23rd Nov 2006 07:01
Domino's Pizza UK & IRL PLC23 November 2006 Domino's Pizza UK & IRL PLC23 November 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,CANADA, AUSTRALIA AND JAPAN Domino's Pizza UK & IRL plc - Tender Offer Introduction Domino's Pizza UK & IRL plc ("Domino's" or the "Company") announces that itintends to return up to approximately £10 million of cash to its shareholders bymeans of a tender offer (the "Tender Offer"). Pursuant to the Tender Offer, Numis Securities Limited ("Numis") and AltiumCapital Limited ("Altium"), each acting as principal, will offer to purchase,between them, up to 1,800,000 ordinary shares of 5p each in the capital of theCompany ("Ordinary Shares") at 555 pence per share (the "Tender Price"),following which the Company will have the option to repurchase for cancellation,on market and at the Tender Price, from Numis and Altium respectively, all thoseOrdinary Shares purchased under the terms of the Tender Offer. The maximum number of Ordinary Shares to be purchased pursuant to the TenderOffer represents approximately three per cent. of the existing issued sharecapital of the Company. Background to and reasons for the Tender Offer The Directors believe that the Tender Offer will satisfy their objective ofreturning capital to shareholders in a manner that is earnings enhancing andenables all shareholders to participate pro rata, should they choose to. During 2004, the Company commenced its programme of buying back its own OrdinaryShares. Since 9 June 2004, a total of 3,814,936 Ordinary Shares, representingapproximately seven per cent. of the existing issued share capital of theCompany, have been brought back and cancelled. As a result of the continued generation of cash that the Directors considersurplus to the Company's current requirements, the Company now proposes toreturn up to approximately £10 million to Shareholders by means of the TenderOffer. The Tender Offer The Tender Offer is to be effected by Numis and Altium purchasing between them,as principals, up to 1,800,000 Ordinary Shares at the Tender Price fromQualifying Shareholders and then selling such Ordinary Shares on-market to theCompany for cancellation, also at the Tender Price. The Ordinary Sharerepurchase will be effected pursuant to the authority obtained by the Company torepurchase its Ordinary Shares at the Annual General Meeting of the Company heldon 27 April 2006. A circular, containing the formal terms and conditions of the Tender Offer, anda Form of Tender, containing instructions to shareholders on how to tender theirOrdinary Shares should they choose to do so, are expected to be posted toshareholders later today. Qualifying Shareholders The Tender Offer is being made available to shareholders ("QualifyingShareholders") on the register of members at 5.00pm on 4 December 2006 (the"Record Date"). Qualifying Shareholders may participate in the Tender Offer bytendering all or a proportion of the Ordinary Shares held by them at the RecordDate. In the event that tenders are received (in aggregate) for in excess of1,800,000 Ordinary Shares, tenders will be scaled back pro rata to the totalnumber of Ordinary Shares tendered. Director's intentions The Directors who are beneficially interested in Ordinary Shares have indicatedthat they will not tender Ordinary Shares pursuant to the Tender Offer, otherthan as detailed below: Stephen Hemsley, Chief Executive Officer, has indicated that he may wish totender up to 300,000 Ordinary Shares; and International Franchise Systems Inc. (which holds shares beneficially for HSReal Company LLC) and HS Real Company LLC (a company owned by a discretionarytrust, the beneficiaries of which are the adult children of Colin Halpern,Executive Chairman, and his wife Gail), have indicated that they may wish, inaggregate, to tender up to 300,000 Ordinary Shares. If the tenders of the individual and organisations referred to in the previoustwo paragraphs are accepted in full, following the tender Stephen Hemsley willremain interested in 2,350,000 Ordinary Shares and Colin Halpern will remaininterested in 6,224,464 Ordinary Shares. Expected timetable Tender Offer commences 24 November 2006Latest time and date for receipt of Forms of Tender 3.00pm on 4 December 2006Tender Offer closes 3.00pm on 4 December 2006Record Date 5.00pm on 4 December 2006Result of Tender Offer announced by 7.30am on 5 December 2006Purchase of Ordinary Shares under the Tender Offer 5 December 2006CREST accounts credited with Tender Offer proceeds 8 December 2006Despatch of cheques for certificated Ordinary Shares purchased pursuant to the Tender Offer by 8 December 2006Despatch of balance certificates in respect of anyunsold Ordinary Shares by 8 December 2006 Current trading On 25 July 2006, the Company announced its results for the 26 weeks to 2 July2006. In that announcement, the Company stated that: "The strong cash generationof your Group, and the anticipated completion of a capital re-organisation,should allow for further share buy-backs in the second half. We are confidentthat earnings will meet market expectations for the year". Since that date,trading has continued strongly and the Directors are confident of fully meetingthe market's current expectations for the full year. Enquiries: Domino's Pizza UK & IRL plcStephen Hemsley, Chief Executive +44 (0) 1908 580 604Lee Ginsberg, Finance Director +44 (0)1908-580611 / +44(0)7887 734064 Numis Securities LtdDavid Poutney / Nick Westlake +44 (0) 20 7776 1500 Altium Capital LtdGarry Levin / Tim Richardson +44 (0) 20 7484 4040 Hogarth Partnership LtdChris Matthews / Fiona Noblet +44 (0) 20 7357 9477 Numis, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is acting for Domino's Pizza UK & IRL plc and no-one else inrelation to the matters described in this announcement and will not beresponsible to anyone other than Domino's Pizza UK & IRL plc for providing theprotections afforded to clients of Numis nor for providing advice in relation tothe matters described in this announcement. Altium, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is acting for Domino's Pizza UK & IRL plc and no-one else inrelation to the matters described in this announcement and will not beresponsible to anyone other than Domino's Pizza UK & IRL plc for providing theprotections afforded to clients of Altium nor for providing advice in relationto the matters described in this announcement. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Dominos