28 April 2020
Domino's Pizza Group Plc
Publication of Circular and Notice of General Meeting
Further to the announcement made on 13 February 2020 (the "Signing Announcement"), Domino's Pizza Group Plc (the "Company") will today publish a circular (the "Circular") in relation to the proposed sale of its entire shareholding in DP Norway AS ("Domino's Norway") to Pizza Holding AS and EYJA Fjarfestingafelag III EHF, the existing minority shareholders in Domino's Norway (the "Transaction"). Terms used in this announcement and not otherwise defined herein shall have the meaning given to them in the Circular.
The Transaction is conditional upon the approval of the Company's shareholders (the "Shareholders"). Accordingly, the Circular contains a notice convening a General Meeting of the Company which, subject to the points set out below and as further set out in the Circular, is to be held at the offices of the Company at 1 Thornbury, West Ashland, Milton Keynes, Buckinghamshire, MK6 4BB, United Kingdom at 10.00 a.m. on 22 May 2020 at which an ordinary resolution (the "Resolution") will be proposed for the Shareholders to approve the Transaction (the "Notice of General Meeting"). For the purposes of the Listing Rules published by the FCA, the Transaction is a related party transaction and has been reclassified as a Class 2 transaction following further due diligence.
Under the FCA's Statement of Policy and the accompanying Technical Supplement published by the FCA on 8 April 2020 (the "FCA Technical Supplement"), the Company may apply to the FCA for a dispensation from the requirement to hold the General Meeting if certain conditions are met and the Company is in the process of applying for such dispensation. In accordance with the FCA Technical Supplement, the Company intends to seek written irrevocable undertakings from Shareholders that they approve the Transaction, and would vote in favour of the Resolution at the General Meeting were it to be held (the "Written Undertakings"). If the Company receives sufficient Written Undertakings from more than 50% of Shareholders (being the requisite majority required to pass the Resolution at the General Meeting) prior to the General Meeting, and the FCA grants the relevant dispensation, the Resolution will be deemed to have been passed and the Company will release an announcement confirming that it has obtained sufficient Written Undertakings to meet the required threshold to pass the Resolution and that it is therefore not proceeding with holding the General Meeting.
In the event that the General Meeting proceeds, given the exceptional prevailing circumstances, and consistent with UK government guidelines, only a limited number of the Company's directors and essential personnel will attend the General Meeting in person in order to ensure that a quorum is present. Attendance of these persons is considered essential. Social distancing measures will be in place in order to comply with current UK government guidelines. The Circular recommends that Shareholders do not attend the General Meeting in person but should instead submit proxy votes. If any Shareholder (or appointed proxy which is not the Chairman of the General Meeting) does, nonetheless travel to attend the General Meeting in person, it is highly likely that they will be denied access to the General Meeting based on the exceptional prevailing circumstances. Shareholders are encouraged to appoint the Chairman of the General Meeting as their proxy and no one else.
The Circular and the Notice of General Meeting have been submitted to the UK Listing Authority's National Storage Mechanism (the "NSM") and will be available for inspection on the NSM's website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Circular and the Notice of General Meeting will also be available for viewing on the Company's website at http://investors.dominos.co.uk.
For further information, please contact:
Domino's Pizza Group plc:
Bethany Barnes, Head of Investor Relations
Tim Danaher, Samantha Chiene
020 7404 5959
About Domino's Pizza Group
Domino's Pizza Group plc is the UK's leading pizza brand and a major player in the Irish market. We hold the master franchise agreement to own, operate and franchise Domino's stores in the UK, the Republic of Ireland, Switzerland, Iceland and Liechtenstein. In addition, we have a controlling stake in the holders of the Domino's master franchise agreements in Norway and Sweden, as well as associate investments in Germany and Luxembourg.
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