LONDON: DP Poland, the operator of pizza stores and restaurants across Poland, is pleased to announce that it has agreed terms (the “Agreement”) to enter into a Share Purchase Agreement (SPA) to acquire the entire issued share capital of All About Pizza d.o.o, trading as Domino’s Croatia.
DP Poland 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.
All About Pizza d.o.o signed a Franchise Agreement with Domino’s Pizza International Franchising Inc. in July 2019 to operate Domino’s stores in Croatia and now operates two stores in Zagreb, with a third fully prefinanced and scheduled to open in June 2022.
Przemyslaw Glebocki, Non-Executive Director of DP Poland and Managing Partner at ACP, the Company’s largest shareholder, said: “We are very excited at the prospect of Andrew and Nils joining DP Poland. The Company has been transformed and is growing at a high pace, but we have an ambition for more. These appointments bring us the best in class Domino’s operational and strategic experience. We remain acquisitive and Andrew’s experience in that sphere is very valuable for us. We are also inspired by the achievements of Andrew and Nils, not only in Australian and West European markets but also in Croatia, which is a market with similar economic profile to Poland. We are excited seeing their store performance and we look forward to having that replicated into our stores. I am also happy that Andrew and Nils will become shareholders of DP Poland, as that aligns our interests and reconfirms our belief in the successful outlook for DP Poland.”
Andrew Rennie, Non-Executive Director, said: “I am excited to join DP Poland, as well as becoming a significant shareholder. I have worked in a variety of Domino’s businesses globally and I believe that Poland has the right structural conditions for the business to flourish. Poland has a population approaching 40 million and DP Poland now has 122 stores, this provides a strong platform to deliver rapid sales growth and I look forward to contributing to its success.”
Nils Gornall, the incoming CEO, said: “I’m delighted to be joining DP Poland, Poland is one of the largest markets in the EU and the business is showing strong sales growth. I’ve had the opportunity to meet our executive team and I am excited by their enthusiasm for the potential of the business. There is an opportunity to transfer learnings from the recently successful launch of Domino’s in Croatia to further optimise operations and this work will begin immediately. I look forward to creating a profitable business at scale and emulating the success of other listed Domino’s businesses from around the world.”
Details of the Transaction
DP Poland has agreed terms to enter into a SPA with 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. (the “Sellers”) to acquire the entire issued share capital of All About Pizza d.o.o, trading as Domino’s Croatia. Due diligence on All About Pizza d.o.o is complete and the terms of the SPA are in agreed form. The Transaction is expected to complete following a reorganisation of All About Pizza d.o.o (the “Reorganisation”). 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. A further announcement will be made on completion of the Transaction.
All About Pizza d.o.o signed a Franchise Agreement with Domino’s Pizza International Franchising Inc. in July 2019 to operate Domino’s stores in Croatia and now operates two stores in Zagreb, with a third fully prefinanced and scheduled to open in June 2022.
For the year ended 31 December 2021, All About Pizza d.o.o generated revenue of €951k and EBITDA losses of -€110k, with net assets (prior to the Reorganisation) of -€781k at year end. The run rate revenue and store EBITDA1 for the year ended 31 December 2022 are €1.241m and €189k respectively for the two operating stores. The Board believes that the estimated market potential is approximately 50 stores across Croatia.