Domino's Pizza Group PLC Publication of Circular Notice of General Meeting (7195Q)
December 01 2016 - 7:08AM
UK Regulatory
TIDMDOM
RNS Number : 7195Q
Domino's Pizza Group PLC
01 December 2016
Domino's Pizza Group plc
Related Party Transactions, Publication of Circular and Notice
of General Meeting
The Board of Domino's Pizza Group plc ("Domino's" or the
"Company"), has become aware of some issues in respect of the
Company's procedures for the payment of historic dividends, certain
purchases of its own shares and assistance given to its Employee
Benefit Trust (the "Relevant Distributions"), which have
regrettably resulted in an infringement of the Companies Act 2006
(or, where applicable, the Companies Act 1985) (the "Act").The
Board confirms that there is no impact on the Group's reported
financial position resulting from this.
The Board has undertaken a thorough and detailed review of its
reserves and is confident all issues have been identified and that
the necessary procedural and administrative improvements have been
implemented. The Company has today published a circular convening a
general meeting for 10 January 2017 (the "Circular"), at which a
special resolution will be proposed which will, if passed, put all
potentially affected parties in the position which they were
intended to be in had the Relevant Distributions been made in
accordance with the full requirements of the Act. It will, among
other things, seek shareholder approval of a proposed waiver of any
claims which the Company may have against its directors and
shareholders in respect of the Relevant Distributions. The proposed
waiver of claims against the Company's directors, a former director
and a significant shareholder (further details of which are set out
in the Circular) constitute related party transactions for the
purposes of the Listing Rules of the Financial Conduct Authority(1)
.
The Circular contains further details regarding the consequences
of the Relevant Distributions having been made otherwise than in
accordance with the Act and the reasons why the Board of Domino's
is proposing the Resolution. The Circular also contains a notice
convening a General Meeting 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 10 January
2017. Terms used in this announcement shall have the meaning given
to them in the Circular.
The Circular will be available to view on the Company's website
(http://investors.dominos.co.uk) and at the offices of Domino's
Pizza Group plc at 1 Thornbury, West Ashland, Milton Keynes,
Buckinghamshire MK6 4BB, United Kingdom and at the offices of
Norton Rose Fulbright LLP at 3 More London Riverside, London SE1
2AQ, United Kingdom. A copy of the Circular and the accompanying
Form of Proxy have been submitted to the National Storage Mechanism
and will shortly be available for inspection at
www.morningstar.co.uk/uk/nsm.
The Board of Domino's remains committed to its policy of
returning excess funds to shareholders and intends to resume its
share buy-back programme in due course and as appropriate.
Enquiries:
Domino's Pizza Group plc
David Wild, Chief Executive Officer
01908 580000
Maitland
James Devas
020 7379 5151
Notes to Editors:
Domino's Pizza Group plc is the leading player in the
fast-growing pizza market holding the exclusive master franchise to
own, operate and franchise Domino's Pizza stores in the UK,
Republic of Ireland, Switzerland, Liechtenstein and Luxembourg.
Additionally it owns a strategic stakes in the largest pizza
delivery business in Germany and in the holders of the Domino's
master franchises in Iceland, Norway and Sweden. The first UK store
opened in Luton in 1985 and the first Irish store opened in
1991.
[1] Pursuant to the Directors' Deed of Release, the Company is
waiving any claims it has against its Directors and Former
Directors (including Paul Doughty) in respect of the Relevant
Distributions. The entry into of the Directors' Deed of Release
with the Directors and Paul Doughty (as someone who was a Director
in the last 12 months prior to the Circular) constitutes a related
party transaction. In addition, the Shareholders' Deed of Release
is a related party transaction as Oppenheimer Funds, Inc. owns
10.524% of the share capital of the Company.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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December 01, 2016 07:08 ET (12:08 GMT)
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