JFL To Acquire Remaining 45.33 Pc Shares Of DP Eurasia Through 85.1 Mn Euro Open Offer

Jubilant Foodworks Ltd (JFL) announces plans to acquire the remaining 45.33% stake in DP Eurasia, master franchisee of Domino's Pizza in Turkey, Azerbaijan, and Georgia, for €85.1M. The open offer at 110 pence/share is backed by HSBC loans and aims for delisting from the London Stock Exchange.

Jubilant Foodworks Ltd on Tuesday said it plans to acquire the remaining 45.33 per cent shares of DP Eurasia, the exclusive master franchisee of the Domino's Pizza brand in Turkey, Azerbaijan, and Georgia, through an open offer priced at 110 pence per share.

The open offer would have a consideration up to 85.1 million Euro (around Rs 769.54 crore), Jubilant Foodworks Ltd (JFL) said in a regulatory filing.

Currently, Jubilant Foodworks Netherlands BV (JFN), the wholly-owned arm of Jubilant Foodworks Ltd, holds 54.67 per cent of DP Eurasia.

It has reached an agreement with independent directors of DP Eurasia on the terms and final cash offer for the entire issued and outstanding share capital of DP Eurasia not already owned by its subsidiary at a price of 110 pence per share.

"JFN proposes to acquire the ordinary shares of DP Eurasia at a price of 110 pence (equivalent to EUR 1.28) per ordinary share which represents a premium of approximately 15.2 per cent to the closing share price of 95.5 pence per DP Eurasia Share as on January 15, 2024," it said.

The aggregate purchase consideration for the remaining 45.33 per cent stake shall be up to 85.1 million Euro (around Rs 769.54 crore), JFL added.

"The open offer will now also be the recommended offer by Independent Directors of DP Eurasia and final offer from JFN for the shareholders," regulatory updates from Jubilant Foodworks Ltd (JFL) said.

JFN has received irrevocable undertakings to accept the increased offer by shareholders of DP Eurasia representing approximately 30.3 per cent of shareholding, it added.

After closing of the offer on January 31, 2024, JFN after having "expectedly acquired" more than or equal to 85 per cent shareholding in DP Eurasia, said it would be able be "fulfil one of the key objectives of open offer to effect the delisting of DP Eurasia from London Stock Exchange."

"The Independent Directors of DP Eurasia agree with JFN that the success of the DP Eurasia business may be better served through private ownership and therefore support JFN’s intention to delist DP Eurasia," said JFL.

For funding the acquisition, JFN would be using a combination of the existing term-loan facility availed from HSBC, which is backed by a corporate guarantee issued by JFL and avail a new long-term facility from HSBC, again backed by a corporate guarantee to be issued by JFL in favour of HSBC, the filing said.

"The company has been and will be able to leverage its experience as India's largest foodservice company to assist DP Eurasia with its growth plans so that it can achieve its potential," said JFL.

Earlier on November 28, JFL announced to acquire an additional 51.16 per cent stake in DP Eurasia NV for a consideration of up to EUR 73.36 million (nearly Rs 670 crore).

At that time, it held 48.84 per cent ordinary shares of DP Eurasia, which together with its subsidiaries, offers pizza delivery and takeaway/eat-in facilities at its 694 stores (678 in Turkey, 10 in Azerbaijan and 6 in Georgia as on October 31, 2023).

JFL, part of Jubilant Bhartia Group, is India's largest QSR (quick service operator).

It has the exclusive master franchise rights from Domino’s Pizza for India, Sri Lanka, Bangladesh and Nepal. Besides, it also has rights for Dunkin’ restaurants in India and Popeyes restaurants in India, Bangladesh, Nepal and Bhutan.

JFL also has its owned-restaurant brand Hong’s Kitchen.

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