TIDMDPEU
RNS Number : 0712Y
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 +90 212 280 9636
Buchanan (Financial Communications)
Richard Oldworth / Toto Berger / Verity +44 20 7466 5000
Parker dp@buchanan.uk.com
Liberum (Financial Adviser, Corporate
Broker)
Corporate Broking: Andrew Godber / Edward
Thomas / Will King
M&A: Tim Medak / Mark Harrison / Matt Hogg +44 20 3100 2000
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.
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END
RSPFEUFSAEDSEFE
(END) Dow Jones Newswires
December 28, 2023 05:20 ET (10:20 GMT)
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