TIDMDPEU
RNS Number : 8441Z
Jubilant Foodworks Netherlands B.V.
16 January 2024
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 WHICH WILL CONTAIN THE FULL TERMS OF SUCH OFFER,
INCLUDING DETAILS OF HOW SUCH OFFER MAY BE ACCEPTED.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
16 January 2024
Recommended Increased and Final Cash Offer for DP Eurasia
N.V.
On 28 November 2023, the board of Jubilant Foodworks Netherlands
B.V. ("Jubilant Foodworks") (a wholly owned subsidiary of Jubilant
FoodWorks Limited) announced its intention to launch an offer for
the entire issued and outstanding share capital of DP Eurasia N.V.
("DP Eurasia") not already owned by Jubilant Foodworks at 85 pence
per DP Eurasia Share (the "Original Offer") (the "Original Offer
Announcement").
On 19 December 2023, the board of Jubilant Foodworks announced
an increase to the Original Offer to 95 pence per DP Eurasia Share
and the publication of the offer document containing the full terms
and conditions of the Original Offer and the procedures for its
acceptance (the "Original Offer Document").
Recommended increased and final cash offer
The Independent DP Eurasia Directors (as defined below) and the
board of Jubilant Foodworks are pleased to announce that they have
reached an agreement on the terms of a recommended increased and
final cash offer to be made by Jubilant Foodworks for the entire
issued and outstanding share capital of DP Eurasia not already
owned by Jubilant Foodworks at a price of 110 pence per DP Eurasia
Share (the "Increased Offer Price") (the "Increased Offer"). The
Increased Offer values the total issued and outstanding share
capital of DP Eurasia at approximately GBP161.2m and the issued and
outstanding share capital not currently owned by Jubilant Foodworks
at approximately GBP73.1m. The Increased Offer will amend the
Original Offer, and the Increased Offer Price will be received in
respect of any DP Eurasia Shares in relation to which the Original
Offer has been previously accepted as well as all DP Eurasia Shares
in respect of which the Increased Offer is accepted.
The Increased Offer represents a substantial premium of:
-- 29.4 per cent. to the Original Offer Price of 85.0 pence per
DP Eurasia Share as announced on 28 November 2023 in the Original
Offer Announcement;
-- 60.6 per cent. to the closing share price of 68.5 pence per
DP Eurasia Share on 27 November 2023 (being the latest practicable
date prior to the publication of the Original Offer
Announcement);
-- 60.6 per cent. to the volume weighted average price of 68.5
pence per DP Eurasia Share over the 90 day period to 27 November
2023 (being the latest practicable date prior to the publication of
the Original Offer Announcement); and
-- 110.9 per cent. to the volume weighted average price of 52.2
pence per DP Eurasia Share over the 12 month period to 27 November
2023 (being the latest practicable date prior to the publication of
the Original Offer Announcement).
A revised offer document, containing the full terms and
conditions of the Increased Offer and the procedures for its
acceptance (the "Increased Offer Document"), will be published in
due course.
As part of the Increased Offer, the Closing Date will be
extended to give DP Eurasia Shareholders time to consider and
accept the Increased Offer. Jubilant Foodworks confirms that such
extended Closing Date will in any event not be earlier than the
later of (i) the date falling 10 days after the date on which its
Increased Offer Document is published and (ii) 28 January 2024.
Further details of the extended Closing Date will be announced in
due course along with the publication of the Increased Offer
Document.
The Increased Offer is unconditional and not subject to the
satisfaction of any condition (including, no minimum acceptance
condition). The Increased Offer is being made for the purposes and
in accordance with the requirements of the Mandatory Bid
Provisions.
Unless otherwise stated, words defined in the Original Offer
Document have the same meanings in this announcement.
Irrevocable undertakings
Jubilant Foodworks has received irrevocable undertakings to
accept the Increased Offer from:
Name Number of DP Eurasia Per cent. of DP Eurasia
Shares Shares in issue
Jeff R. Fieler 19,178,628 13.08%
--------------------- ------------------------
Barca Global Master
Fund L.P. 12,087,470 8.25%
--------------------- ------------------------
OAM European Value
Fund 5,731,774 3.91%
--------------------- ------------------------
Alnahdi Growth Fund 4,200,000 2.87%
--------------------- ------------------------
Abaco Capital SGIIC
S.A. 2,282,770 1.56%
--------------------- ------------------------
A private individual
shareholder 999,009 0.68%
--------------------- ------------------------
Total 44,479,651 30.34%
--------------------- ------------------------
Each of the irrevocable undertakings will lapse and cease to
have effect if: (i) the Increased Offer has not been announced (by
way of an RNS announcement) by 8.30 a.m. on 18 January 2024, or
(ii) the Increased Offer Document has not been published by 1 p.m.
on 29 February 2024 (or in one case by 31 January 2024) (or such
later date as is agreed in writing between the parties, in each
case).As at the date of this announcement, Jubilant Foodworks has
received irrevocable undertakings in respect of a total of
44,479,651 DP Eurasia Shares (representing approximately 30.3 per
cent. of DP Eurasia's issued and outstanding share capital on 15
January 2024, being the latest practicable date prior to the
publication of this announcement (the "Latest Practicable
Date").
As at close of business on 12 January 2024, Jubilant Foodworks
had received valid acceptances of the Original Offer in respect of
a total of 5,000 DP Eurasia Shares (representing approximately
0.003 per cent. of DP Eurasia's issued and outstanding share
capital on the Latest Practicable Date).
Therefore, taken together with the DP Eurasia Shares that it
already holds (representing approximately 54.7 per cent. of DP
Eurasia's issued and outstanding share capital on the Latest
Practicable Date), Jubilant Foodworks holds, or has received valid
acceptances or irrevocable commitments in respect of 85.0 per cent.
of DP Eurasia Shares.
Financing
The cash consideration payable to DP Eurasia Shareholders
pursuant to the Increased Offer will be funded through a
combination of an existing debt facility with HSBC and a new debt
facility with HSBC.
Delisting
In the event that Jubilant Foodworks, by virtue of its existing
shareholdings and acceptances of the Increased Offer, has acquired
or agreed to acquire share capital carrying 75 per cent. or more of
the voting rights of DP Eurasia, then the Independent Directors of
DP Eurasia agree with Jubilant Foodworks that the success of the DP
Eurasia business may be better served through private ownership and
therefore would, in this case, support Jubilant Foodwork's
intention to delist DP Eurasia as set out below.
Jubilant Foodworks intends, subject to satisfying the
requirements under Listing Rule 5.2.10 of the UK Listing Rules,
including Jubilant Foodworks having by virtue of its shareholdings
and acceptances of the Increased Offer acquired or agreed to
acquire share capital carrying 75 per cent. or more of the voting
rights of DP Eurasia (the "75 per cent. Threshold"), to procure
that DP Eurasia makes an application to the FCA for the
cancellation of the listing of the DP Eurasia Shares from the
premium listing segment of the Official List and to the London
Stock Exchange for the cancellation of the admission to trading of
the DP Eurasia Shares on the London Stock Exchange's Main
Market.
Jubilant Foodworks confirms its intention that, subject to any
applicable requirements of the London Stock Exchange, the
cancellation of the listing on the premium listing segment of the
Official List and the admission to trading on the London Stock
Exchange's Main Market will take effect 20 Business Days after the
date on which Jubilant Foodworks has obtained the 75 per cent.
Threshold.
Jubilant Foodworks confirms that once the 75 per cent. Threshold
has been met it will as soon as reasonably practicable thereafter
make a further announcement confirming the same.
If Jubilant Foodworks meets the relevant requirements under
Listing Rule 5.2.10 of the UK Listing Rules and consequently,
pursuant to Listing Rule 5.2.11 of the UK Listing Rules, DP Eurasia
becomes required to notify DP Eurasia Shareholders of that fact and
the anticipated date of the cancellation of DP Eurasia's listing,
the board of DP Eurasia has agreed to take such action and all
other reasonably necessary steps to effect the delisting.
As noted above under "Irrevocable undertakings", together with
the DP Eurasia Shares that it already holds (representing
approximately 54.7 per cent. of DP Eurasia's issued and outstanding
share capital on the Latest Practicable Date), Jubilant Foodworks
holds, or has received valid acceptances or irrevocable commitments
in respect of 85.0 per cent. of DP Eurasia Shares. On the basis
that the irrevocable undertakings detailed above are complied with
in respect of all DP Eurasia Shares held by each DP Eurasia
Shareholder who provided an irrevocable undertaking, the
requirements under Listing Rule 5.2.10 of the UK Listing Rules will
be able to be satisfied.
If the DP Eurasia Shares are delisted, Jubilant Foodworks
intends to procure that DP Eurasia is converted into a Dutch
private company with limited liability (besloten vennootschap met
beperkte aansprakelijkheid), after which it intends to acquire 100%
of the DP Eurasia Shares and/or the business and operations of DP
Eurasia.
The delisting of the DP Eurasia Shares and the conversion of DP
Eurasia into a Dutch private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) will
significantly reduce the liquidity and marketability of any DP
Eurasia Shares in respect of which the Increased Offer has not been
accepted at that time and their value may be affected as a
consequence. Any remaining DP Eurasia Shareholders will, in this
case, become minority shareholders in a majority controlled private
company with limited liability and may therefore be unable to sell
their DP Eurasia Shares.
Following the delisting of the DP Eurasia Shares and in addition
to the conversion of DP Eurasia into a Dutch private company with
limited liability (besloten vennootschap met beperkte
aansprakelijkheid), Jubilant Foodworks may seek to effect or cause
to effect a restructuring of DP Eurasia for the purpose of
achieving an optimal operational, legal, financial or fiscal
structure, subject to and in accordance with applicable laws, some
of which may have the effect of diluting the shareholding of
minority DP Eurasia Shareholders ("Other Restructuring Measures"),
including:
-- Jubilant Foodworks may seek to procure a sale and transfer of
all assets and liabilities of DP Eurasia to Jubilant Foodworks (a
"Post-Offer Asset Sale"). Pursuant to the articles of association
of DP Eurasia, a Post-Offer Asset Sale requires an approval at a
general meeting of DP Eurasia Shareholders by a simple majority of
the votes cast. Following a Post-Offer Asset Sale, Jubilant
Foodworks may procure the dissolution and liquidation of DP Eurasia
(the "Liquidation" and together with the Post-Offer Asset Sale the
"Post-Offer Asset Sale and Liquidation"). Any Liquidation
distribution would generally be subject to 15 per cent. Dutch
dividend withholding tax to the extent it exceeds DP Eurasia's
average paid-in capital recognised for Dutch dividend withholding
tax purposes. The Increased Offer Price paid for DP Eurasia Shares
accepted under the Increased Offer will not be subject to Dutch
dividend withholding tax. Any applicable withholding taxes,
including the Dutch dividend withholding tax, imposed on DP Eurasia
Shareholders in respect of the Liquidation distribution may be
significantly greater than the taxes that would be imposed upon
such DP Eurasia Shareholders had their DP Eurasia Shares been
accepted pursuant to the Increased Offer;
-- if Jubilant Foodworks, by virtue of acceptance of the
Increased Offer or otherwise, holds at least 95 per cent. of DP
Eurasia's aggregate issued and outstanding ordinary share capital
(calculated in accordance with the DCC), Jubilant Foodworks may
commence a compulsory acquisition procedure (uitkoopprocedure) in
accordance with article 2:92a or 2:201a DCC to buy out the DP
Eurasia Shares that are not yet held by Jubilant Foodworks and its
group companies within the meaning of the DCC; or
-- the further Other Restructuring Measures as set out in the
Original Offer Document and which will again be set out in the
Increased Offer Document to be published by Jubilant Foodworks in
due course.
In the event that the relevant shareholding and acceptances
described above are not obtained by Jubilant Foodworks, the
delisting of the DP Eurasia Shares will not take place as part of
the Increased Offer. In these circumstances, DP Eurasia
Shareholders who have not accepted the Increased Offer may also
find that the liquidity of their DP Eurasia Shares, albeit still in
a listed company, is now reduced having become minority
shareholders in a company majority controlled by Jubilant Foodworks
and may therefore be unable to sell their DP Eurasia Shares.
In the event that the delisting of the DP Eurasia Shares does
not take place as part of the Increased Offer, Jubilant Foodworks
reserves the right, subject to applicable law and regulation, to
propose a DP Eurasia Shareholder resolution post-Increased Offer,
to approve the cancellation of the listing of the DP Eurasia Shares
from the premium listing segment of the Official List and the
cancellation of the admission to trading of the DP Eurasia Shares
on the London Stock Exchange's Main Market.
Background to and reasons for the recommendation of the
Independent DP Eurasia Directors
Following the Original Offer Announcement by Jubilant Foodworks,
Aslan Saranga, Shyam S. Bhartia and Hari S. Bhartia (each being
directors of DP Eurasia) were recused in relation to matters
connected therewith by reason of conflict of interest. The
remainder of the board of directors of DP Eurasia, being Ahmet
Ashabo lu, Frederieke Slot, Burak Erta , David Adams and Bijou
Kurien, are each referred to in this announcement as an
"Independent DP Eurasia Director" and references in this
announcement to the "Independent DP Eurasia Directors" are to be
construed accordingly.
Following the announcement by Jubilant Foodworks on 28 November
2023 of the Original Offer at a price of 85 pence per DP Eurasia
Share, the Independent DP Eurasia Directors have sought to
negotiate with Jubilant Foodworks to achieve a higher offer price
that the Independent DP Eurasia Directors believe more fully
reflects DP Eurasia's fair value. Concurrently, the Independent DP
Eurasia Directors, through discussions held by DP Eurasia's
Financial Advisor, Liberum, have also engaged with DP Eurasia's
largest individual minority shareholders who in aggregate represent
31.59 per cent. of DP Eurasia's share capital.
These discussions have today reached a conclusion with the
Independent DP Eurasia Directors and the board of Jubilant
Foodworks having reached an agreement on the terms of the Increased
Offer to be made by Jubilant Foodworks and to be recommended by the
Independent DP Eurasia Directors at the Increased Offer Price of
110 pence per DP Eurasia Share.
In assessing the Increased Offer including whether it is fair
and reasonable, whilst the Increased Offer Price is less than the
Independent DP Eurasia Directors' assessment of the standalone fair
value of DP Eurasia, the Independent DP Eurasia Directors have
considered the following additional factors as set out below in
order to reach its unanimous decision to recommend to DP Eurasia
Shareholders that they accept the Increased Offer:
-- the Increased Offer represents a premium of:
-- 29.4 per cent. to the Original Offer Price of 85.0 pence per
DP Eurasia Share as announced on 28 November 2023 in the Original
Offer Announcement;
-- 60.6 per cent. to the closing share price of 68.5 pence per
DP Eurasia Share on 27 November 2023 (being the latest practicable
date prior to the publication of the Original Offer Announcement);
and
-- 110.9 per cent. to the volume weighted average price of 52.2
pence per DP Eurasia Share over the 12 month period to 27 November
2023 (being the latest practicable date prior to the publication of
the Original Offer Announcement);
-- the Increased Offer will amend the Original Offer, and the
Increased Offer Price will be received in respect of any DP Eurasia
Shares in relation to which the Original Offer has been previously
accepted as well as all DP Eurasia Shares in respect of which the
Increased Offer is accepted;
-- as stated above, as at 15 January 2024, Jubilant Foodworks
had received irrevocable undertakings in respect of a total of
44,479,651 DP Eurasia Shares (representing approximately 30.3 per
cent. of DP Eurasia's issued and outstanding share capital) and
valid acceptances of the Original Offer in respect of a total of
5,000 DP Eurasia Shares (representing approximately 0.003 per cent.
of DP Eurasia's issued and outstanding ordinary share capital on
the Latest Practicable Date);
-- taken together with the DP Eurasia Shares that Jubilant
Foodworks already holds (representing approximately 54.7 per cent.
of DP Eurasia's issued and outstanding share capital on the Latest
Practicable Date), Jubilant Foodworks holds, or has received valid
acceptances or irrevocable commitments in respect of 85.0 per cent.
of DP Eurasia Shares;
-- Jubilant Foodworks' ability to delist DP Eurasia, which is
its stated intention, once it has, by virtue of its shareholding in
DP Eurasia and acceptances of the Increased Offer, acquired or
agreed to acquire share capital carrying 75 per cent. or more of
the voting rights of DP Eurasia which, on the basis that the
irrevocable undertakings referred to above are complied with, will
be the case;
-- assuming Jubilant Foodworks achieves its stated intention of
delisting DP Eurasia (whether by way of the Increased Offer or by
means of a resolution of the DP Eurasia Shareholders), DP Eurasia
will become a private subsidiary of Jubilant Foodworks. As a
result, DP Eurasia's Relationship Agreement with Jubilant Foodworks
will lapse and there will be extremely limited (if any) remaining
meaningful protections and liquidity available for any DP Eurasia
Shareholders who continue to hold their DP Eurasia Shares following
a delisting. Additionally in those circumstances, Jubilant
Foodworks has, as set out above, stated that it may seek to effect
any of the Other Restructuring Measures; and
-- once the Increased Offer ceases to be open for acceptance,
Jubilant Foodworks will be under no obligation to offer to acquire
any further DP Eurasia Shares and nor, if it does offer to do so,
will there be any obligation on Jubilant Foodworks to offer a price
for such shares which is at or above the price of the Increased
Offer.
The Independent DP Eurasia Directors therefore urge DP Eurasia
Shareholders to review in detail the information and risks relevant
to DP Eurasia Shareholders who do not accept which are set out
above in this announcement and also those set out in the Increased
Offer Document to be published by Jubilant Foodworks. In the event
any DP Eurasia Shareholder is in any doubt about any matter
relating to the Increased Offer, it should seek appropriate
professional advice.
Recommendation of the Independent DP Eurasia Directors
The Independent DP Eurasia Directors, who have been so advised
by Liberum as to the financial terms of the Increased Offer,
consider that the terms of the Increased Offer are fair and
reasonable. In providing such advice, Liberum has taken into
account the commercial assessments of the Independent DP Eurasia
Directors.
Accordingly, the Independent DP Eurasia Directors unanimously
recommend that DP Eurasia Shareholders accept the Increased Offer
in good time prior to the Closing Date (such Closing Date to be
announced in due course and set out in the Increased Offer
Document).
Enquiries:
Jubilant Foodworks
Siddharth Anand siddharth.anand@jublfood.com
Peel Hunt (Financial Adviser to Jubilant
Foodworks) +44 (0) 20 7418 8900
Oliver Jackson
Rebecca Bankhead
Monal Kathrecha
DP Eurasia N.V.
İlknur Kocaer, CFA - Investor Relations
Director +90 212 280 9636
Liberum (Financial Adviser, Corporate
Broker to DP Eurasia ) +44 (0) 20 3100 2000
Corporate Broking: Andrew Godber
Edward Thomas
Will King
M&A: Tim Medak
Mark Harrison
Matt Hogg
Buchanan (Financial Communications) +44 (0) 20 7466 5000
Richard Oldworth dp@buchanan.uk.com
Toto Berger
Verity Parker
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 Increased 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 Increased Offer is made solely by means of the Increased
Offer Document and, in respect of DP Eurasia Shares held in
registered form, any deed of transfer, which will contain the full
terms of the Increased Offer including details of how to accept the
Increased Offer. Details on how to accept the Increased Offer in
respect of DP Eurasia Shares held as Depositary Interests held in
CREST will be set out in full in the Increased Offer Document. Any
approval, acceptance, decision or other response to the Increased
Offer should be made only on the basis of the information in the
Increased Offer Document. DP Eurasia Shareholders are strongly
advised to read the formal documentation in relation to the
Increased 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.
Liberum Capital Limited ("Liberum"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial
adviser exclusively for DP Eurasia 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 DP Eurasia 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 DP Eurasia.
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 Increased 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 Increased 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 Increased 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 Increased
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 Increased Offer.
Notice to US shareholders
The Increased 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 Increased
Offer Document, which contains important information about the
Increased Offer and the DP Eurasia Shares. The Increased 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 Increased Offer, passed upon the
fairness of the Increased 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 Increased Offer and whilst the Increased 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 Increased 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 Increased 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
Increased 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, DP Eurasia, or
persons acting on the behalf of either of them, 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 (i) Jubilant FoodWorks
Limited's website and will be available at
https://www.jubilantfoodworks.com/ and (ii) DP Eurasia's website
and will be available at https://dpeurasia.com/ as soon as
practicable following the publication of this announcement. The
content of those websites 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.
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
OUPBFMPTMTTBMMI
(END) Dow Jones Newswires
January 16, 2024 03:24 ET (08:24 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