19th Sep 2005 07:02
Domino's Pizza UK & IRL PLC19 September 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,CANADA, AUSTRALIA AND JAPAN Domino's Pizza UK & IRL plc - Tender Offer Domino's Pizza UK & IRL plc ("Domino's" or the "Company") announces that itintends to return up to £7 million of cash to Shareholders by means of a TenderOffer, pursuant to which Numis, as principal, will offer to purchase up to2,215,000 Ordinary Shares at 316 pence per share. The maximum number of OrdinaryShares to be purchased pursuant to the Tender Offer represents approximately 4per cent. of the existing issued share capital 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 equally, should they choose to do so. During 2004, the Company commenced its programme of buying back its own OrdinaryShares. Since 9 June 2004, a total of 1,200,000 Ordinary Shares, representingapproximately 2.1 per cent. of the issued share capital of the Company, havebeen bought back and cancelled. These repurchases have been made in tranches ofbetween 100,000 and 250,000 Ordinary Shares. As a result of further generationof cash that the Directors consider surplus to the Company's currentrequirements, the Company now proposes to return up to £7 million toShareholders by means of the Tender Offer. The Tender Offer is to be effected by Numis purchasing, as principal, up to2,215,000 Ordinary Shares at 316 pence per Ordinary Share from QualifyingShareholders and then selling such Ordinary Shares on-market to the Company forcancellation at the Tender Price. The share repurchase will be effected pursuantto the authority obtained by the Company to repurchase its own Ordinary Sharesat the Annual General Meeting of the Company held on 21 April 2005. Qualifying Shareholders The Tender Offer is being made available to Shareholders on the register ofmembers at 5.00pm on 3 October 2005 (the "Record Date"). Qualifying Shareholdersmay participate in the Tender Offer by tendering all or a proportion of theOrdinary Shares held by them at the Record Date. In the event that tenders arereceived (in aggregate) for in excess of 2,215,000 Ordinary Shares, tenders willbe scaled back pro rata to the total number of Ordinary Shares tendered. Directors interests The Directors who are beneficially entitled to Ordinary Shares have indicatedthat they will not sell Ordinary Shares pursuant to the Tender Offer, other thanas detailed below: CTG Investments Limited, a company owned by a discretionary trust in whichStephen Hemsley is a potential beneficiary, has indicated that it may wish totender a minimum of 500,000 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 and GailHalpern), have indicated that they may wish, in aggregate, to tender a minimumof 1,715,000 Ordinary Shares. If the tenders of the organisations referred to in the previous two paragraphsare accepted in full, following the tender Stephen Hemsley will hold adisclosable interest in 2,000,000 Ordinary Shares and Colin Halpern will hold adisclosable interest in 7,440,497 Ordinary Shares. Expected Timetable The Circular and Form of Tender are expected to be posted to Shareholders todayand will contain the formal terms and conditions of the Tender Offer as well asinstructions to Shareholders on how to tender their Ordinary Shares should theychoose to do so. Tender Offer commences 19 September 2005Record Date 5.00 p.m. on 3 October 2005Latest time and date for receipt of Forms of Tender 3.00 p.m. on 3 October 2005Tender Offer closes 3.00 p.m. on 3 October 2005Result of Tender Offer announced by 7.30 a.m. on 4 October 2005Purchase of Ordinary Shares under the Tender Offer 4 October 2005CREST accounts credited with Tender Offer proceeds 7 October 2005Despatch of cheques for certificated Ordinary Shares purchased pursuant to the Tender Offer by 7 October 2005Despatch of balance certificates in respect of any unsold Ordinary Shares by 7 October 2005 Current Trading On 25 July 2005, the Company announced its interim results for the 26 weeks to 3July 2005. In that statement, the Board noted that: "The outlook for theremainder of the year is positive although we are cautious that the stronglike-for-like system sales in 2004 will be challenging to match in the secondhalf of the year. Current store openings are excellent and we are confident thatwe will fully meet the market's estimate for the full year." Since that date,trading has continued in line with this comment and with the Directors'expectations. Definitions in this announcement have the same meaning as those set out in theCircular. Enquiries: Domino's Pizza UL & 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 / Lee Aston +44 (0) 20 7776 1500 Hogarth Partnership LtdAndrew Jaques / Kate Catchpole +44 (0) 20 7357 9477 Numis Securities Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting for Domino's Pizza UK &IRL plc and no-one else in relation to the matters described in thisannouncement and will not be responsible to anyone other than Domino's Pizza UK& IRL plc for providing the protections afforded to clients of Numis SecuritiesLimited nor for providing advice in relation to the matters described in thisannouncement. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Dominos