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.
FOR IMMEDIATE RELEASE
20 February 2024
DP Eurasia
N.V.
("DP Eurasia" or the
"Company")
Notice of Extraordinary
General Meeting
DP Eurasia (DPEU.L), the master
franchisee of the Domino's Pizza brand in Turkey, Azerbaijan and
Georgia, announces that DP Eurasia will hold an Extraordinary
General Meeting (the "EGM")
on 2 April 2024, commencing at 11:00 am (CEST).
As announced in the announcements by
the Company and Jubilant Foodworks Netherlands B.V. ("Jubilant Foodworks") on 30 and 31
January 2024: (i) the recommended increased and final cash offer by
Jubilant Foodworks for the entire issued and outstanding share
capital of the Company not already owned by Jubilant
Foodworks (the "Increased Offer") at 110 pence per
share in the capital of the Company ("DP Eurasia Shares") closed for
acceptances on 31 January 2024; and (ii) 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 will take effect on or shortly after 8.00 a.m.
(London time) on 28 February 2024. Jubilant
Foodworks then intends to procure the conversion of 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.
At the date of publication of this
notice, Jubilant Foodworks holds 137,681,389 DP Eurasia Shares
(representing approximately 93,92 per cent of the Company's issued
share capital).
The cancellation of listing and
trading of 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 made by Jubilant Foodwork Netherlands B.V. 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.
The business of the EGM will be to
consider and, if thought fit, approve certain resolutions
regarding:
·
the discharge (in accordance with article 21.2 of
the Company's articles of association (the "Articles")) of the
Company's executive and present and former non-executive directors
from liability in relation to the exercise of their duties in the
2023 financial year;
·
the appointment of Jubilant Foodworks Netherlands
B.V. as an executive director of the Company;
·
the appointment of Mr. Deepak Kumar Jajodia as a
non-executive director of the Company. Mr. Jajodia is working as
Senior Vice President Finance with Jubilant Foodworks Limited,
heading FP&A, Business Finance across all Brands and multiple
geographies, M&A, IR, ESG and Business Finance - ISC. He has
over 28 years of vast experience in the areas of Finance, Audits,
Supply Chain Operations, Legal, Secretarial and compliances. He has
worked across industries and sectors such as Automobiles, FMCG,
Telecom, Retail, IT, Distribution and Start-ups. He is a Chartered
Accountant, Cost and Management Accountant and Company
Secretary.
·
the amendment of the Articles to convert the
Company into a private company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid). This proposal will, following the
cancellation of listing and trading of DP Eurasia Shares and the
conversion of DP Eurasia into a Dutch private company, reflect the
new status of the Company as a non-listed private company with
limited liability (besloten
vennootschap met beperkte aansprakelijkheid). The main
proposed changes to the Articles concern (i) the change of the
Board (consisting of one or more executive directors and one or
more non-executive directors) into a management board (consisting
of managing directors only), (ii) the introduction of provisions
that either mandatorily apply to non-listed entities or provisions
that are more suitable for the Company's new status as a non-listed
entity; and (ii) the introduction of provisions that apply to a
private limited liability company (besloten vennootschap met beperkte
aansprakelijkheid). The full text of the draft articles of
association of the Company as they will read following the proposed
amendment of the current Articles will be included with the notice
of the EGM.
Messrs. A. Saranga, A. Ashaboğlu, D.
Adams, B. Kurien, S. Bhartia and H. Bhartia have given notice to
resign as directors of the Company with effective from the
conclusion of the EGM.
The notice of the EGM will shortly
be made available on the AGM/EGM section of the Group's website at
www.dpeurasia.com and copies of the
documents have also been submitted to the National Storage
Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/homepage.
DP Eurasia confirms that no
disclosures are required pursuant to Listing Rule
9.6.13.
For additional details or further
information, please contact Buchanan on +44 20 7466 5000 /
dp@buchanan.uk.com.
Enquiries
DP
Eurasia N.V.
|
|
Frederieke Slot, Company
Secretary
|
+31 6 8333 96 48
|
|
|
Buchanan (Financial
Communications)
|
|
Richard Oldworth / Toto Berger /
Verity Parker
|
+44 20 7466 5000
dp@buchanan.uk.com
|
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, nor shall there be any sale,
issuance or transfer of securities of DP Eurasia in any
jurisdiction in contravention of applicable law.
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 DP Eurasia's actual results of operations, financial condition
and liquidity, and the development of the industry in which 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 DP Eurasia, or persons acting on
the behalf of DP Eurasia, may issue.
Nothing in this announcement is
intended or shall be deemed to be a forecast, projection or
estimate of the future financial performance of DP Eurasia and no
statement in this announcement should be interpreted to mean that
earnings or earnings per share of 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
DP Eurasia.
Notes to Editors
DP Eurasia N.V. is the exclusive
master franchisee of the Domino's Pizza brand in Turkey,
Azerbaijan, and Georgia. The Company 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 plc on 3 July 2017. The Company
(together with its subsidiaries, the "Group") is the largest pizza
delivery company in Turkey. The Group offers pizza delivery and
takeaway/ eat-in facilities at its 707 stores (690 in Turkey, 10 in
Azerbaijan and 7 in Georgia) as of 31 December 2023 and operates
through its owned corporate stores (11,3%) and franchised stores
(88,7%). In addition to its pizza delivery business, the Group also
has its own coffee brand, COFFY, which trades from 89 stores at
year-end, 66 of which are franchised. The Group 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, the Company has initiated the steps to file for DP
Russia's bankruptcy. This was preceded by the announcement on 28
December 2022, which confirmed that the Company was evaluating its
presence in Russia, the impact of sanctions and its continuing
ability to serve its customers in Russia. In this connection, the
Russian segment was classified as discontinued operations within
the Company's audited financial statements for the year ended 31
December 2022 and also within the (unaudited) financial statements
for the period ended 30 June 2023.