TIDMDPP
RNS Number : 8990O
DP Poland PLC
15 June 2022
15 June 2022
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the Company's obligations under Article 17 of MAR.
DP Poland plc
("DP Poland" or the "Company")
Proposed Acquisition, Proposed Board Changes
and
Issue of Share Options
Highlights
-- DP Poland, the operator of pizza stores and restaurants
across Poland, is pleased to announce that it has agreed terms (the
"Agreement") to enter into a Share Purchase Agreement ("SPA") to
acquire the entire issued share capital of All About Pizza d.o.o ,
trading as Domino's Croatia (the "Transaction").
-- The Company will acquire the entire issued share capital of All About Pizza d.o.o for a total consideration of approximately GBP2.4 million to be satisfied by the issue of 29,787,234 ordinary shares in DP Poland based on an 8p per share issue price.
-- All About Pizza d.o.o signed a Franchise Agreement with
Domino's Pizza International Franchising Inc. in July 2019 to
operate Domino's stores in Croatia and now operates two stores in
Zagreb, with a third fully prefinanced and scheduled to open in
June 2022.
-- Proposed conditional appointment of Nils Gornall, Chief
Executive Officer of All About Pizza d.o.o , and Andrew Rennie,
ex-CEO of Domino's Pizza Enterprises in Europe, to the Board as
Chief Executive Officer and Non-Executive Director
respectively.
-- A new stock option plan has been agreed which will be
effective upon the proposed board appointments.
Przemyslaw Glebocki, Non-Executive Director of DP Poland and
Managing Partner at ACP, the Company's largest shareholder, said :
"We are very excited at the prospect of Andrew and Nils joining DP
Poland. The Company has been transformed and is growing at a high
pace, but we have an ambition for more. These appointments bring us
the best in class Domino's operational and strategic experience. We
remain acquisitive and Andrew's experience in that sphere is very
valuable for us. We are also inspired by the achievements of Andrew
and Nils, not only in Australian and West European markets but also
in Croatia, which is a market with similar economic profile to
Poland. We are excited seeing their store performance and we look
forward to having that replicated into our stores. I am also happy
that Andrew and Nils will become shareholders of DP Poland, as that
aligns our interests and reconfirms our belief in the successful
outlook for DP Poland."
Andrew Rennie, Non-Executive Director, said : "I am excited to
join DP Poland, as well as becoming a significant shareholder. I
have worked in a variety of Domino's businesses globally and I
believe that Poland has the right structural conditions for the
business to flourish. Poland has a population approaching 40
million and DP Poland now has 122 stores, this provides a strong
platform to deliver rapid sales growth and I look forward to
contributing to its success."
Nils Gornall, the incoming CEO, said : "I'm delighted to be
joining DP Poland, Poland is one of the largest markets in the EU
and the business is showing strong sales growth. I've had the
opportunity to meet our executive team and I am excited by their
enthusiasm for the potential of the business. There is an
opportunity to transfer learnings from the recently successful
launch of Domino's in Croatia to further optimise operations and
this work will begin immediately. I look forward to creating a
profitable business at scale and emulating the success of other
listed Domino's businesses from around the world."
Details of the Transaction
DP Poland has agreed terms to enter into a SPA with Pine Hills
d.o.o., Pant & Thijs Enterprises B.v., Down Under Enterprises
d.o.o., Pantoffel B.V., Pant B.V., MS Ventures j.d.o.o. and M-SV
B.V. (the "Sellers") to acquire the entire issued share capital of
All About Pizza d.o.o , trading as Domino's Croatia. Due diligence
on All About Pizza d.o.o is complete and the terms of the SPA are
in agreed form. The Transaction is expected to complete following a
reorganisation of All About Pizza d.o.o (the "Reorganisation"). The
Agreement provides that the Reorganisation is to be completed prior
to the Transaction and that all reasonable endeavours will be
applied to enter into the SPA and procure completion as soon as
reasonably practicable, and in any event by 30 June 2022 or
otherwise, with the consent of the parties, by the longstop date of
29th July 2022. A further announcement will be made on completion
of the Transaction.
All About Pizza d.o.o signed a Franchise Agreement with Domino's
Pizza International Franchising Inc. in July 2019 to operate
Domino's stores in Croatia and now operates two stores in Zagreb,
with a third fully prefinanced and scheduled to open in June
2022.
For the year ended 31 December 2021, All About Pizza d.o.o
generated revenue of EUR951k and EBITDA losses of -EUR110k, with
net assets (prior to the Reorganisation) of -EUR781k at year end.
The run rate revenue and store EBITDA(1) for the year ended 31
December 2022 are EUR1.241m and EUR189k respectively for the two
operating stores. The Board believes that the estimated market
potential is approximately 50 stores across Croatia.
(1) Store EBITDA is stated before total overheads costs of
EUR274k.
Proposed Acquisition Terms
The SPA provides that the Company will acquire the entire issued
share capital of All About Pizza d.o.o for a total consideration of
approximately GBP2.4 million to be satisfied by the issue of
29,787,234 ordinary shares in DP Poland based on an 8p per share
issue price ("Consideration Shares").
The SPA also provides that Andrew Rennie, shareholder of All
About Pizza d.o.o and ex-Chief Executive Officer of Domino's Pizza
Enterprises in Europe, will subscribe for 2,127,660 ordinary shares
in DP Poland at a price of 8 pence per share for a total
subscription price of GBP170,212.77, at the date of the SPA ("First
Subscription"), and a further 3,191,489 ordinary shares at a price
of 8 pence per share for a total subscription price of
GBP255,319.15 within 12 months following completion of the
Transaction ("Second Subscription").
The directors of All About Pizza d.o.o are Nils Gornall and
Micael Sviben who are currently the beneficial owners of 90% and
10% respectively. Ahead of the Acquisition, All About Pizza d.o.o
will undergo a Reorganisation which will result in an ownership
structure consisting of the Sellers.
The SPA includes a call option which grants the Sellers the
option to repurchase All About Pizza d.o.o (the "Option") through
the repurchase of shares in an amount equal to each of their
percentage of shares held immediately prior to the Acquisition (the
"Option Shares"). The terms of the Option, as set out below, have
been agreed and following the grant of the Option these terms will
not be subject to further negotiation or agreement. The Option may
only be exercised on or before 31 December 2022 and the purpose of
the Option is to enable the Sellers to take advantage of any higher
offer received from a counterparty to purchase the entire share
capital of All About Pizza d.o.o. The consideration payable on
exercise of the Option shall be satisfied in cash and shall be an
aggregate amount of i) GBP2,553,191; plus ii) an amount equal to
any capital expenditure paid by DP Poland to or on behalf of All
About Pizza d.o.o between completion of the Transaction and the
exercise of Option, or any capital contributions made by DP Poland,
or any member of its group, to All About Pizza d.o.o between
completion of the Acquisition and 31 December 2022 . In addition,
if following the exercise of the Option, any of the Sellers sell
any of their Option Shares during a two year period, the relevant
Seller shall pay 20% of the gross amount by which the proceeds
received exceed the consideration paid for the Option Shares to DP
Poland.
When issued, the Consideration Shares, and the ordinary shares
to be issued pursuant to the First Subscription ("First
Subscription Shares") and Second Subscription ("Second Subscription
Shares", together, the "Subscription Shares"), will rank pari passu
with the existing ordinary shares of the Company and application is
being made to the London Stock Exchange plc for admission of the
Consideration Shares and First Subscription Shares to trading on
AIM ("Admission"). Details of the admission of the Subscription
Shares will be announced on completion of the Transaction.
Proposed board changes
DP Poland is pleased to announce the proposed appointment of
Nils Gornall, Chief Executive Officer of All About Pizza d.o.o ,
and Andrew Rennie, ex-CEO of Domino's Pizza Enterprises in Europe,
to the Board as Chief Executive Officer and Non-Executive Director
respectively.
The proposed appointments of Mr Gornall and Mr Rennie are
conditional on:
i) completion of the Transaction;
ii) completion of the Company's annual general meeting ("AGM"),
which is expected to take place on Friday 15 July 2022; and
iii) completion of normal regulatory due diligence being carried
out by Singer Capital Markets in its capacity as the Company's
Nomad.
If all of the conditions are satisfied, the appointments of Nils
Gornall and Andrew Rennie will be effective from 16 July 2022,
being the date following the Company's AGM. A further announcement
confirming the appointments disclosing information in respect of
Schedule 2(g) of the AIM Rules will be made when appropriate.
From the date of appointment of Nils Gornall as Chief Executive
Officer, Piotr Dzierzek, current Chief Executive Officer of DP
Poland, will remain as the Deputy Chief Executive Officer of DP
Polska S.A. and Dominium S.A., the operating entities in Poland,
however he will step down from the Board as a Director of the
Company from this date.
Nils Gornall is a veteran of Domino's Pizza with 28 years of
operational experience; most of his career he has worked alongside
Andrew Rennie, who employed him in 1994. He is currently the CEO of
Domino's Croatia and prior to that he acted in various roles in
Domino's Australia (one of the most successful Domino's markets
with more than 1000 stores) where he was awarded national store
manager of 1999 and 2000, new franchisee of the year in 2001. Nils
owned 23 stores in total as a franchisee, including 5 of the top 10
performing stores in Australia for a period of two years.
Nils Gornall's service agreement in respect of his appointment
as a director of the Company, contains the following principal
terms:
i) remuneration is GBP15,000 per annum;
ii) the appointment is subject to review and re-election on an
annual basis at the Company's annual general meeting and Nil's
continued employment under the terms of the employment agreement
with the Company's trading subsidiary;
iii) the Company can terminate Nils' appointment at any time
with immediate effect in certain circumstances, or with three
months' notice by making a payment in lieu of notice; and
iv) standard provisions relating to confidentiality, restrictive
covenants, and conflict of interest .
In addition, Nils will have local contracts entered into
directly with the operating companies within the Group. Nils' total
fixed compensation including the director's fee referred to above,
shall be EUR90,000.
Andrew Rennie served as the Chief Executive Officer of Domino's
Pizza Enterprises in Europe for seven years, including but not
limited to France, Belgium, Netherlands and Germany, where he was
instrumental in acquiring local pizza chains to be converted to
Domino's stores. Prior to this, Andrew was the COO of Domino's
Australia.
Andrew Rennie's non-executive director letter of appointment
contains the following principal terms:
i) an annual fee of GBP30,000 per annum payable in monthly instalments in arrears;
ii) the fee will be reviewed annually and any increase will be
entirely at the discretion of the Company
iii) the appointment is for an indefinite period subject to
three months' notice by either party at any time and re-election on
an annual basis at the Company's annual general meeting; and
iv) standard provisions relating to confidentiality and conflict of interest provisions.
In addition, Nick Donaldson, Non-Executive Chairman of the
Company, confirms he will retire from the Board at the end of 2022,
rather than the date of the 2022 AGM as previously announced.
Issue of Share Options
A new stock option plan has been agreed, which will comprise a
total of 49,280,351 share options over ordinary shares of 0.5 pence
each ("Share Options"). Share Options will be granted to Andrew
Rennie and Nils Gornall, effective upon the proposed board
appointments, as follows:
% of Issued Share
Number of Share Capital (following Vesting Commencement
Name Options granted Admission) date
Andrew Rennie 14,080,100 2.2% 16 July 2022
----------------- -------------------- ---------------------
Nils Gornall 10,560,075 1.6% 16 July 2022
----------------- -------------------- ---------------------
Of the Share Options issued to Nils Gornall and Andrew Rennie,
50% will time-vest and 50% will vest subject to meeting certain
performance indicators being met or exceeded. Of the time-vesting
portion, 25% vest 12 months from the Vesting Commencement date and
75% vest in 36 equal monthly instalments thereafter. The Share
Options linked to key performance indicators carry the performance
criteria of EBITDA which must be achieved annually over the vesting
period and total number of stores target.
The exercise price of the Share Options granted is 8 pence per
share and aligns the interest of the Share Options beneficiaries
with the shareholders who subscribed for the equity in 2021 at 8
pence per share.
Enquiries:
DP Poland plc Tel: +48 22 654 64
15
Przemyslaw Glebocki, Non-Executive
Director
Singer Capital Markets (Nominated Tel: +44 (0) 20 7496
Adviser and Broker) 3000
Shaun Dobson / Will Goode / Amanda
Gray
Notes for editors
About DP Poland plc
DP Poland, through its wholly owned subsidiary DP Polska S.A.,
has the exclusive right to develop, operate and sub-franchise
Domino's Pizza stores in Poland. Following its acquisition of
Dominium S.A., which constituted a reverse takeover under the AIM
Rules for Companies, the group now operates over 100 stores and
restaurants across a number of cities and towns in Poland.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCGPUPAQUPPPWC
(END) Dow Jones Newswires
June 15, 2022 02:05 ET (06:05 GMT)
Dp Poland (LSE:DPP)
Historical Stock Chart
From Apr 2024 to May 2024
Dp Poland (LSE:DPP)
Historical Stock Chart
From May 2023 to May 2024