Schedule One - DP Poland PLC | RNS | Ticker

Schedule One - DP Poland PLC

RNS Announcement

RNS Number : 4199J

AIM

22 December 2020

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

DP Poland plc ("DP Poland" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered Office:

Elder House St Georges Business Park 207 Brooklands Road
Weybridge
Surrey
United Kingdom
KT13 0TS

Company Trading Address:

ul Słomińskiego 19

lok. 508

00-195 Warsaw

Poland

COUNTRY OF INCORPORATION:

United Kingdom

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.dppoland.com/2015/aim-26-data/

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

DP Poland proposes to acquire the entire issued of Dominium S.A ("Dominium"), a Polish pizza restaurant group (the "Acquisition"). The Acquisition constitutes a reverse takeover under Rule 14 of the AIM Rules, and is conditional on approval by Shareholders at a General Meeting.

On 19 October, DP Poland announced that approval had been received from the Polish Office of Competition and Consumer Protection, UoKIK, in respect of the Acquisition.

DP Poland

Domino's Pizza is operated in Poland by DP Polska S.A., a Polish registered company which is wholly owned by DP Poland plc. DP Polska holds the master franchise agreement to own, operate and franchise Domino's stores in Poland.

The Company currently operates 69 stores, of which 50 are corporately run and 19 under sub-franchise agreements. Stores are typically located in high population density areas and offer a broad range of pizza, freshly prepared in store that can be delivered within 25 minutes of an order being received.

Dominium

Dominium operates a total of 57 pizza restaurants across Poland with 698 employees. Restaurants offer eat-in and takeaway services, and are categorised as standard (32), shopping mall (23), or franchise (2).

More than one third of the restaurants are located in the capital, and Dominium has a presence in other major cities in Poland: 21 in Warsaw, 5 in Krakow (with 4 in shopping malls), 2 in each of Katowice, Lublin, Torun and Wroclaw, and a further 23 in other towns and cities in Poland. The majority of revenue has historically been generated from eat-in business.

The Enlarged Group

The Acquisition will almost double the number of stores within DP Poland's existing portfolio and provide a basis for further expansion and market penetration in new cities and towns.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Ordinary Shares of 0.5 pence each ("Ordinary Shares") for which Admission will be sought: 581,485,754

Issue price per Ordinary Share: 8 pence

There are no restrictions as to the transfer of Ordinary Shares

No Ordinary Shares to be held in treasury

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Total capital to be raised on Admission: £5.2 million

Primary funds raised: £3.5 million

Secondary sell down: £1.7 million

Anticipated market capitalisation on Admission: £46.5 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

47.5%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Current Directors:

To remain on the board in their current roles post Admission:

Nicholas John Donaldson	Non-Executive Chairman
Robert Nicholas Lutwyche Morrish	Non-Executive Director

To step down from the board prior to Admission:

Christopher Humphrey Robertson Moore	Non-Executive Director
Gerald William Ford	Non-Executive Director

Proposed Directors:

Piotr Józef Dzierżek	Chief Executive Officer
Przemysław Głębocki	Non-Executive Director
Jakub Miłosz Chechelski	Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Shareholder	Interest prior to Acquisition (%)	Interest Post Admission (%)
Malaccan Holdings Limited	0.0	45.0
Pageant Holdings	17.7	9.4
Fidelity Management & Research	9.8	8.4
Canaccord Genuity Wealth Management	12.2	6.2

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) DP Poland: Unaudited interim accounts for the six months ended 30 June 2020;

Dominium: Unaudited interim accounts for the six months ended 30 June 2020; and

(iii) 30 June 2021 (Audited annual accounts for the period ended 31 December 2020);

30 September 2021 (unaudited interim accounts for the six months ended 30 June 2021); and

30 June 2022 (audited annual accounts for the 12 months ended 31 December 2021)

EXPECTED ADMISSION DATE:

8 January 2020

NAME AND ADDRESS OF NOMINATED ADVISER:

N+1 Singer

1 Bartholomew Lane

London EC2N 2AX

NAME AND ADDRESS OF BROKER:

N+1 Singer

1 Bartholomew Lane

London EC2N 2AX

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

www.dppoland.com

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

21 December 2020

NEW/ UPDATE:

NEW

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END

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RNS metadata

Title: Schedule One - DP Poland PLC
Time: 08:00:02
Date: 22 Dec 2020
Category: Capital structure
ID: 4199J