Response to the Statement from Jubilant Foodworks

DP Eurasia N.V

28 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

28 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

DP Eurasia, the master franchisee of the Domino's Pizza brand in Turkey, Azerbaijan and Georgia, notes the announcement on 22 December 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 Board notes a number of assertions by Jubilant with which it disagrees.

However, rather than engage in further public announcements on each point, the Board wants to make it clear that Jubilant was incorrect to state that it is not in current negotiations with the Company. Negotiations continue and the Board hopes they will be amicably concluded.

The Board, having taken advice from its financial advisors, Liberum, and having received extremely strong feedback from its minority shareholders, remains unanimous in not recommending the Revised Offer and continues to urge minority shareholders to take no action.

The Board, however, having communicated a potentially recommendable price to Jubilant Foodworks and its advisors, remains committed to negotiating as expeditiously as it can to deliver no less a price for shareholders.

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