Bird & Bird advises London listed DP Poland plc on reverse takeover of Dominium SA.

01-2021

International law firm Bird & Bird has advised DP Poland, the UK AIM listed company which owns the Domino’s Pizza franchise in Poland, on its acquisition of a domestic Polish pizza restaurant chain called Dominium SA. The acquisition valued Dominium at £23 million and an associated £5.2 million institutional fundraising was also conducted as part of the transaction.

The acquisition constituted a reverse takeover under the AIM rules, therefore requiring re-admission of the enlarged group to AIM. In addition, given the size of the transaction relative to the Polish pizza market and also the size of interest held by Dominium’s shareholder in the enlarged group, clearance needed to be obtained from both the Polish competition authority, UOKiK, and the UK Takeover Panel. This was a complex transaction involving a number of different Bird & Bird personnel working together across the Warsaw and London offices.

The core team working on this acquisition consisted of Corporate partner Clive Hopewell, legal director Nicholas Heap and associate Freddie Spearman in London advising on the equity capital markets side as well as the reverse takeover and re-admission to AIM. Additionally, Warsaw partner Pawel Bajno and associate Michal Blaszkiewicz advised on the corporate side with partner Tomasz Zalewski advising on the franchising and commercial aspects. Other members of the team who were also involved included Colin Kendon (partner, Tax) Conrad Purcell (partner, Corporate), Simon Gough (legal director, Tax), Karolina Stawicka (counsel, Employment), Stuart Rose (associate, Tax) and Greg Turton (associate, Corporate).

Lead partner, Clive Hopewell commented: “We were delighted to work with our Warsaw colleagues on this exciting cross border transaction, which we completed during the pandemic. This transaction demonstrates that the London equity markets remain open for pan-European transactions and the fact that a restaurant chain can still raise money in London during the peak of a national lockdown, is testament to the resilience of its market and investors.

Partner, Pawel Bajno added: “In addition to the cross-border element, the transaction required the involvement of a number of Bird & Bird’s practices including ECM, M&A, private equity as well as commercial, banking, labour, tax, anti-trust and others. The client appreciated our professionalism in all of these aspects and has already committed to continue their cooperation with us in relation to day-to-day issues as well as new potential transactions.”