Domino's Pizza Group plc
Related Party Transactions, Publication of Circular and Notice of General Meeting
The Board of Domino's Pizza Group plc ("Domino's" or the "Company"), has become aware of some issues in respect of the Company's procedures for the payment of historic dividends, certain purchases of its own shares and assistance given to its Employee Benefit Trust (the "Relevant Distributions"), which have regrettably resulted in an infringement of the Companies Act 2006 (or, where applicable, the Companies Act 1985) (the "Act").The Board confirms that there is no impact on the Group's reported financial position resulting from this.
The Board has undertaken a thorough and detailed review of its reserves and is confident all issues have been identified and that the necessary procedural and administrative improvements have been implemented. The Company has today published a circular convening a general meeting for 10 January 2017 (the "Circular"), at which a special resolution will be proposed which will, if passed, put all potentially affected parties in the position which they were intended to be in had the Relevant Distributions been made in accordance with the full requirements of the Act. It will, among other things, seek shareholder approval of a proposed waiver of any claims which the Company may have against its directors and shareholders in respect of the Relevant Distributions. The proposed waiver of claims against the Company's directors, a former director and a significant shareholder (further details of which are set out in the Circular) constitute related party transactions for the purposes of the Listing Rules of the Financial Conduct Authority1.
The Circular contains further details regarding the consequences of the Relevant Distributions having been made otherwise than in accordance with the Act and the reasons why the Board of Domino's is proposing the Resolution. The Circular also contains a notice convening a General Meeting to be held at the offices of the Company at 1 Thornbury, West Ashland, Milton Keynes, Buckinghamshire MK6 4BB, United Kingdom at 10:00 a.m. on 10 January 2017. Terms used in this announcement shall have the meaning given to them in the Circular.
The Circular will be available to view on the Company's website (http://investors.dominos.co.uk) and at the offices of Domino's Pizza Group plc at 1 Thornbury, West Ashland, Milton Keynes, Buckinghamshire MK6 4BB, United Kingdom and at the offices of Norton Rose Fulbright LLP at 3 More London Riverside, London SE1 2AQ, United Kingdom. A copy of the Circular and the accompanying Form of Proxy have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm.
The Board of Domino's remains committed to its policy of returning excess funds to shareholders and intends to resume its share buy-back programme in due course and as appropriate.
Enquiries:
Domino's Pizza Group plc
David Wild, Chief Executive Officer
01908 580000
Maitland
James Devas
020 7379 5151
Notes to Editors:
Domino's Pizza Group plc is the leading player in the fast-growing pizza market holding the exclusive master franchise to own, operate and franchise Domino's Pizza stores in the UK, Republic of Ireland, Switzerland, Liechtenstein and Luxembourg. Additionally it owns a strategic stakes in the largest pizza delivery business in Germany and in the holders of the Domino's master franchises in Iceland, Norway and Sweden. The first UK store opened in Luton in 1985 and the first Irish store opened in 1991.
[1] Pursuant to the Directors' Deed of Release, the Company is waiving any claims it has against its Directors and Former Directors (including Paul Doughty) in respect of the Relevant Distributions. The entry into of the Directors' Deed of Release with the Directors and Paul Doughty (as someone who was a Director in the last 12 months prior to the Circular) constitutes a related party transaction. In addition, the Shareholders' Deed of Release is a related party transaction as Oppenheimer Funds, Inc. owns 10.524% of the share capital of the Company.
