foodworks, and DP Eurasia, with DP Eurasia being the disappearing entity and Jubilant Foodworks or its affiliate (as the case may be) being the surviving entity;

(v) a statutory (bilateral or triangular) legal merger (juridische (driehoeks)fusie) or legal demerger (juridische splitsing) in accordance with the DCC involving one or more members of the DP Eurasia Group;

(vi) a contribution of cash or assets by Jubilant Foodworks or by any affiliate of Jubilant Foodworks in exchange for new shares in the share capital of a member of the DP Eurasia Group, in which the pre-emptive rights (voorkeursrechten), if any, of minority DP Eurasia Shareholders may be excluded;

(vii) a sale and transfer of assets and liabilities (i) by any member of the DP Eurasia Group to Jubilant Foodworks or any of its affiliates or (ii) by Jubilant Foodworks or any of its affiliates to any member of the DP Eurasia Group;

(viii) a distribution of proceeds, cash or assets to the DP Eurasia Shareholders or share buybacks;

(ix) the liquidation of DP Eurasia or a member of the DP Eurasia Group;

(x) a conversion of DP Eurasia into a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid);

(xi) any transaction between any member of the DP Eurasia Group and Jubilant Foodworks or any of its affiliates at terms that may not be at arm's length;

(xii) any transaction, including a sale or transfer of any material asset, between members of the DP Eurasia Group or between any member of the DP Eurasia Group and Jubilant Foodworks or any of its affiliates with the objective of utilising any carry forward tax losses available to the DP Eurasia Group, Jubilant Foodworks or any of its affiliates;

(xiii) the making of any changes to the dividend policy of DP Eurasia;

(xiv) any transactions, restructurings, share issues, procedures or proceedings in relation to any member of the DP Eurasia Group required to effect the aforementioned objectives; or

(xv) any combination of the foregoing.

8. Further information

The bases and sources of certain information contained in this announcement are set out in Appendix 1. Certain terms used in this announcement are defined in Appendix 2.

The Offer will be subject to the full terms to be set out in the Offer Document and, in respect of DP Eurasia Shares held in certificated form, the Form of Acceptance when issued. The formal Offer Document and, in respect of DP Eurasia Shares held in certificated form, the Form of Acceptance will be sent to DP Eurasia Shareholders in due course. In deciding whether or not to accept the Offer in respect of their DP Eurasia Shares, DP Eurasia Shareholders should consider the information contained in, and the procedures described in, such documentation.

Save in respect of any Compulsory Acquisition (and for the avoidance of doubt, any Post-Offer Asset Sale, Liquidation, or Other Restructuring Measure) which shall be governed by the laws of The Netherlands, the Offer will be governed by the laws of England and Wales and will be subject to the jurisdiction of the Courts of England and Wales and to further terms set out in the Offer Document. This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

The availability of the Offer to DP Eurasia Shareholders may be affected by the laws of the local jurisdictions in which they reside. Each DP Eurasia Shareholder should inform themselves about and observe any applicable requirements.

Enquiries:

Jubilant Foodworks
Ashish Goenka	ashish.goenka@jublfood.com



Peel Hunt (Financial Adviser to Jubilant Foodworks)	+44 (0) 20 7418 8900
Oliver Jackson
Rebecca Bankhead
Monal Kathrecha

Important Notices

Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Jubilant Foodworks and for no-one else in connection with the matters referred to in this Announcement and will not be responsible to any person other than Jubilant Foodworks for providing the protections afforded to clients of Peel Hunt, nor for providing advice in relation to the matters referred to herein. Neither Peel Hunt nor any of its 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 Peel Hunt in connection with the matters referred to in this Announcement, or otherwise.

Overseas Shareholders

Notice to US shareholders

The Offer will be made for securities of a public limited liability company (naamloze vennootschap) incorporated under the laws of The Netherlands, with its corporate seat in Amsterdam, The Netherlands and is being made in the United States in compliance with all applicable laws and regulations, including, to the extent applicable Section 14(e) of the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"), and Regulation 14E thereunder (in each case, subject to any exemptions or relief therefrom, if applicable) and otherwise in accordance with the disclosure and procedural requirements of United Kingdom and Dutch law. US Shareholders should read the entire Offer Document, which contains important information about the Offer and the Shares. Shareholders in the United States are advised that the Shares are not listed on a US securities exchange and that DP Eurasia is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports with the US Securities and Exchange Commission (the "SEC") thereunder. Neither the SEC nor any securities commission of any state of the United States has approved the Offer, passed upon the fairness of the Offer or passed upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States.

Jubilant Foodworks is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, with its corporate seat in Amsterdam, The Netherlands. It is a wholly owned subsidiary of Jubilant Foodworks Limited. Some or all of the officers and directors of Jubilant Foodworks and DP Eurasia, respectively, are residents of countries other than the United States. In addition, most of the assets of Jubilant Foodworks and DP Eurasia are located outside the United States. As a result, it may be difficult for US shareholders of DP Eurasia to sue, or effect service of process within the United States upon, Jubilant Foodworks, DP Eurasia, or their respective officers or directors. Further, it may be difficult to compel a non-US entity and its affiliates to subject themselves to a US court's judgment or to enforce against them a judgment of a US court predicated upon the federal or state securities laws of the United States.

Cautionary note regarding forward looking statements

No profit forecasts or estimates

Publication on website

Market Abuse Regulation

Appendix I - SOURCES AND BASES

Save as otherwise set out in announcement, the following constitute the bases and sources of information referred to in this announcement:

1.1 references to the existing issued and outstanding share capital of DP Eurasia are to the number of DP Eurasia Shares in issue as at 27 November 2023, being the last Business Day prior to the date of this announcement, which was 146,590,620 DP Eurasia Shares. The ISIN for the DP Eurasia Shares is NL0012328801;

1.2 all prices for DP Eurasia Shares have been derived from the Daily Official List and represent Closing Prices on the relevant date(s);

1.3 references to the VWAP per DP Eurasia Share for the 90 day and 12 month periods ended 27 November 2023 are derived from data provided by Bloomberg; and

1.4 certain figures included in this announcement have been subject to rounding adjustments.

Appendix II - DEFINITIONS

"Business Day"	any day, other than a public holiday, Saturday or Sunday, when banks generally are open in London and The Netherlands for general banking business
"Closing Date"	the date on which the Offer closes for acceptances, to be set out in the Offer Document
"Compulsory Acquisition"	has the meaning set out in paragraph 7 of this announcement
"DCC"	the Dutch Civil Code (Burgerlijk Wetboek)
"Depositary"	any securities depositary, any securities settlement system, any clearing house or agency, and any book-entry securities system which DP Eurasia may use, directly or indirectly, from time to time
"Depositary Receipts" or "DRs"	independent securities constituted under English law and issued and outstanding, by the Depositary in respect of, and representing on a one-for-one basis, underlying DP Eurasia Shares which may be held or transferred through the CREST system
"DP Eurasia"	DP Eurasia, a public limited liability company (naamloze vennootschap) incorporated under the laws of The Netherlands, with its corporate seat in Amsterdam, The Netherlands and registered with the trade register of the Dutch Chamber of Commerce under number 67090753
"DP Eurasia Group"	DP Eurasia and its subsidiaries and subsidiary undertakings
"DP Eurasia Shareholders"	holders of DP Eurasia Shares, including, as the context so requires, the DR Holders
"DP Eurasia Shares"	issued and outstanding ordinary shares in the capital of DP Eurasia with a nominal value of EUR 0.12 each, and "DP Eurasia Share" shall be construed accordingly
"DR Holders"	the holders of Depositary Receipts
"Dutch Takeover Rules"	Chapter 5.5 of the Dutch Financial Supervision Act (Wet op het financieel toezicht) and the rules promulgated thereunder, including the Decree on Public Takeovers (Besluit Openbare Biedingen Wft) and the Exemption Decree Public Takeover Bids (Vrijstellingsbesluit Overnamebiedingen Wft)
"FCA"	the Financial Conduct Authority
"Jubilant Foodworks"	Jubilant Foodworks Netherlands B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, with its corporate seat in Amsterdam, The Netherlands and registered with the trade register of the Dutch Chamber of Commerce under number 81896522
"Jubilant Foodworks Directors"	the board of directors of Jubilant Foodworks, being Sanjay Mohta, Sreenivas Sreekanth Perepu, Parthiv Arun Mehta and Anantkumar Ambadas Malekar.
"Jubilant Foodworks Group"	Jubilant Foodworks and its subsidiaries and subsidiary undertakings
"Liquidation"	has the meaning set out in paragraph 7 of this announcement
"London Stock Exchange"	the London Stock Exchange plc or its successor
"Main Market"	the main market for listed securities of the London Stock Exchange
"Offer"	the cash offer intended to be made by Jubilant Foodworks to acquire all the DP Eurasia Shares not already owned by Jubilant Foodworks on the terms to be set out in the Offer Document including, where the context so requires, any subsequent revision, variation, extension or renewal of such offer and includes any election available in connection with it
"Offer Price"	85 pence per share in cash for each DP Eurasia Share
"Official List"	the Official List of the FCA
"Other Restructuring Measures"	has the meaning set out in paragraph 7 of this announcement
"Overseas Shareholders"	DP Eurasia Shareholders or DR Holders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom
"Post-Offer Asset Sale"	has the meaning set out in paragraph 7 of this announcement
"Post-Offer Asset Sale and Liquidation"	has the meaning set out in paragraph 7 of this announcement
"Restricted Jurisdiction"	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to DP Eurasia Shareholders in that jurisdiction
"SEC"	US Securities and Exchange Commission
"UK MAR"	Article 7 of the Market Abuse Regulation (EU) No.596/2014 as incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018
"US Exchange Act"	all applicable US laws and regulations, including, to the extent applicable Section 14(e) of the US Securities Exchange Act of 1934, as amended
"VWAP"	volume-weighted average price

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

Companies

DP Eurasia N.V. (DI) (DPEU)

Wednesday, 13th November 2024

COMPANIES COVERED:

SMIN BAB DWL

A flurry of cheer for London listed engineering stocks this morning with Smiths Group, Dowlais and Babcock all finding significant share price gains off the back of earnings releases.

Full Archive

UK 100

Latest directors dealings

2 hours ago Facilities by ADF
2 hours ago Oriole Resources
2 hours ago Comptoir Group
2 hours ago M. P. Evans Group
2 hours ago EnSilica

All directors dealings today