TIDMDPEU
RNS Number : 4671V
Jubilant Foodworks Netherlands B.V.
01 December 2023
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.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE, OR FORM PART OF, AN OFFER OR AN INVITATION TO PURCHASE,
SUBSCRIBE FOR OR SELL ANY SECURITIES OR A SOLICITATION OF ANY OFFER
TO PURCHASE, SUBSCRIBE FOR OR SELL ANY SECURITIES. THE OFFER
REFERRED TO IN THIS ANNOUNCEMENT WILL BE MADE SOLELY BY WAY OF THE
OFFER DOCUMENT AND, WHERE APPROPRIATE, THE RELATED FORM OF
ACCEPTANCE WHICH TOGETHER WILL CONTAIN THE FULL TERMS OF THE OFFER,
INCLUDING DETAILS OF HOW THE OFFER MAY BE ACCEPTED.
1 December 2023
Offer for DP Eurasia N.V ("DP Eurasia") - Notification in
accordance with DP Eurasia's articles of association
On 28 November 2023, Jubilant Foodworks Netherlands B.V.
("Jubilant Foodworks"), a wholly owned subsidiary of Jubilant
Foodworks Limited, announced its intention to make an offer for the
entire issued and outstanding ordinary share capital of DP Eurasia
not already owned by Jubilant Foodworks at 85 pence per DP Eurasia
Share (the "Offer") (the "Offer Announcement"). Later the same day,
Jubilant Foodworks announced that, due to it acquiring further DP
Eurasia Shares and becoming the owner of securities representing
50.0 per cent. or more of DP Eurasia's voting rights, the Offer
earlier announced would be made as a mandatory offer pursuant to DP
Eurasia's articles of association (the "Offer Update
Announcement").
Pursuant to Article 30.12 of DP Eurasia's articles of
association, Jubilant Foodworks is obliged to publicly disclose all
transactions in DP Eurasia Shares made between the Offer Update
Announcement and the publication of the Offer Document.
In accordance with this provision, Jubilant Foodworks now
announces that it has today acquired 1,685,478 DP Eurasia Shares on
the London Stock Exchange (the "Share Purchases") at a price of
84.6500 pence per DP Eurasia Share. Following settlement of the
Share Purchases, Jubilant Foodworks will own 80,147,304 ordinary
shares in the share capital of DP Eurasia, representing
approximately 54.67 per cent. of DP Eurasia's issued share
capital.
Terms used but not defined in this announcement shall have the
same meaning as set out in the Offer Announcement.
Enquiries:
Jubilant Foodworks
Ashish Goenka ashish.goenka@jublfood.com
Peel Hunt (Financial Adviser) +44 (0) 20 7418 8900
Oliver Jackson
Rebecca Bankhead
Monal Kathrecha
About Jubilant Foodworks
Jubilant FoodWorks Limited (NSE, BSE: JUBLFOOD) is India's
largest foodservice company and is part of the Jubilant Bhartia
Group. Incorporated in 1995, the Company holds the exclusive master
franchise rights from Domino's Pizza Inc. to develop and operate
the Domino's Pizza brand in India, Sri Lanka, Bangladesh and Nepal.
In India, it has a strong and extensive network of 1,888 Domino's
stores across 397 cities. In Sri Lanka and Bangladesh, the Company
operates through its 100% owned subsidiary which currently has 50
and 23 stores respectively. The Company also has exclusive rights
to develop and operate Popeyes restaurants in India, Bangladesh,
Nepal and Bhutan and Dunkin' restaurants in India. The Company
currently operates 22 Popeyes restaurants in six cities and 21
Dunkin' restaurants across seven cities.
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, pursuant to the Offer or otherwise, nor shall there
be any sale, issuance or transfer of securities of DP Eurasia in
any jurisdiction in contravention of applicable law.
The Offer will be made solely by means of the Offer Document
and, in respect of DP Eurasia Shares held in certificated form, the
Form of Acceptance accompanying the Offer Document, and which will
contain the full terms of the Offer including details of how to
accept the Offer. Details on how to accept the Offer in respect of
DP Eurasia Shares held in uncertificated form (that is, as
Depositary Receipts held in CREST) will be set out in full in the
Offer Document. Any approval, acceptance, decision or other
response to the Offer should be made only on the basis of the
information in the Offer Document and, in respect of DP Eurasia
Shares held in certificated form, the Form of Acceptance. DP
Eurasia Shareholders are strongly advised to read the formal
documentation in relation to the Offer once it has been
published.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Jubilant Foodworks and for no-one else in connection with the
matters referred to in this announcement and will not be
responsible to any person other than Jubilant Foodworks for
providing the protections afforded to clients of Peel Hunt, nor for
providing advice in relation to the matters referred to herein.
Neither Peel Hunt nor any of its 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 Peel Hunt in connection with
the matters referred to in this announcement, or otherwise.
Overseas Shareholders
This announcement has been prepared in accordance with English
law and the information disclosed may not be the same as that which
would have been disclosed in accordance with the laws and
regulations of jurisdictions outside England. The statements
contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to
them, and there shall be no implication that there has been no
change in the facts set forth in this announcement since such
date.
The release, publication or distribution of this announcement
and the availability of the Offer in or into jurisdictions other
than the United Kingdom may be affected by the laws and regulations
of those jurisdictions. Persons who are not resident in the United
Kingdom, or who are subject to the laws of any jurisdiction other
than the United Kingdom, should inform themselves about, and
observe any applicable requirements. Any person (including, without
limitation, nominees, trustees and custodians) who would, or
otherwise intends to, forward this announcement or any accompanying
document to any jurisdiction outside the United Kingdom should
refrain from doing so and seek appropriate professional advice
before taking any action. Any failure to comply with the applicable
legal or regulatory requirements may constitute a violation of the
laws and/or regulations of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Offer disclaim any responsibility and liability for
the violation of such restrictions by any person.
Unless otherwise determined by Jubilant Foodworks, and permitted
by applicable law and regulation, the Offer is not being made,
directly or indirectly, in or into or by use of the mails or any
other means or instrumentality (including, without limitation,
telephonic or electronic) of interstate or foreign commerce of, or
any facility of a national, state or other securities exchange of,
a Restricted Jurisdiction, and no person may accept the Offer by
any such use, means, instrumentality or facility or from within a
Restricted Jurisdiction. Accordingly, copies of this announcement
and any related documents are not being, and must not be, directly
or indirectly, mailed or otherwise forwarded or distributed in,
into or from a Restricted Jurisdiction and persons receiving this
announcement or any related document (including custodians,
nominees and trustees) must not distribute or send them in, into or
from a Restricted Jurisdiction. Doing so may invalidate any
purported acceptance of the Offer.
Notice to US shareholders
The Offer will be made for securities of a public limited
liability company (naamloze vennootschap) incorporated under the
laws of The Netherlands, with its corporate seat in Amsterdam, The
Netherlands and is being made in the United States in compliance
with all applicable laws and regulations, including, to the extent
applicable Section 14(e) of the US Securities Exchange Act of 1934,
as amended (the "US Exchange Act"), and Regulation 14E thereunder
(in each case, subject to any exemptions or relief therefrom, if
applicable) and otherwise in accordance with the disclosure and
procedural requirements of United Kingdom and Dutch law. US
Shareholders should read the entire Offer Document, which contains
important information about the Offer and the Shares. The Offer
will be made in the United States by Jubilant Foodworks and no one
else. Shareholders in the United States are advised that the Shares
are not listed on a US securities exchange and that DP Eurasia is
not subject to the periodic reporting requirements of the US
Exchange Act and is not required to, and does not, file any reports
with the US Securities and Exchange Commission (the "SEC")
thereunder. Neither the SEC nor any securities commission of any
state of the United States has approved the Offer, passed upon the
fairness of the Offer or passed upon the adequacy or accuracy of
this announcement. Any representation to the contrary is a criminal
offence in the United States.
In accordance with normal United Kingdom market practice and to
the extent permissible under applicable law or regulatory
requirements, including Rule 14e-5 under the US Exchange Act,
Jubilant Foodworks and its affiliates or its brokers and its
broker's affiliates (acting as agents for Jubilant Foodworks or its
affiliates, as applicable) may from time to time, both prior to the
making of the Offer and whilst the Offer, if and when made, remains
open for acceptances, make certain purchases of, or arrangements to
purchase, DP Eurasia Shares outside the United States otherwise
than under the Offer, such as in the open market or through
privately negotiated purchases. Such purchases, or arrangements to
purchase, shall comply with applicable rules in the United Kingdom
and the rules of the London Stock Exchange. Details about any such
purchases will be available from any Regulatory Information
Service, including the regulatory news service on the London Stock
Exchange website ( www.londonstockexchange.com).
The receipt of cash pursuant to the Offer by a US holder of DP
Eurasia Shares may be a taxable transaction for US federal income
tax purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each holder of DP Eurasia Shares is
urged to consult its independent professional adviser immediately
regarding the tax consequences of accepting the Offer.
Jubilant Foodworks Netherlands B.V. is a private company with
limited liability (besloten vennootschap met beperkte
aansprakelijkheid) incorporated under the laws of The Netherlands,
with its corporate seat in Amsterdam, The Netherlands. It is a
wholly owned subsidiary of Jubilant Foodworks Limited. Some or all
of the officers and directors of Jubilant Foodworks and DP Eurasia,
respectively, are residents of countries other than the United
States. In addition, most of the assets of Jubilant Foodworks and
DP Eurasia are located outside the United States. As a result, it
may be difficult for US shareholders of DP Eurasia to sue, or
effect service of process within the United States upon, Jubilant
Foodworks, DP Eurasia, or their respective officers or directors.
Further, it may be difficult to compel a non-US entity and its
affiliates to subject themselves to a US court's judgment or to
enforce against them a judgment of a US court predicated upon the
federal or state securities laws of the United States.
Cautionary note regarding forward looking statements
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 Jubilant Foodworks' or DP Eurasia's actual results
of operations, financial condition and liquidity, and the
development of the industry in which Jubilant Foodworks or 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 Jubilant Foodworks, or persons
acting on its behalf, may issue.
No profit forecasts or estimates
Nothing in this announcement is intended or shall be deemed to
be a forecast, projection or estimate of the future financial
performance of Jubilant Foodworks or DP Eurasia and no statement in
this announcement should be interpreted to mean that earnings or
earnings per share of Jubilant Foodworks or 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 Jubilant Foodworks or DP Eurasia, as
appropriate.
Publication on website
This announcement will be published on Jubilant Foodworks'
website and will be available at https://www.jubilantfoodworks.com/
as soon as practicable following the publication of this
announcement. The content of the website is not incorporated into,
and does not form part of, this announcement.
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END
OFFBRBDDUDGDGXB
(END) Dow Jones Newswires
December 01, 2023 12:27 ET (17:27 GMT)
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