2 July 2009 - Domino's Pizza UK & IRL plc (the Company) announces that it has, through its subsidiary Dominos Pizza Group Limited (DPGL), acquired the entire issued share capital of Dresdner Kleinwort Leasing March (2) Limited (March 2) from Dresdner Kleinwort Leasing Limited.
March 2 carries on a trade of finance leasing, and has entered into three equipment leases across multiple jurisdictions. Dresdner Kleinwort Leasing Limited has also entered into certain financing arrangements with March 2 in connection with the ongoing funding requirements for March 2's leasing business.
As a company with an established leasing trade, March 2 owns the leased equipment; is entitled to an ongoing rental income from each lease for the remaining term of that lease; and is entitled to certain tax reliefs arising from its ownership of the equipment. The rental income that will be received is fully underwritten and will match the payments of principal and interest required to be made by March 2 to Dresdner Kleinwort Leasing Limited under the abovementioned funding arrangements. The tax reliefs available have a total value of £29,000,000. Following the acquisition, as a member of the Domino's group (the Group), the benefits arising to March 2 from its leasing trade will also be available to the wider Group, which will enable the Company to further maximise cashflows and returns to shareholders.
The initial consideration paid for the acquisition of March 2 was £26,007. DPGL will also pay deferred consideration up to a maximum aggregate amount of approximately £15,000,000. The amount and timing for the payments of deferred consideration will depend on the amount and timing of the benefits to the Group which it is anticipated will arise from the date of acquisition and which are described above. The deferred consideration will be paid from January 2011 until 2016.
For the period 1 January 2009 to 1 July 2009, March 2 had profit before tax of £107,018. As at 30 June 2009, March 2 had gross assets of £6,150,844 and net assets of £26,007.
Under the terms of the UKLA listing rules the acquisition is a Class 2 transaction not requiring shareholder approval.