TIDMDPP
RNS Number : 6039Q
DP Poland PLC
08 November 2012
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION IS PROHIBITED
DP Poland plc
("DP Poland" or the "Company")
Cash placing to raise GBP 10.5 million and director
appointments
DP Poland, which through its wholly-owned subsidiary DP Polska
S.A. ("DP Polska") has the exclusive right to develop and operate
Domino's Pizza stores in Poland, is pleased to announce a
conditional cash placing of 70,000,000 new ordinary shares of 0.5
pence each ("Ordinary Shares") (the "Placing Shares") with a range
of existing and new investors to raise GPB 10.5 million (before
expenses) (the "Placing").
The Placing Shares, which will represent 73.4 per cent. of DP
Poland's issued share capital following completion of the Placing,
have been conditionally placed by Peel Hunt LLP ("Peel Hunt") at a
price of 15 pence per share (the "Placing Price"). The Placing
Price represents a 33.3 per cent. discount to the closing middle
market price of an Ordinary Share of 22.5 pence on 7 November 2012,
being the last trading day immediately preceding the date of this
Announcement.
The Company will use the proceeds to implement its plans to open
a further 10 DP Poland-owned stores in both 2013 and 2014, to
increase the marketing spend across all existing and new DP
Poland-owned stores and to provide funding for its business through
to anticipated EBITDA break even.
The following Directors will be participating in the Placing and
subscribing for the following number of Placing Shares:
Name Role No. of Placing Holding post
Shares Placing
Nicholas Donaldson Non-executive Chairman 66,666 230,333
Peter Shaw CEO 33,333 1,309,879
Robert Morrish Non-executive Director 66,666 236,666
Maciej Jania Finance Director 13,333 13,333
The Placing is conditional upon, amongst other things, approval
by the shareholders of the Company ("Shareholders") in a General
Meeting. A circular will be posted to Shareholders today (the
"Circular"), providing further details of the Placing and
incorporating a notice convening a General Meeting at which certain
resolutions (the "Resolutions") will be proposed to authorise the
allotment and issue of the Placing Shares. The Directors believe
that the Placing is in the best interests of the Company and
Shareholders as a whole, and recommend that Shareholders vote in
favour of the Resolutions at the General Meeting which is being
convened for 26 November 2012, as they themselves intend to do in
respect of their own beneficial shareholdings amounting in
aggregate to 1,610,213 Ordinary Shares representing approximately
6.3 per cent of the current issued share capital of the
Company.
While the Board believes that alternative sources of funding are
potentially available to the Group, it is of the view that the
terms associated with such funding would be significantly more
onerous than those of the proposed Placing. The significant level
of discount required to effect the Placing was principally driven
by the length of time the business will take to reach group break
even and the fact that it requires significantly more capital in
the short term. Without such funding, the Board would need to seek
alternative sources of funding or seek alternative methods of
realising shareholder value, neither of which is expected to be
favourable for Shareholders given the current stage of the
Company's development. Following successful conclusion of the
Placing, however, the Group will be well funded to continue its
roll out and to grow the Domino's Pizza brand across Poland. It is
therefore of the utmost importance that Shareholders vote in favour
of the Resolutions.
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM ("Admission").
Admission is expected to become effective on 30 November 2012. When
issued, the Placing Shares will rank pari passu in all respects
with the existing Ordinary Shares. Following completion of the
Placing, DP Poland will have 95,437,986 Ordinary Shares in
issue.
Further details of the Placing are set out in the appendix to
this Announcement.
The Board also announces today that Chris Moore and Gerry Ford
have agreed to join the Board of the Company as non-executive
Directors with effect from Admission.
Chris Moore (53) was previously Chief Executive of Domino's
Pizza Group plc and will acquire 333,333 Placing Shares at the
Placing Price as part of the Placing. Details of Chris's current
and previous directorships are set out in the appendix to this
announcement. This information is disclosed in accordance with Rule
17 and Schedule 2(g) of the AIM Rules for Companies and no further
information needs to be disclosed under these rules.
Gerry Ford (54) is currently Chairman and Chief Executive of
Caffè Nero Group Limited and will acquire 500,000 Placing Shares at
the Placing Price as part of the Placing. Details of Gerry's
current and previous directorships are set out in the appendix to
this announcement. This information is disclosed in accordance with
Rule 17 and Schedule 2(g) of the AIM Rules for Companies and no
further information needs to be disclosed under these rules.
Peter Shaw, Chief Executive of DP Poland, commented:
"I am delighted with the support that we have received for the
continued expansion of the Domino's Pizza business in Poland. The
proceeds of this fundraising will allow us to continue to roll-out
new stores, build brand awareness and drive sales.
"I am also very pleased that Chris and Gerry have agreed to join
the Board on the completion of our fundraising. I believe that
their extensive operational experience will prove invaluable and we
are all very much looking forward to working with them."
Enquiries
DP Poland PLC c/o College
Peter Shaw, Chief Executive Hill
www.dppoland.com 020 7457 2020
Peel Hunt LLP
Dan Webster/Matthew Armitt/Richard Brown 020 7418 8900
College Hill
Matthew Smallwood/Jamie Ramsay 020 7457 2020
This announcement (this "Announcement") is for information
purposes only and does not constitute nor does it form party of any
offer to sell or an invitation to subscribe for or a solicitation
of an offer to buy or subscribe for any securities in any
jurisdiction including any jurisdiction in which such an offer or
solicitation is prohibited and is not for distribution in or into
or from, without limitation, the United States, Canada, Australia,
the Republic of South Africa or Japan (the "Excluded Territories"),
or to US persons (within the meaning of Regulation S of the United
States Securities Act 1933 (as amended)) (the "Securities
Act").
The Placing Shares have not been and will not be registered
under the Securities Act or under the applicable securities laws of
any state in the United States or any Excluded Territory and,
unless an exemption under such act or laws is available may not be
offered for sale or subscription or sold or subscribed directly or
indirectly within the Excluded Territories or for the account or
benefit of any national, resident or citizen of the Excluded
Territories. No public offering of securities will be made in the
United States. The distribution of this Announcement in other
jurisdictions may be restricted by law and therefore persons into
whose possession this Announcement comes should inform themselves
about and observe any such restrictions. Any failure to comply with
these restrictions may constitute a violation of the securities
laws of such jurisdictions.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for DP Poland and for no one else in connection with the Placing
and will not be responsible to anyone other than DP Poland for
providing the protections afforded to clients of Peel Hunt nor for
providing advice in relation to the Placing or any other matters
referred to in this Announcement.
The contents of this Announcement are not to be construed as
legal, financial or tax advice. If necessary, each recipient of
this Announcement should consult his, her or its own legal adviser,
financial adviser or tax adviser for legal, financial or tax
advice.
This Announcement contains (or may contain) certain statements
that are or may be "forward-looking statements" with respect to the
Company, and certain of its goals and expectations relating to its
future financial condition and/or performance which involve a
number of risks and uncertainties. These statements typically
contain words such as "aim", "anticipate", "target", "expect",
"estimate", "plan", "believe", "may", "should" or other words
having a similar meaning. By their nature, forward-looking
statements involve risk and uncertainty because they relate to
future events and circumstances including, but not limited to
economic and business conditions, changes in foreign exchange
rates, changes in legislation, changes in consumer habits and other
factors outside the control of the Company, any or all of which
could cause actual results, performance or achievements to be
materially different from any results, performance or achievements,
expressed or implied by such forward-looking statements.
Accordingly, undue reliance should not be placed on such
forward-looking statements. Forward-looking statements speak only
as at the date they are made. Neither DP Poland, nor Peel Hunt nor
any other person
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