Tender Offer

Domino's Pizza UK & IRL PLC 23 November 2006 Domino's Pizza UK & IRL PLC 23 November 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA AND JAPAN Domino's Pizza UK & IRL plc - Tender Offer Introduction Domino's Pizza UK & IRL plc ('Domino's' or the 'Company') announces that it intends to return up to approximately £10 million of cash to its shareholders by means of a tender offer (the 'Tender Offer'). Pursuant to the Tender Offer, Numis Securities Limited ('Numis') and Altium Capital Limited ('Altium'), each acting as principal, will offer to purchase, between them, up to 1,800,000 ordinary shares of 5p each in the capital of the Company ('Ordinary Shares') at 555 pence per share (the 'Tender Price'), following which the Company will have the option to repurchase for cancellation, on market and at the Tender Price, from Numis and Altium respectively, all those Ordinary Shares purchased under the terms of the Tender Offer. The maximum number of Ordinary Shares to be purchased pursuant to the Tender Offer represents approximately three per cent. of the existing issued share capital of the Company. Background to and reasons for the Tender Offer The Directors believe that the Tender Offer will satisfy their objective of returning capital to shareholders in a manner that is earnings enhancing and enables all shareholders to participate pro rata, should they choose to. During 2004, the Company commenced its programme of buying back its own Ordinary Shares. Since 9 June 2004, a total of 3,814,936 Ordinary Shares, representing approximately seven per cent. of the existing issued share capital of the Company, have been brought back and cancelled. As a result of the continued generation of cash that the Directors consider surplus to the Company's current requirements, the Company now proposes to return up to approximately £10 million to Shareholders by means of the Tender Offer. The Tender Offer The Tender Offer is to be effected by Numis and Altium purchasing between them, as principals, up to 1,800,000 Ordinary Shares at the Tender Price from Qualifying Shareholders and then selling such Ordinary Shares on-market to the Company for cancellation, also at the Tender Price. The Ordinary Share repurchase will be effected pursuant to the authority obtained by the Company to repurchase its Ordinary Shares at the Annual General Meeting of the Company held on 27 April 2006. A circular, containing the formal terms and conditions of the Tender Offer, and a Form of Tender, containing instructions to shareholders on how to tender their Ordinary Shares should they choose to do so, are expected to be posted to shareholders later today. Qualifying Shareholders The Tender Offer is being made available to shareholders ('Qualifying Shareholders') on the register of members at 5.00pm on 4 December 2006 (the 'Record Date'). Qualifying Shareholders may participate in the Tender Offer by tendering all or a proportion of the Ordinary Shares held by them at the Record Date. In the event that tenders are received (in aggregate) for in excess of 1,800,000 Ordinary Shares, tenders will be scaled back pro rata to the total number of Ordinary Shares tendered. Director's intentions The Directors who are beneficially interested in Ordinary Shares have indicated that they will not tender Ordinary Shares pursuant to the Tender Offer, other than as detailed below: Stephen Hemsley, Chief Executive Officer, has indicated that he may wish to tender up to 300,000 Ordinary Shares; and International Franchise Systems Inc. (which holds shares beneficially for HS Real Company LLC) and HS Real Company LLC (a company owned by a discretionary trust, the beneficiaries of which are the adult children of Colin Halpern, Executive Chairman, and his wife Gail), have indicated that they may wish, in aggregate, to tender up to 300,000 Ordinary Shares. If the tenders of the individual and organisations referred to in the previous two paragraphs are accepted in full, following the tender Stephen Hemsley will remain interested in 2,350,000 Ordinary Shares and Colin Halpern will remain interested in 6,224,464 Ordinary Shares. Expected timetable Tender Offer commences 24 November 2006 Latest time and date for receipt of Forms of Tender 3.00pm on 4 December 2006 Tender Offer closes 3.00pm on 4 December 2006 Record Date 5.00pm on 4 December 2006 Result of Tender Offer announced by 7.30am on 5 December 2006 Purchase of Ordinary Shares under the Tender Offer 5 December 2006 CREST accounts credited with Tender Offer proceeds 8 December 2006 Despatch of cheques for certificated Ordinary Shares purchased pursuant to the Tender Offer by 8 December 2006 Despatch of balance certificates in respect of any unsold Ordinary Shares by 8 December 2006 Current trading On 25 July 2006, the Company announced its results for the 26 weeks to 2 July 2006. In that announcement, the Company stated that: 'The strong cash generation of your Group, and the anticipated completion of a capital re-organisation, should allow for further share buy-backs in the second half. We are confident that earnings will meet market expectations for the year'. Since that date, trading has continued strongly and the Directors are confident of fully meeting the market's current expectations for the full year. Enquiries: Domino's Pizza UK & IRL plc Stephen Hemsley, Chief Executive +44 (0) 1908 580 604 Lee Ginsberg, Finance Director +44 (0)1908-580611 / +44(0)7887 734064 Numis Securities Ltd David Poutney / Nick Westlake +44 (0) 20 7776 1500 Altium Capital Ltd Garry Levin / Tim Richardson +44 (0) 20 7484 4040 Hogarth Partnership Ltd Chris Matthews / Fiona Noblet +44 (0) 20 7357 9477 Numis, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Domino's Pizza UK & IRL plc and no-one else in relation to the matters described in this announcement and will not be responsible to anyone other than Domino's Pizza UK & IRL plc for providing the protections afforded to clients of Numis nor for providing advice in relation to the matters described in this announcement. Altium, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Domino's Pizza UK & IRL plc and no-one else in relation to the matters described in this announcement and will not be responsible to anyone other than Domino's Pizza UK & IRL plc for providing the protections afforded to clients of Altium nor for providing advice in relation to the matters described in this announcement. This information is provided by RNS The company news service from the London Stock Exchange
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