Tender Offer
Domino's Pizza UK & IRL PLC
19 September 2005
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA AND JAPAN
Domino's Pizza UK & IRL plc - Tender Offer
Domino's Pizza UK & IRL plc ('Domino's' or the 'Company') announces that it
intends to return up to £7 million of cash to Shareholders by means of a Tender
Offer, pursuant to which Numis, as principal, will offer to purchase up to
2,215,000 Ordinary Shares at 316 pence per share. The maximum number of Ordinary
Shares to be purchased pursuant to the Tender Offer represents approximately 4
per cent. of the existing issued share capital of the Company.
Background to and reasons for the Tender Offer
The Directors believe that the Tender Offer will satisfy their objective of
returning capital to Shareholders in a manner that is earnings enhancing and
enables all Shareholders to participate equally, should they choose to do so.
During 2004, the Company commenced its programme of buying back its own Ordinary
Shares. Since 9 June 2004, a total of 1,200,000 Ordinary Shares, representing
approximately 2.1 per cent. of the issued share capital of the Company, have
been bought back and cancelled. These repurchases have been made in tranches of
between 100,000 and 250,000 Ordinary Shares. As a result of further generation
of cash that the Directors consider surplus to the Company's current
requirements, the Company now proposes to return up to £7 million to
Shareholders by means of the Tender Offer.
The Tender Offer is to be effected by Numis purchasing, as principal, up to
2,215,000 Ordinary Shares at 316 pence per Ordinary Share from Qualifying
Shareholders and then selling such Ordinary Shares on-market to the Company for
cancellation at the Tender Price. The share repurchase will be effected pursuant
to the authority obtained by the Company to repurchase its own Ordinary Shares
at the Annual General Meeting of the Company held on 21 April 2005.
Qualifying Shareholders
The Tender Offer is being made available to Shareholders on the register of
members at 5.00pm on 3 October 2005 (the 'Record Date'). Qualifying Shareholders
may participate in the Tender Offer by tendering all or a proportion of the
Ordinary Shares held by them at the Record Date. In the event that tenders are
received (in aggregate) for in excess of 2,215,000 Ordinary Shares, tenders will
be scaled back pro rata to the total number of Ordinary Shares tendered.
Directors interests
The Directors who are beneficially entitled to Ordinary Shares have indicated
that they will not sell Ordinary Shares pursuant to the Tender Offer, other than
as detailed below:
CTG Investments Limited, a company owned by a discretionary trust in which
Stephen Hemsley is a potential beneficiary, has indicated that it may wish to
tender a minimum of 500,000 Ordinary Shares; and
International Franchise Systems Inc. (which holds shares beneficially for HS
Real Company LLC) and HS Real Company LLC (a company owned by a discretionary
trust, the beneficiaries of which are the adult children of Colin and Gail
Halpern), have indicated that they may wish, in aggregate, to tender a minimum
of 1,715,000 Ordinary Shares.
If the tenders of the organisations referred to in the previous two paragraphs
are accepted in full, following the tender Stephen Hemsley will hold a
disclosable interest in 2,000,000 Ordinary Shares and Colin Halpern will hold a
disclosable interest in 7,440,497 Ordinary Shares.
Expected Timetable
The Circular and Form of Tender are expected to be posted to Shareholders today
and will contain the formal terms and conditions of the Tender Offer as well as
instructions to Shareholders on how to tender their Ordinary Shares should they
choose to do so.
Tender Offer commences 19 September 2005
Record Date 5.00 p.m. on 3 October 2005
Latest time and date for receipt of Forms of Tender 3.00 p.m. on 3 October 2005
Tender Offer closes 3.00 p.m. on 3 October 2005
Result of Tender Offer announced by 7.30 a.m. on 4 October 2005
Purchase of Ordinary Shares under the Tender Offer 4 October 2005
CREST accounts credited with Tender Offer proceeds 7 October 2005
Despatch of cheques for certificated Ordinary Shares
purchased pursuant to the Tender Offer by 7 October 2005
Despatch of balance certificates in respect of any unsold
Ordinary Shares by 7 October 2005
Current Trading
On 25 July 2005, the Company announced its interim results for the 26 weeks to 3
July 2005. In that statement, the Board noted that: 'The outlook for the
remainder of the year is positive although we are cautious that the strong
like-for-like system sales in 2004 will be challenging to match in the second
half of the year. Current store openings are excellent and we are confident that
we will fully meet the market's estimate for the full year.' Since that date,
trading has continued in line with this comment and with the Directors'
expectations.
Definitions in this announcement have the same meaning as those set out in the
Circular.
Enquiries:
Domino's Pizza UL & IRL plc
Stephen Hemsley, Chief Executive +44 (0) 1908 580 604
Lee Ginsberg, Finance Director +44 (0)1908-580611 / +44(0)7887 734064
Numis Securities Ltd
David Poutney / Lee Aston +44 (0) 20 7776 1500
Hogarth Partnership Ltd
Andrew Jaques / Kate Catchpole +44 (0) 20 7357 9477
Numis Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for Domino's Pizza UK &
IRL plc and no-one else in relation to the matters described in this
announcement and will not be responsible to anyone other than Domino's Pizza UK
& IRL plc for providing the protections afforded to clients of Numis Securities
Limited nor for providing advice in relation to the matters described in this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange