TIDMDPEU
RNS Number : 8245X
Jubilant Foodworks Netherlands B.V.
22 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 IS MADE SOLELY BY WAY OF THE OFFER
DOCUMENT WHICH CONTAINS THE FULL TERMS OF THE OFFER, INCLUDING
DETAILS OF HOW THE OFFER MAY BE ACCEPTED.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
22 December 2023
Cash Offer for DP Eurasia N.V. by Jubilant Foodworks
Response to DP Eurasia statement
Introduction
Jubilant Foodworks Netherlands B.V. ("Jubilant Foodworks"), a
wholly owned subsidiary of Jubilant Foodworks Limited, notes the
announcement made on 21 December 2023 by DP Eurasia N.V. ("DP
Eurasia"), in connection with Jubilant Foodworks' offer for the
entire issued and outstanding ordinary share capital of DP Eurasia
not already owned by Jubilant Foodworks (the "Offer") at 95 pence
per DP Eurasia Share (the "Offer Price"). Terms used but not
defined in this announcement shall have the same meaning as set out
in the offer document which includes the terms of the Offer and is
available on Jubilant Foodworks' website at
https://www.jubilantfoodworks.com/ (the "Offer Document").
Jubilant Foodworks continues to believe that its Offer of 95p
per DP Eurasia Share is at a fair price and provides shareholders
with a one-off liquidity event with an immediate and certain
enhanced return. Jubilant Foodworks also wishes to make clear that
since the release of the Offer Document it has not continued any
negotiations with DP Eurasia and it is not currently in any such
negotiations.
Minority Protection
Jubilant Foodworks welcomes DP Eurasia's clarification of its
earlier statements in relation to minority protections and of which
Jubilant Foodworks instigated such clarification. It is incorrect
to suggest as DP Eurasia's announcement of 21 December 2023 seems
to do that the clarification made by it related to statements of
Jubilant Foodworks when the need for the clarification was brought
about by DP Eurasia appearing to not have reviewed the Offer
Document before releasing its earlier announcement of 19 December
2023.
Jubilant Foodworks is in turn surprised by DP Eurasia's
statement that it was itself surprised to observe the Other
Restructuring Measures that have been included and explained in the
Offer Document. It is typical for such measures to be included in
offer documents relating to Dutch publicly listed companies and it
is necessary for shareholders to be properly informed of them.
Negotiations with DP Eurasia
Jubilant Foodworks also notes the statement by DP Eurasia in its
announcement of 21 December 2023 that it remains committed to
continue negotiations expeditiously with Jubilant Foodworks. As
alluded to by DP Eurasia, Jubilant Foodworks had been in
discussions with DP Eurasia prior to Jubilant Foodworks releasing
the Offer Document and increasing the Offer Price, however such
negotiations did not result in DP Eurasia recommending the Offer.
Jubilant Foodworks wishes to make clear that since the release of
the Offer Document it has not continued any negotiations with DP
Eurasia and it is not currently in any such negotiations.
Valuation
Jubilant Foodworks agrees with the non-conflicted members of the
board of DP Eurasia that valuation is inherently subjective but
disagrees with DP Eurasia's assessment that it has presented a
selection of peers based on their lower valuation multiples. The
peer group curated by Jubilant Foodworks was given thoughtful
consideration by taking into account the business model and the
characteristics of the jurisdictions each company primarily
operates in. The average GDP per capita of the peer group set out
in our announcement of 20 December 2023 is $14,239 (Macrotrends),
which represents a broadly similar economic profile to Turkey at
$10,616 (Macrotrends) and hence a comparison with developed markets
such as the UK and Australia will be less relevant.
Forecasts
Jubilant Foodworks notes that the profit forecasts set out in DP
Eurasia's announcement of 19 December 2023 have not been subject to
audit or third-party review. They were also not discussed and
approved by the full board of DP Eurasia prior to publication. The
achievement of forecasts is subject to a number of factors
including macroeconomic conditions, the level of competition in the
market and the company's ability to manage its cost base.
Liquidity
As acknowledged by DP Eurasia in its announcement of 21 December
2023, its share price has been negatively impacted by the low
trading volume in its shares. The annual average daily value traded
in DP Eurasia has fallen consistently since IPO, and is likely to
continue to do so with Jubilant Foodworks' larger shareholding, as
set out below.
Average daily value
Year (GBP)
2017 802,257
2018 233,101
2019 138,356
2020 89,419
2021 70,384*
2022 55,253
2023 27,995
--------------------
*Excludes the day of the settlement of the reverse bookbuild
Jubilant Foodworks expects this low level of liquidity to remain
and combined with the currency translation risk between Turkish
lira earnings and a pound sterling share price, it expects that
potential strong business performance in the future will be
unlikely to be matched by a corresponding rise in the share price.
It therefore considers that the Offer, which presents an immediate
and certain enhanced return event, represents an attractive
opportunity for shareholders.
Terms used but not defined in this announcement shall have the
same meaning as set out in the Offer Document.
Enquiries:
Jubilant Foodworks
Siddharth Anand siddharth.anand@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), Jubilant
Foodworks' parent company, 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.
In 2019, Jubilant FoodWorks Limited launched its first
owned-restaurant brand 'Hong's Kitchen' in the Chinese cuisine
segment which now has 18 restaurants across three cities. All store
counts referred to in this paragraph are as at 30 September
2023.
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 is made solely by means of the Offer Document and, in
respect of DP Eurasia Shares held in registered form, any deed of
transfer, which 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 as Depositary Interests
held in CREST is 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. DP Eurasia Shareholders are strongly advised to read the
formal documentation in relation to the Offer.
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.
Market Abuse Regulation
The information contained within this announcement would have,
prior to its release, constituted inside information as stipulated
under Article 7 of the Market Abuse Regulation (EU) No.596/2014 as
incorporated into UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (together, "UK MAR"). Upon the publication of
this announcement via a regulatory information service, this inside
information will be considered to be in the public domain. For the
purposes of UK MAR, the person responsible for arranging for the
release of this information on behalf of Jubilant Foodworks is
Siddharth Anand, Head of Legal at Jubilant FoodWorks Limited.
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END
OUPTTBTTMTJTBTJ
(END) Dow Jones Newswires
December 22, 2023 07:36 ET (12:36 GMT)
Dp Eurasia N.v (LSE:DPEU)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
Dp Eurasia N.v (LSE:DPEU)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024