お知らせ • Jul 30
DP Poland Plc (AIM:DPP) completed the acquisition of All About Pizza d.o.o from Pine Hills d.o.o., Pant & Thijs Enterprises B.v., Down Under Enterprises d.o.o., Pantoffel B.V., Pant B.V., MS Ventures j.d.o.o. and M-SV B.V.
DP Poland Plc (AIM:DPP) entered into a Share Purchase Agreement to acquire the entire issued share capital of All About Pizza d.o.o from Pine Hills d.o.o., Pant & Thijs Enterprises B.v., Down Under Enterprises d.o.o., Pantoffel B.V., Pant B.V., MS Ventures j.d.o.o. and M-SV B.V. for approximately £2.4 million on June 15, 2022. DP Poland Plc (AIM:DPP) will acquire the entire issued share capital of All About Pizza d.o.o for a total consideration of approximately £2.4 million to be satisfied by the issue of 29,787,234 ordinary shares in DP Poland based on an 8p per share issue price. The SPA includes a call option which grants the Sellers the option to repurchase All About Pizza d.o.o (the "Option") through the repurchase of shares in an amount equal to each of their percentage of shares held immediately prior to the Acquisition (the "Option Shares").The terms of the Option, as set out below, have been agreed and following the grant of the Option these terms will not be subject to further negotiation or agreement.The Option may only be exercised on or before 31 December 2022 and the purpose of the Option is to enable the Sellers to take advantage of any higher offer received from a counterparty to purchase the entire share capital of All About Pizza d.o.o. The consideration payable on exercise of the Option shall be satisfied in cash and shall be an aggregate amount of i) £2,553,191; plus ii) an amount equal to any capital expenditure paid by DP Poland to or on behalf of All About Pizza d.o.o between completion of the Transaction and the exercise of Option,or any capital contributions made by DP Poland, or any member of its group, toAll About Pizza d.o.obetween completion of the Acquisition and 31 December 2022. In addition, if following the exercise of the Option, any of the Sellers sell any of their Option Shares during a two year period, the relevant Seller shall pay 20% of the gross amount by which the proceeds received exceed the consideration paid for the Option Shares to DP Poland. DP Poland is pleased to announce the proposed appointment of Nils Gornall, Chief Executive Officer ofAll About Pizza d.o.o, and Andrew Rennie, ex-CEO of Domino's Pizza Enterprises in Europe, to the Board as Chief Executive Officer and Non-Executive Director respectively is depends on the certain conditions. completion of the Transaction, completion of the Company's annual general meeting ("AGM"), which is expected to take place on Friday July 15, 2022 and completion of normal regulatory due diligence being carried out by Singer Capital Markets in its capacity as the Company's Nomad. If all of the conditions are satisfied, the appointments of Nils Gornall and Andrew Rennie will be effective from 16 July 2022. The Agreement provides that the Reorganisation is to be completed prior to the Transaction and that all reasonable endeavours will be applied to enter into the SPA and procure completion as soon as reasonably practicable, and in any event by 30 June 2022 or otherwise, with the consent of the parties, by the longstop date of 29th July 2022. For the year ended 31 December 2021, All About Pizza d.o.o generated revenue of €0.951 million and EBITDA losses of €0.110 million, with net assets (prior to the Reorganisation) of negative €0.781 million at year end. Shaun Dobson,Will Goode, Amanda Gray and Oliver Platts of Singer Capital Markets Advisory LLP acted as financial advisor to DP Poland Plc.
DP Poland Plc (AIM:DPP) completed the acquisition of All About Pizza d.o.o from Pine Hills d.o.o., Pant & Thijs Enterprises B.v., Down Under Enterprises d.o.o., Pantoffel B.V., Pant B.V., MS Ventures j.d.o.o. and M-SV B.V. on June 29, 2022.