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Pin to quick picksDp Poland Regulatory News (DPP)

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Schedule One - DP Poland PLC

22 Dec 2020 08:00

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 RoadWeybridgeSurreyUnited KingdomKT13 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
 
 
PAAUAOVRROUUUAA
Date   Source Headline
29th Apr 202412:30 pmRNSGrant of Options
29th Apr 20247:00 amRNSTrading Update
25th Apr 20244:50 pmRNSExercise of Options & TVR
19th Apr 20241:21 pmRNSHolding(s) in Company
19th Apr 20249:57 amRNSDirector/PDMR Dealing
18th Apr 20241:40 pmRNSResult of General Meeting
16th Apr 20247:00 amRNSResult of Retail Offer
3rd Apr 20247:00 amRNSPublication of Circular
28th Mar 20244:01 pmRNSLaunch of Retail Offer
28th Mar 20244:00 pmRNSResult of Placing
28th Mar 202411:05 amRNSClose of Bookbuild
27th Mar 20244:45 pmRNSProposed Fundraise
16th Jan 20247:00 amRNSTrading Update
15th Nov 20237:00 amRNSBoard Changes
14th Nov 20237:00 amRNSTrading Update
10th Oct 20237:00 amRNSBoard Changes
26th Sep 20237:00 amRNSInterim Results & Trading Update
22nd Sep 20237:00 amRNSNotice of Interim Results
28th Jul 202312:21 pmRNSResult of AGM
28th Jul 20237:00 amRNSBoard Changes & Related Party Transaction
21st Jul 20237:00 amRNSTrading Update
4th Jul 20237:00 amRNSPosting of Annual Report & Notice of AGM
3rd Jul 20237:00 amRNSIssue of Options
30th Jun 20237:00 amRNSFinal Results
30th May 202312:02 pmRNSTrading Update
25th May 202311:55 amRNSExercise of Options & TVR
20th Apr 20237:00 amRNSTrading Update
10th Mar 202311:00 amRNSBoard Changes
20th Jan 20237:00 amRNSBoard Changes
17th Jan 20237:00 amRNSTrading Update
30th Dec 20227:00 amRNSBoard Changes
10th Nov 20224:09 pmRNSIssue of Options, Exercise of Options & TVR
9th Nov 20227:00 amRNSBoard Changes
28th Sep 20227:00 amRNSInterim Results and Trading Update
23rd Sep 202212:00 pmRNSNotice of Interim Results
12th Sep 20223:50 pmRNSHolding(s) in Company
30th Aug 20227:00 amRNSProposed Board Changes and Issue of Options
19th Aug 20226:02 pmRNSResult of Placing & Subscriptions
19th Aug 20225:05 pmRNSClose of Bookbuild
18th Aug 20224:37 pmRNSProposed Fundraise
10th Aug 202212:28 pmRNSHolding(s) in Company
1st Aug 20227:00 amRNSBoard Changes and Issue of Options
29th Jul 202212:13 pmRNSCompletion of Acquisition
15th Jul 202211:52 amRNSResult of AGM
15th Jul 20227:00 amRNSTrading Update
17th Jun 20227:00 amRNSPosting of Annual Report and Notice of AGM
16th Jun 20225:37 pmRNSHolding(s) in Company
16th Jun 202212:02 pmRNSDirector/PDMR Shareholding
15th Jun 20227:05 amRNSAcquisition, Board Changes & Issue of Options
15th Jun 20227:00 amRNSFinal Results and Trading Update

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