Offer for DP Eurasia Closed

Jubilant Foodworks Netherlands B.V.

31 January 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

FOR IMMEDIATE RELEASE

31 January 2024

RECOMMENDED INCREASED AND FINAL CASH OFFER FOR

DP EURASIA N.V.

by

JUBILANT FOODWORKS NETHERLANDS B.V.

a wholly owned subsidiary of Jubilant FoodWorks Limited

Offer Closed

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 was increased to 95 pence per DP Eurasia Share on 19 December 2023.

On 16 January 2024, the Independent DP Eurasia Directors and Jubilant Foodworks announced that they had 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"). The offer document setting out the terms of the Increased Offer was published on 17 January 2024 (the "Increased Offer Document").

Offer Closed

The Closing Date of the Increased Offer was 1:00 p.m. (London time) on 31 January 2024.

Jubilant Foodworks hereby confirms that the Increased Offer has now closed and is therefore no longer capable of acceptance.

We refer to the announcement made by Jubilant Foodworks on 30 January 2024. The FCA has now confirmed the cancellation of listing and trading of DP Eurasia Shares is expected to take place on or shortly after 8.00 a.m. (London time) on 28 February 2024.

Acceptance and Shareholding Update

As at 1 p.m. on the Closing Date, Jubilant Foodworks had received valid acceptances of the Increased Offer in respect of a total of 54,903,255 DP Eurasia Shares (representing approximately 37.45 per cent. of DP Eurasia's issued and outstanding share capital on the Closing Date).

Together with the DP Eurasia Shares that it already holds or has agreed to acquire through market purchases (representing approximately 56.22 per cent. of DP Eurasia's issued and outstanding share capital on the Closing Date, Jubilant Foodworks holds or has received acceptances in respect of 93.67 per cent. of DP Eurasia Shares.

Enquiries:

Jubilant Foodworks
Siddharth Anand	[e-mail]
Peel Hunt (Financial Adviser to Jubilant Foodworks)	[phone]
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 1,928 Domino's stores across 407 cities. 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 32 Popeyes restaurants in 10 cities and 25 Dunkin' restaurants across eight cities. 'Hong's Kitchen' is the first owned-restaurant brand of the Company operating in the Chinese cuisine segment which now has 22 restaurants across four cities. In Sri Lanka and Bangladesh, the Company operates through its 100% owned subsidiary which currently has 50 and 26 stores respectively. All store counts referred to in this paragraph are as at 31 December 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.

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 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.

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.

 

END