CatalystWireBeta

Launch of Retail Offer

In brief · summary, not quotable

DP Poland launches retail offer to raise up to £1.0 million through share issuance at 9.92 pence per share.

  • Retail Offer size up to £1.0 million
  • Placing Price per share 9.92 pence
  • Retail Offer Shares up to 10,080,645
  • Discount to closing mid-price (26 March 2024) approximately 23.1%
  • Placing proceeds (conditional) £8.5 million
  • Subscription proceeds (conditional) £11.0 million
Full announcement

Select text to share a quote on X · sign in to keep highlights & notes in your DPP notes

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF DP POLAND PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS.

DP Poland plc

("DP Poland", the "Group", or the "Company")

Retail Offer for up to £1.0 million

DP Poland, the operator of pizza stores and restaurants across Poland and Croatia, is pleased to announce a retail offer to existing retail shareholders of the Company via the BookBuild Platform (the "Retail Offer") to raise up to £1.0 million (before expenses) through the issue of new ordinary shares of 0.5 pence each in the capital of the Company ("Ordinary Shares"). Under the Retail Offer, up to 10,080,645 new Ordinary Shares (the "Retail Offer Shares") will be made available at a price of 9.92 pence per Retail Offer Share (the "Placing Price").

In addition to the Retail Offer, the Company announced on 27 March 2024 the conditional placing of 85,685,483 new Ordinary Shares (the "Placing Shares") at the Placing Price to raise gross proceeds of £8.5 million through an accelerated bookbuild process (the "Placing") and a conditional subscription of 110,887,096 new Ordinary Shares (the "Subscription Shares") at the Placing Price to raise gross proceeds of £11.0 million (the "Subscription", together with the Placing and the Retail Offer, the "Fundraising").

A separate announcement has been made regarding the Placing and the Subscription and their respective terms, which includes the reasons for the Fundraising and the proposed use of proceeds. The Retail Offer is not part of the Placing and Subscription, and completion of the Placing and Subscription is not conditional on completion of the Retail Offer.

The Placing Price represents a discount of approximately 23.1 per cent. to the closing mid-price per Ordinary Share on 26 March 2024, being the last practicable date prior to the announcement of the Fundraising.

The Retail Offer is wholly conditional upon, amongst other things: (a) certain resolutions which are required to implement the Retail Offer, being duly passed by the shareholders of the Company at the general meeting proposed to be held at the offices of PwC, 1 Embankment Place, London, WC2N 6RH at 12.00 p.m. on 18 April 2024 (the "General Meeting"); (b) the Retail Offer Shares being allotted and issued; and (c) admission of the Retail Offer Shares to trading on the AIM market of London Stock Exchange plc ("AIM") ("Admission"). Subject to the passing of the resolutions at the General Meeting, application will be made to the London Stock Exchange for Admission of the Retail Offer Shares. Admission is expected to take place and dealings are expected to commence at 8.00 a.m. on 19 April 2024 ("Admission").

A circular containing further details of the Fundraising and a notice convening the General Meeting is expected to be despatched to shareholders on or around 2 April 2024 and the circular, once published, will be available on the Company's website at www.dppoland.com.

Expected Timetable in connection with the Retail Offer

Retail Offer opens28 March 2 024
Latest time and date for commitments under the Retail Offer12.00 p.m. on 12 April 2024
Results of the Retail Offer announced15 April 2024
Admission and dealings in the Retail Offer Shares commence8.00 a.m. 19 April 2024
Dealing Codes
TickerDPP
ISIN for the Ordinary SharesGB00B3Q74M51
SEDOL for the Ordinary SharesB3Q74M5

Details of the Retail Offer

The Company values its retail shareholder base and believes that it is appropriate to provide its eligible existing retail shareholders resident in the United Kingdom the opportunity to participate in the Retail Offer at the Placing Price.

The Company is making the Retail Offer available in the United Kingdom through certain financial intermediaries, normally a broker, investment platform or wealth manager ("Intermediary"), which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/J799N7/authorised-intermediaries.

Singer Capital Markets Securities Limited will be acting as retail offer coordinator in relation to the Retail Offer (the "Retail Offer Coordinator").

Existing retail shareholders of the Company can contact an Intermediary to participate in the Retail Offer. In order to participate in the Retail Offer, each Intermediary must be on‐boarded onto the BookBuild Platform and agree to the final terms and the Retail Offer terms and conditions which regulate, inter alia, the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any Intermediary that elects to receive a commission and/or fee (to the extent permitted by the Handbook Rules of the Financial Conduct Authority ("FCA")) from the Retail Offer Coordinator (on behalf of the Company).

The Retail Offer will open to eligible investors in the United Kingdom following release of this announcement and is expected to close at 12.00 p.m. on 12 April 2024. Investors should note that Intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

If any Intermediary has any questions about how to participate in the Retail Offer on behalf of existing retail shareholders, please contact BookBuild at support@bookbuild.live.

The Retail Offer is and will, at all times, only be made to, directed at and may only be acted upon by those persons who are, shareholders in the Company. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Offer Shares: (i) be a customer of one of the participating Intermediaries listed on the above website; (ii) be resident in the United Kingdom; and (iii) be a shareholder in the Company (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their shares in the Company directly or indirectly through a participating Intermediary). For the avoidance of doubt, persons who only hold warrants, CFDs, spread bets and/or similar derivative instruments in relation to shares in the Company are not eligible to participate in the Retail Offer.

It is important to note that once an application for Retail Offer Shares has been made and accepted via an Intermediary, it cannot be withdrawn.

The Retail Offer Shares, when issued and fully paid, will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after their date of issue.

The Retail Offer is not being made into any jurisdiction other than the United Kingdom.

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the FCA (or any other authority) in relation to the Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the FCA's Disclosure Guidance and Transparency Rules and the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") as it forms part of the UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

There is a minimum subscription of £200 per eligible investor under the terms of the Retail Offer. There is no maximum application amount per eligible investor under the terms of the Retail Offer, though note the total size of the Retail Offer (as referenced above) and the discretion the Company has to scale back applications. The terms and conditions on which eligible investors subscribe will be provided by the relevant Intermediaries including relevant commission or fee charges.

It should be noted that a subscription for Retail Offer Shares and investment in the Company carries a number of risks, including the risk that investors may lost their entire investment. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares if they are in any doubt.

Neither past performance nor any forecasts should be considered a reliable indicator of future results. AIM has been in existence since June 1995 but its future success and liquidity in the market for the Company's shares cannot be guaranteed.

Information to Distributors

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacture" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Retail Offer Shares have been subject to a product approval process, which has determined that the Retail Offer Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Retail Offer Shares may decline and investors could lose all or part of their investment; the Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the Retail Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

Share this quote

Quote card
Post on X WhatsApp Download image

The link opens this announcement with the quote highlighted. Quotes are checked against the original text.

Add a note