Response to the Statement from Jubilant Foodworks

DP Eurasia N.V

21 December 2023

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

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

21 December 2023

DP Eurasia N.V.

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

Response to the Statement from Jubilant Foodworks

Introduction

DP Eurasia, the master franchisee of the Domino's Pizza brand in Turkey, Azerbaijan and Georgia, notes the announcement yesterday by Jubilant Foodworks Netherlands B.V. ("Jubilant Foodworks"), a wholly owned subsidiary of Jubilant Foodworks Limited ("Jubilant"), in connection with its revised cash offer of 95 pence per share (a "DP Eurasia Share") for the entire issued and outstanding share capital ("DP Eurasia Share Capital") of the Company not already owned by Jubilant Foodworks  (the "Revised Offer").

The non-conflicted members of the board of the Company (the "Board") reiterate that, on fair terms, a de-listing could be in the interests of the Company and its various stakeholders and that it would consider recommending an offer price that reflects the fair value of the business in the context of the majority stake Jubilant Foodworks owns in the Company. However, and as was communicated to Jubilant Foodworks on 19 December 2023, the Revised Offer price is not this price.

Indication of minority shareholder support

The Board has consulted extensively with its key institutional shareholders, in aggregate representing 31.59 per cent. of the DP Eurasia Share Capital and 69.70 per cent. of the DP Eurasia Share Capital not currently owned by Jubilant Foodworks. There is unanimous agreement from these shareholders for the Company to confirm publicly that none of them currently intend to accept the Revised Offer. As long as this status quo is maintained, Jubilant Foodworks cannot, without the support of these shareholders, de-list the Company or put in place any of the mechanisms to squeeze out the minority shareholders set out in its offer document.

The Board intends to use this strength of shareholder support to encourage Jubilant Foodworks to offer a fair price that the Board can recommend and that shareholders are willing to accept.

Below the Board has set out its response to correct certain statements made by Jubilant Foodworks in its announcement of 20 December 2023 which in the Board's opinion are either wrong, misleading or highly subjective.

Minority Protections

·     The Board is glad that Jubilant Foodworks has undertaken, through its offer document, that all shareholders accepting the Revised Offer will benefit from any price increases offered by Jubilant Foodworks during the period of the Revised Offer. The Board hopes that this should provide comfort to shareholders that there is no reason for any of them to take any action at this time. There is nothing else within the Jubilant Foodworks offer document which renders anything in the Company's response statement of 19 December 2023 misleading.

·     Jubilant Foodworks claims that it takes its obligations to minority shareholders seriously. As such the Board observes with surprise that in its offer document it sets out in great detail the draconian options it would have if the Company were to be delisted to encourage the squeeze out of minority shareholders while not offering any matched bargain or other liquidity mechanism to provide shareholders an exit, ever, beyond 18 January 2023.

 Valuation

The Board wishes to make the following observations:

·     Valuation is inherently subjective. The Board and its financial advisers carefully considered a range of methodologies, all of which triangulated to a valuation range which has been communicated to Jubilant Foodworks. The Board chose to show a range of Domino's Pizza multiples as fairly illustrative of that range before accounting for the hyper-inflationary environment in Turkey. Conversely, Jubilant Foodworks provides a list of companies around the globe seemingly selectively based on their low valuation multiples.

·     Jubilant Foodworks argues that it is offering a higher implied multiple by virtue of its use of year end spot exchange rates to determine GBP equivalent values, resulting in the calculation of a depressed GBP EBITDA. The Board remains of the view that it is customary to use average exchange rates for the relevant period for income statement items.

·     Jubilant Foodworks argues that the DP Eurasia Share Price remained below the 2021 hostile reverse bookbuild offer price, but it omits to acknowledge the low trading volume in DP Eurasia Shares which is a function of Jubilant Foodworks' significant holding, and the challenges of the Ukraine war resulting in the loss of the Company's Russian business, and Turkey's current hyper-inflationary environment. It also fails to acknowledge the exemplary way in which the Company has navigated and rebuilt from those challenges.

·    Jubilant Foodworks seeks to challenge broker forecasts as unreliable and by inference optimistic, while not acknowledging that the Company's Profit Forecast is in excess of those forecasts. 

The Board, having taken advice from its financial advisors, Liberum, is unanimous in not recommending the Revised Offer and continues to urge minority shareholders to take no action. The Board, however, remains committed to continue negotiations expeditiously with Jubilant Foodworks.

Enquiries

DP Eurasia N.V.
İlknur Kocaer, CFA - Investor Relations Director	[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

For the purposes of the matters referred to in this announcement, the Board comprises the directors of the Company excluding those directors recused by reason of conflict of interest. Those directors so recused are Shyam S. Bhartia and Hari S. Bhartia (both of whom are appointees connected with Jubilant) and Aslan Saranga, the Company's Chief Executive Officer, who is recused by reason of the conflict of interest in light of his discussions with Jubilant Foodworks on his shareholding in the Company and his likely continuation as CEO. References in this announcement to the "Board" are to be construed accordingly.

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.

UK Market Abuse Regulation

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 of the European Parliament and the Council of 16 April 2014 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.

 

END