Announcement of Offer Price

RNS Number : 3578J

DP Eurasia N.V

28 June 2017

 

NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, TURKEY OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

This announcement is an advertisement for the purposes of the Prospectus Rules and not a prospectus (or prospectus equivalent document) and investors should not subscribe for or purchase any shares or other securities referred to in this announcement except on the basis of information in the prospectus and any supplementary prospectus to be published by DP Eurasia N.V. in due course in connection with the admission of DP Eurasia N.V.'s shares to the Official List of the UK Financial Conduct Authority. Copies of the prospectus will, following publication, be available from DP Eurasia N.V.'s registered office and website. This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares or other securities of DP Eurasia N.V., nor shall any part of it nor the fact of its distribution form part of or be relied on in connection with any contract, commitment or investment decision whatsoever in any jurisdiction, nor does it constitute a recommendation regarding the securities of DP Eurasia N.V. 

For Immediate Release

28 June 2017

DP Eurasia N.V.

("DP Eurasia" or the "Company")

Announcement of Offer Price

Following the intention to float announcement on 5 June 2017, DP Eurasia N.V. (together with its subsidiaries, the "Group"),  the master franchisee of the Domino's Pizza brand in Turkey, Russia, Azerbaijan and Georgia, today announces the successful pricing of its initial public offering (the "Offer" or "IPO") at 200 pence per Share (the "Offer Price"). Based on the Offer Price, the market capitalisation of the Company will be approximately £291 million at the commencement of conditional dealing on the premium listing segment of the Official List of the Financial Conduct Authority, and to trading on the main market for listed securities of the London Stock Exchange plc.

Offer Highlights

·     The Offer Price has been set at 200 pence per Share.

·     Based on the Offer Price, the market capitalisation on Admission will be approximately £291 million.

·    The Offer comprises 74.1 million Shares equating to an offer size of approximately £148 million, representing 51.0% of DP Eurasia's share capital on Admission, excluding the Over-allotment Option and 58.6% if the Over-allotment Option is exercised in full.

·     Immediately following Admission, the issued share capital of DP Eurasia will be 145,372,414 Shares.

·     Fides Food Systems Coöperatief U.A. (an entity owned by Turkish Private Equity Fund II L.P.) has granted Morgan Stanley & Co. International plc (the "Stabilising Manager"), or any of its agents, for stabilisation purposes, the Over-allotment Option of up to 11.1 million Shares, representing up to a maximum of 15% of the total Shares sold in the Offer.

·     Following Admission, and assuming no exercise of the Over-allotment Option Fides Food Systems Coöperatief U.A. and Vision Lovemark Coöperatief U.A. (an entity owned by the Company's Chief Executive Officer Aslan Saranga) will hold 43.9% and 4.9% of the Company's issued share capital, respectively, of the Company's issued share capital.

Admission and Dealings

·     Conditional dealings in the Shares are expected to commence on the London Stock Exchange at 8:00am today under the ticker "DPEU" (ISIN number NL0012328801 and SEDOL number BZ12PK4).

·   Admission to the premium listing segment of the Official List of the FCA and to trading on the Main Market, and the commencement of unconditional dealings, is expected to take place at 8:00am on 3 July 2017.

·     Full details of the Offer will be included in the Prospectus, which is expected to be published later today. Printed copies will be available shortly thereafter at DP Eurasia's registered address at Herikerbergweg 238, Luna Arena, 1101 CM Amsterdam, the Netherlands, and will be available to view online via the UK National Storage Mechanism and on the Company's website at www.dpeurasia.com.

Further information

·   Fides Food Systems Coöperatief U.A. and the Company will be subject to a 180 day lock-up period and Vision Lovemark Coöperatief U.A. will be subject to a 365 day lock-up period.

·    In relation to the Offer and Admission, Morgan Stanley & Co. International plc ("Morgan Stanley") is acting as Sponsor, Global Co-ordinator and Joint Bookrunner and Citigroup Global Markets Limited ("Citi") is acting as Joint Bookrunner.

Aslan Saranga, Chief Executive Officer of DP Eurasia said:

"We are delighted with the response from the investment community in recognising the growth prospects of our business and look forward to life as a public company during the next phase of our development. The proceeds from the offer will support our drive for growth in Russia and continued investment in innovation to maximise delivery experience to our customers. Our focus is now to execute our well-established business model and accelerate our growth plans in our highly attractive, underpenetrated markets for the benefit of all our shareholders."      

Enquiries

DP Eurasia N.V.
Selim Kender, Chief Strategy Officer & Head of Investor Relations	[phone]
Morgan Stanley (Sponsor, Sole Global Co-ordinator and Joint Bookrunner)
Nick Bishop / Murat Pinhas	[phone]
Citi (Joint Bookrunner)
Kayihan Kopmaz / Dejan Borisavljevic	[phone]
Buchanan (Financial Communications)
Richard Oldworth / Henry Harrison-Topham / Victoria Hayns / Madeleine Seacombe	[phone]
[e-mail]

Notes to Editors

DP Eurasia N.V. is the exclusive master franchisee of the Domino's Pizza brand in Turkey, Russia, Azerbaijan and Georgia. The Company is the largest pizza delivery company in Turkey and the third largest in Russia. Founded in 1996 by CEO Aslan Saranga, the Group first became the master franchisee of the Domino's Pizza system in Turkey. In 2012, the Group was awarded the exclusive master franchise of the Domino's system for Russia, and in 2015, the Group opened its first franchised stores in Azerbaijan and Georgia.

The Group offers pizza delivery and takeaway/ eat-in facilities at its 571 stores (488 in Turkey, 76 in Russia, four in Azerbaijan and three in Georgia as at 31 March 2017), and operates through its owned corporate stores (37%) and franchised stores (63%). The Group maintains a strategic balance between corporate and franchised stores, establishing networks of corporate-owned stores in its most densely populated areas to provide a development platform upon which to promote best practice and maximise profitability.

The Group has adapted the Domino's Pizza globally proven business model to its local markets. DP Eurasia has a centralised supply and procurement function, owning and operating five commissaries which manufacture pizza dough and supply system stores. The Group offers consumers high quality, freshly made pizzas, which the Group tailors to local tastes, at attractive prices, delivered within 30 minutes of ordering. It also offers complementary products such as chicken, other side dishes and desserts, some of which have been developed by the Group's innovation centre in Istanbul and subsequently adopted by other master franchisees of Domino's Pizza around the world.

Disclaimers

The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.

This communication is not an offer for sale nor a solicitation of an offer to buy any securities in the United States. Any securities may not be offered or sold or otherwise transferred in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. DP Eurasia N.V. has not registered and does not intend to register any portion of any offering in the United States or to conduct a public offering of any securities in the United States.

This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) and (iii) high net worth entities and other persons to whom it may lawfully be communicated, falling within Article 49(2) (a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area other than the Netherlands. With respect to any Member State of the European Economic Area, other than the Netherlands and the United Kingdom, which has implemented the Prospectus Directive (each a Relevant Member State), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (ii) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.

No action has been taken by the Company that would permit an offer of securities or the possession or distribution of these materials or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.

The release, publication or distribution of these materials in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed should inform themselves about, and observe, such restrictions.

The securities shall not be sold in Turkey in any circumstances which would constitute a sale or a public offering within the meaning of the Capital Markets Law without the approval of the Capital Markets Board of Turkey (the CMB). No transaction that may be deemed as a sale of the securities in Turkey by way of private placement or a public offering may be engaged in without the approval of the CMB. Additionally, no prospectus and other offering material related to the offering may be utilised in connection with any general offering to the public within Turkey for the purpose of the offer or sale of the securities without the prior approval of the CMB.

Securities in the Company have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to, or for the account or benefit of, citizens or residents of Australia, Canada or Japan except under circumstances which will result in full compliance with the applicable laws and regulations promulgated by the relevant regulatory authorities in effect at the relevant time.

Certain statements in this press release are not historical facts and are "forward looking" statements. Forward looking statements include statements concerning our plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, our competitive strengths and weaknesses, plans or goals relating to forecasted production, reserves, financial position and future operations and development, our business strategy and the trends we anticipate in the industries and the political and legal environment in which we operate and other information that is not historical information. By their very nature, forward looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward looking statements will not be achieved. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward looking statements. We do not intend and we do not assume any obligation to update or revise any forward looking statements, whether as a result of new information or for any other reason.

Each of Morgan Stanley & Co. International plc, Citigroup Global Markets Limited, and their respective affiliates (together, the "Banks"), the Company and each subsidiary of the Group expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Any purchase of Shares in the proposed Offer must be made solely on the basis of the information contained in the prospectus and before purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks that will be set out in the prospectus to be issued by the Company in connection with the Offer. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is given at the date of its publication (unless otherwise highlighted) and subject to change. In particular, the proposals referred to herein are tentative and are subject to material updating, revision and amendment. This announcement has not been approved by the London Stock Exchange, the UK Financial Conduct Authority ("FCA") or any other competent regulatory authority.

The Offer timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Offer will proceed and that Admission will occur and you should not base your financial decisions on the Group's intentions in relation to the Offer and Admission at this stage.

Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the IPO. The value of Shares can decrease as well as increase. When considering what further action you should take you are recommended to immediately consult, if you are resident in the United Kingdom, a person authorised under the Financial Services and Markets Act 2000, as amended, of the United Kingdom, or another appropriately authorised professional adviser if you are in a territory outside the United Kingdom. Potential investors should consult a professional adviser as to the suitability of Shares for the person concerned. Past performance cannot be relied upon as a guide to future performance.

Each of Morgan Stanley & Co. International plc and Citigroup Global Markets Limited, who are each authorised by the Prudential Regulation Authority (the "PRA") and regulated by the FCA and the PRA in the United Kingdom, are acting exclusively for DP Eurasia and no-one else in connection with the Offer. None of the Banks will regard any other person (whether or not a recipient of this document) as a client in relation to the Offer and will not be responsible to anyone other than the Group for providing the protections afforded to their respective clients nor for giving advice in relation to the Offer or any transaction or arrangement referred to herein.

In connection with the Offer, each of the Banks and any of their respective affiliates, acting as investors for their own accounts, may purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Group or related investments in connection with the Offer or otherwise. Accordingly, references in the prospectus, once published, to the Shares being offered, acquired, sold, placed or otherwise dealt in should be read as including any offer, sale, acquisition, placing or dealing in the Shares by any of the Banks and any of their affiliates acting as investors for their own accounts. In addition, certain of the Banks or their affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of Shares. None of the Banks intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Banks, or any of their respective directors, officers, employees, advisers agents, affiliates or any other person acting on their behalf accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of, the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or the Group, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

In connection with the Offer, Morgan Stanley (the "Stabilising Manager"), or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. Morgan Stanley is not required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings in the Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on Morgan Stanley or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares above the offer price. Save as required by law or regulation, neither Morgan Stanley nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.

In connection with the Offer, the Stabilising Manager may, for stabilisation purposes, over-allot Shares up to a maximum of 15 per cent. of the total number of Shares comprised in the Offer. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Shares effected by it during the stabilisation period, the Stabilising Manager will enter into over-allotment arrangements pursuant to which the Stabilising Manager may purchase or procure purchasers for additional Shares up to a maximum of 15 per cent. of the total number of Shares comprised in the Offer (the "Over-allotment Shares") at the offer price. The over-allotment arrangements will be exercisable in whole or in part, upon notice by the Stabilising Manager, for 30 calendar days after the commencement of conditional dealings in the Shares on the London Stock Exchange. Any Over-allotment Shares sold by the Stabilising Manager will be sold on the same terms and conditions as the Shares being sold in the Offer and will form a single class for all purposes with the other Shares.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly to the total figure given.

 

END

 

 

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