TIDMCOM
RNS Number : 1501N
Comptoir Group PLC
30 May 2022
30 May 2022
Comptoir Group Plc
("Comptoir", the "Group" or the "Company")
Final Results for the Year Ended 31 December 2021
Highlights:
-- Group revenue of GBP20.7m up by 66.9% (2020 restated: GBP12.4m).
-- Gross profit of GBP16.9m up by GBP7.1m (2020 restated: GBP9.8m).
-- Adjusted EBITDA* before highlighted items of GBP6.4m. up by 357.1% (2020: GBP1.4m).
-- IFRS profit after tax of GBP1.6m (2020: GBP8.1m loss).
-- All sites closed from 5 January 2021 for indoor dining,
re-opened in April 2021 for outdoor dining and dine-in from May
2021.
-- Net cash and cash equivalents at the period end of GBP9.9m (31 December 2020: GBP7.8m).
-- The basic profit per share for the year was 1.34 pence (2020:
basic loss per share 6.60 pence).
-- Currently own and operate 21 restaurants, with a further 4 franchise restaurants.
Note that these results are impacted by COVID-19 related
closures affecting all restaurants in the Group from 19th March
2020.
*Adjusted EBITDA was calculated from the profit/(loss) before
taxation adding back interest, depreciation, share-based payments
and non-recurring costs (note 4).
Richard Kleiner, Non-Executive Chairman, said: "I'm pleased to
report on the Group's annual results for the 52-week period ended
2(nd) January 2022. We are currently trading from 21 managed
restaurants and 4 Franchise sites. The last two years of the
Covid-19 pandemic have bought considerable challenges that we have
had to deal with, and adapt to, as the circumstances demanded. The
Board can only express our continued thanks to our customers,
suppliers, landlords and especially our team who have navigated
these challenges at every turn. Once again, all our team members
have worked tirelessly with incredible dedication and passion to
ensure we remain focused and ready to serve our customers. As these
results demonstrate we have emerged from this period in an
extremely strong position both financially and operationally and
can look forward to an exciting period of growth.
The Comptoir brand remains one known for its unique offering
comprising healthy food of an excellent quality, served in bold,
vibrant and safe environments, whilst retaining the genuine feel of
family and friendly hospitality, that reflects the very heart and
soul of our offering.
Since reopening fully in the summer, once eat-in trade was
permitted again, the results were highly encouraging and although
impacted by the December restrictions, as the Omicron variant took
hold, trading remained robust. We are looking forward to continued
trading conditions with no government restrictions as customers
continue to come back to the hospitality offering, we are so well
known for.
Of course, 2022 holds its own challenges with the end of
government support in respect of cessation of the reduced VAT rate
and the normalisation of business rates charges, as well as the
continued pressure on the labour and procurement markets. However,
the management team have seen many periods of uncertainty before
and there is no doubt we will once again navigate these challenges
and continue to guide the group towards our exciting growth
strategy. Therefore, we look forward to the future with much
optimism."
Enquiries:
Comptoir Group plc Tel: 0207 486 1111
Chaker Hanna
Canaccord Genuity Limited (NOMAD Tel: 020 7523 8000
and Broker)
Max Hartley
Georgina McCooke
Chief Executive's review
For the period ended 2 January 2022
COVID-19 Update
Due to government indoor dining restrictions from early January,
the start of 2021 was once again extremely difficult with all sites
closed to eat in customers. We reopened in April for outdoor dining
and eventually dine-in was permitted from May; from July onwards,
all restrictions were completely lifted. Trading levels from this
point were extremely pleasing with sites performing strongly
against 2019. The group traded exceptionally well in the second
half of the year due to the positive impact of staycations, which
benefited sites outside of the main tourist and office areas.
Although December resulted in the hospitality sector being
adversely impacted by further government restrictions due to the
Omicron variant, overall, our results exceeded the Board
expectations throughout the year.
Our forecasts have taken into consideration the additional
pressure of inflation and labour costs, which demonstrates that our
unique offering remains strong. As our results verify, we can now
conclude the Group has emerged from the difficulties of the last
couple of years in a better position than pre-pandemic, with strong
financial performance and a high performing portfolio of sites,
allowing us to look to 2022 and beyond with great confidence,
including our ability to expand.
Customers
It was a pleasure to welcome customers back for dine-in from May
2021, and we continue to ensure we offer fantastic value, as well
an environment that is inviting and bold. We periodically review
and innovate our menu, with our cuisine naturally attracting a
vegan or vegetarian lifestyle, which is increasingly popular. We
use our guest feedback system to not only improve the menu but also
our offering.
People
Notwithstanding the labour market challenges, we are within 5%
of our optimum employment levels, reflecting our family ethics and
retention practices. Across the estate, we have never found
ourselves in a position where we have been unable to open due to a
lack of team members, which is a contrast to the regrettable
situation that some restaurant brands have experienced. It is with
great pride that I can report that the majority of our team members
choose to remain dedicated to our brands whilst the group continues
its journey to reach maximum potential. Whilst we actively monitor
labour costs, we support the stalwarts of the business benefiting
from generous contractual payments, quarterly bonuses, ad hoc
bonuses and other benefits inclusive of amazing career
progression.
I would like to take this opportunity, to thank each and every
member of the team who worked tirelessly to achieve our current
success.
In anticipation of expansion, we are strengthening our
management structure and have recently appointed a Group Marketing
Director and Procurement Manager.
Property
Property related costs, and in particular rental costs, are a
significant part of our cost base, especially with limited income
during closure. I am pleased to report the majority of our
landlords engaged with us in understanding the difficulties that we
all faced, and the Group has successfully achieved consensual lease
concessions and rent reductions for the lockdown periods for most
of the estate. Through the pragmatic approach and support of our
landlords we have managed to avoid formal procedures such as a
company voluntary arrangement ("CVA"). To that end, I would like to
express our gratitude for the financial assistance that our
landlords offered in the spirit of a true partnership.
I am pleased to inform you that we opened a second site in the
Shawa brand in Westfield on 17 September 2021, which has been
extremely successful thus far outperforming all expectations. We
are looking to expand upon the Shawa brand in the coming year and
beyond, as we are in the most favourable position since the launch
of the Company and have sufficient funds in place to accelerate our
expansion.
We will continue to monitor and review the position of all our
sites within the estate.
Revenue and Operating Profit
The business traded with all restaurants fully open for dine in
from May 2021. However, this compared favourably to the previous
year where near to 6 full months of trade were lost to government
restrictions and, as a consequence, revenue increased 66.9% from
GBP12.4m to GBP20.7m
The reported IFRS profit after tax was GBP1.6m (2020: GBP8.1m
loss).
Post IFRS Pre IFRS Post IFRS Pre IFRS
16 16 16 16
2 January 2 January 31 December 31 December
2022 2022 2020 2020
GBP GBP GBP GBP
Sales 20,711,257 20,711,257 12,366,441 12,366,441
Adjusted
EBITDA:
Profit/(loss)
before
tax 1,525,169 1,259,709 (8,149,855) (5,845,539)
Add back:
Depreciation 3,659,196 1,372,645 4,020,265 1,369,884
Finance costs 822,094 21,057 910,885 6,253
Impairment of
assets 336,356 266,255 4,019,871 859,038
EBITDA 6,342,815 2,919,666 801,166 (3,610,364)
Share-based
payments
expense 32,436 32,436 14,578 14,578
Restaurant
opening costs 10,489 10,489 53,378 53,378
Payroll
provision - - 353,012 353,012
Loss on
disposal of
fixed assets 38,098 38,098 171,617 171,617
Adjusted EBITDA 6,423,838 3,000,689 1,393,751 (3,017,779)
The Group has also taken account of the amendment to IFRS16
COVID-19 related rent concessions. Where the rent concession is a
direct consequence of COVID-19 and the reduction does not involve
substantive changes to the lease then the concessions can be
credited to the profit and loss. This has resulted in a one-off
credit of GBP1.3m in the period.
The Board does not recommend the payment of any dividend at this
time as it is anticipated that all available funds will be required
to ensure working capital requirements are met over the foreseeable
future.
Cashflow and Financing
Cash generated from operations was GBP4.7m (2020: GBP2.7m)
reflecting the impact of less closure periods across the year.
Capital expenditure for the year remained at a reduced level due
to the pandemic and totalled GBP0.4m (2020: GBP0.2m).
The GBP3m loan made available through the government-backed
Coronavirus Business Interruption Loan Scheme ("CBILS"), that was
drawn down in 2020, remains unutilised and is the company's only
debt. Importantly, there are no banking covenants with regard to
such borrowings.
The Bank net cash position at the year-end was GBP9.9m (2020:
GBP7.8m).
Current trading and outlook
As restrictions have been lifted, we have seen trading increase
to such a level that we remain optimistic about the sales
performance compared to 2019, although this will be tempered
somewhat by rising costs. Although the end of the rates relief,
cessation of the reduced VAT rate and the introduction of 1.25%
additional national insurance will impact the level of
profitability our future remains very positive. As a business,
despite the difficult challenges that came hand in hand with the
pandemic, through hard work and resilience we have emerged in a
stronger position.
Having reviewed our operational controls and with the
foundations that were put in place over lockdown we are confident
about our expansion strategy. The Board believes that the potential
for organic growth in both the Shawa and Comptoir Libanais brands
remains through a considered selection process and effective
management of successful sites, as well as through our Franchise
partners.
The investment in systems made during 2021, which includes
Fourth Hospitality, Access Maintain, Flow, Loke for the Comptoir
App, as well as an overhaul of the finance systems, has allowed the
Company to leverage efficiencies and ensure we have a market
leading system platform allowing us to look ahead with
confidence.
Chaker Hanna
Chief Executive Officer
27 May 2022
Strategic Report
For the period ended 2 January 2022
The Directors present their strategic report for the period
ended 2 January 2022.
Business model
The Group's principal brand is Comptoir Libanais, which operates
Lebanese and Eastern Mediterranean focused restaurants. The
restaurants seek to offer an all-day dining experience based around
healthy and fresh food in a friendly, colourful and vibrant
environment, which presents value for money. Lebanese and Eastern
Mediterranean food is, in our opinion, a popular current food trend
due to its flavoursome, healthy, low fat and vegetarian-friendly
ingredients as well as the ability to easily share the food with
friends.
We seek to design each Comptoir Libanais restaurant with a bold
and fresh design that is welcoming to all age groups and types of
consumer. Each Comptoir Libanais restaurant has posters and menus
showing an artist's impression of Sirine Jamal al Dine, an iconic
Arabian actress, providing a Middle Eastern café-culture feel.
Shawa is a Lebanese grill-serving lean, grilled meats,
rotisserie chicken, homemade falafel, halloumi and fresh salad,
through a service counter offering, located in high footfall
locations, such as shopping centres.
The average net spend per head over 2021 at Comptoir Libanais
was GBP20.82 and the average spend at Shawa was lower at GBP16.21,
so our offering is positioned in the affordable or 'value for
money' segment of the UK casual dining market. In addition, our
offering is well-differentiated and faces limited direct
competition, in marked contrast to other areas of the market.
Strategy for growth
Our strategy is to grow our owned-site operations under both the
Comptoir Libanais and Shawa brands. While Comptoir Libanais is
likely to remain the principal focus of our operations, Shawa
provides the opportunity to offer our Lebanese food from a smaller
footprint and therefore create greater flexibility to our roll-out
plans.
We also believe that there is still considerable potential to
grow the Group's franchised operations and we see this as a
complimentary and relatively low-risk route to extend the presence
of our brands, both within the UK and in overseas territories. We
have seen the opening of another two sites with our franchise
partner HMS Host in Abu Dhabi Airport & Doha. Comptoir will
also shortly open with the same partner in Stanstead Airport.
The UK food delivery market continues to grow at pace, aided by
increasing technology enabling ease of ordering and quick access to
a wide offering of menus through apps such as UberEats. We
negotiated new multi-platform delivery agreements with Deliveroo,
Just Eat and UberEats which commenced in March 2020 and helped to
drive significant further growth across this channel through direct
delivery to our customers.
Review of the business and key performance indicators (KPIs)
Covid-19 continued to impact the performance of the Group on a
material basis, however in comparison to 2020 the performance was
stronger. As a result, Group revenue grew by 66.9% to GBP20.7m
(restated 2020 - GBP12.4m) and the Consolidated Statement of
Comprehensive Income shows a post-tax profit of GBP1.6m (2020 -
GBP8.1m loss). However, as stated above, at this stage in the
development of the business the Board believes that it is more
helpful to focus on adjusted EBITDA, which excludes non-recurring
items and costs incurred in connection with the opening of new
restaurants and on this measure, the underlying earnings of the
group were GBP6.4m (2020 - GBP1.4m).
The Board and management team use a range of performance
indicators to monitor and measure the performance of the business.
However, in common with most businesses, the critical KPI's are
focused on growth in sales and EBITDA and these are appraised
against budget, forecast and last year's achieved levels.
In terms of non-financial KPIs, the standard of service provided
to customers is monitored via the scores from a programme of
regular monthly "mystery diner" visits to our restaurants carried
out by HGem. Due to the pandemic, the disruption has meant this
measure has not been in use regularly. We also use feedback from
health and safety audits conducted by an external company (Food
Alert) to ensure that critical operating procedures are being
adhered to.
Further explanation of the performance of the business over the
year is provided in the Chairman's Statement and the Chief
Executive's Review.
Principal risks and uncertainties
The Board of Directors ("the Board") has overall responsibility
for identifying the most significant risks faced by the business
and for developing appropriate policies to ensure that those risks
are adequately managed. The following have been identified as the
most significant risks faced by the Group, however, it should be
noted that this is not an exhaustive list and the Company has
policies and procedures to address other risks facing the
business.
Consumer demand
Any weakness in consumer confidence could have an adverse effect
on footfall and customer spend in our restaurants. The Covid-19
virus had a significant impact on the hospitality sector and the
wider UK and global economy. There can be no argument on the
devastating impact all in the industry have felt, however, we are
now looking forward to a period of normality as we return to
business as usual.
Frequent or regular participation in the eating-out market is
afforded by the consumer out of household disposable income.
Macroeconomic factors such as employment levels, interest rates and
inflation can impact disposable income and consumer confidence can
dictate their willingness to spend.
As indicated above, the core brands within the Group are
positioned in the affordable segment of the casual dining market. A
strong focus on superior and attentive service together with
value-added marketing initiatives can help to drive sales when
customer footfall is more subdued. This, together with the
strategic location of each of our restaurants helps to mitigate the
risk of consumer demand to the business.
Input cost inflation
The Group's key input variables are the cost of food and drink,
associated ingredients and the continued progressive increases in
the UK National Living Wage and Minimum Wage rates as well as the
additional increase in the Employers NI of 1.25% present a
challenge we must face up to alongside our peers and competitors.
We aim to maintain an appropriate level of flexibility in our
supplier base so we can work to mitigate the impact of input cost
inflation. Our teams work hard on predictive and responsive labour
scheduling so that our costs are well controlled.
Economic conditions
The exit from the European Union and negotiations over future
trading has left a great deal of uncertainty that still may impact
consumer spending. The war in the Ukraine has direct consequences
on the cost of fuel and will also impact various food staples over
the next 12 months that also needs to be considered.
The pressure on living standards and possible deterioration in
consumer confidence due to future economic conditions could have a
detrimental impact on the Group in terms of footfall and sales.
This risk is mitigated by the positioning of the Group's brands,
which is within the affordable segment of the casual dining market.
Continued focus on customer relations and targeted and adaptable
marketing initiatives help the Group retain and drive sales where
footfall declines.
Labour cost inflation
Labour cost pressures that are outside of the control of the
Group, such as auto-enrolment pension costs, minimum wage / Living
wage increases, Employee and Employer NI increases, and the
apprenticeship levy, are endured by the Group and its competitors.
Labour costs continue to be regularly monitored and ongoing
initiatives are used to reduce the impact of such pressures.
Strategy and execution
The Group's central strategy is to open additional new outlets
under its core Comptoir Libanais and Shawa brands. Despite making
every effort, there is no guarantee that the Group will be able to
secure a sufficient number of appropriate sites to meet its growth
and financial targets and it is possible that new openings may take
time to reach the anticipated levels of mature profitability or to
match historical financial returns. The Group utilises the services
of external property consultants and continues to develop stronger
contacts and relationships with potential landlords as well as
their agents and advisers. However, there will always be
competition for the best sites and the Board will continue to
approach any potential new site with caution and be highly
selective in its evaluation of new sites to ensure that target
levels of return on investment are achieved.
Energy Consumption and Carbon Emissions
The Group is a 'quoted company' under the Streamlined Energy and
Carbon Reporting regulations and must report its greenhouse gas
emissions from Scope 1 and 2 Electricity, Gas and Transport
annually.
The Group has followed the 2019 HM Government environmental
reporting guidelines to ensure compliance with the SECR
requirements. The DEFRA issued 'Greenhouse gas reporting:
conversion factors 2021' conversion figures for CO2e were used
along with the fuel property figures to determine the kWh content
for Fleet. The chosen intensity measurement ratio is total gross
emissions in Kgs CO2e/Cover.
Greenhouse gas emissions and energy use data for the period
ended 2 January 2022
2 Jan 2022 31 Dec 2020
Energy consumption breakdown (kWh):
Grid electricity 2,191,709 2,929,506
Natural gas 1,444,967 2,148,415
Company fleet 64,063 50,996
Total energy consumption (kWh) 3,700,739 5,128,917
Emissions (metric tonnes CO2e):
Scope 1
Natural gas 264.66 395.03
Company fleet 16.12 12.89
Scope 2
Grid electricity 465.37 682.99
Scope 3
Electiricy T&D 41.18 58.74
Total gross emissions in metric
tonnes CO2e 787.33 1,149.65
Intensity ratio kg CO2e / Covers 0.72 1.72
Measures taken to improve energy efficiency
The Group continues to strive for energy and carbon reduction
arising from their activities. All sites conducted a full check on
all equipment when in lockdown to ensure usage was kept to a
minimum including fridges and freezers where possible. Air
conditioning and heating was also reduced to minimum temperatures
for maintenance levels.
The Group is reporting upon all the required fuel sources as per
SECR requirements. 95% of the utility data was provided and 5% of
the data was extrapolated using the average consumption for each
site. Consumption for company Fleet, litres were provided, and
DEFRA fuel properties used to convert to kWh and metric tonnes
CO2e.
Future developments
The Group will continue to roll out selectively its Comptoir
Libanais and Shawa brands to further new sites across the UK and to
explore further opportunities to grow the Comptoir Libanais brand
via franchising with suitable partners and expansion of the
external catering offering.
On behalf of the Board
Chaker Hanna
Chief Executive Officer
27 May 2022
Strategic Report - Section 172 Statement
This is the second year that the Directors are required to
provide a section 172 statement as part of the Strategic report.
Below we explain the background to the section 172 statement.
Background
Section 172 of the Companies Act 2006 ('Act') requires the
Directors to act in the way they consider, in good faith, would be
most likely to promote the success of the company for the benefit
of its members as a whole, having regard to various factors,
including the matters listed below in section.
172(1)(a) to (f):
a. the likely consequences of any decisions in the long-term;
b. the interests of the Company's employees;
c. the need to foster the Company's business relationships with
suppliers, customers and others;
d. the impact of the Company's operations on the community and environment;
e. the desirability of the Company maintaining a reputation for
high standards of business conduct and
f. the need to act fairly as between members of the Company.
This statement is aimed at helping shareholders better
understand how directors discharged their duty to promote the
success of companies under Section 172 of the Companies Act 2006
("S172 Matters"). Throughout the year, in performance of its
duties, the Board has had regard to the interests of the Groups key
stakeholders and has taken account of any potential impact on these
stakeholders of the decisions it has made.
Details of how the Board had regard to the following S172
matters are as per the below.
S172 Matters Example
* The likely consequences of any decisions in the * Communication with shareholders through the Comptoir
long-term. Investor website, AGM, investor meeting and circulars
* Through the corporate governance framework described
in this annual report
------------------------------------------------------------------------
* T he interests of the Company's employees * Ongoing training and development at all levels
* Engagement through the company engagement application,
newsletters, emails and other communications tools
------------------------------------------------------------------------
* The need to foster the Company's business * Maintenance of regular contact with all suppliers.
relationships with suppliers, customers and others
.
* Launch of the Comptoir loyalty scheme through the
Comptoir application
* Responding to feedback from the customer.
Use of a mystery guest programme to ensure standards
are visible and maintained.
------------------------------------------------------------------------
* T he impact of the Company's operations on the * Local recruitment of staff
community and environment.
* Flexible working to reduce travel where applicable
* Ongoing focus on environmentally friendly processes
and procedures
------------------------------------------------------------------------
* T he desirability of the Company maintaining a * Regular restaurant visits and audit processes
reputation for high standards of business conduct.
* Mystery guest programme
* Food standards programme
* Compliance updates at Board meetings
* Ongoing training for all staff
------------------------------------------------------------------------
* The need to act fairly as between members of the * We maintain an open dialogue with our shareholders
Company.
* Engagement with stakeholders
------------------------------------------------------------------------
On behalf of the Board
Chaker Hanna
Chief Executive Officer
27 May 2022
Statement of Corporate Governance
The Board have elected to adopt the Quoted Companies Alliance
(QCA) Corporate Governance Code in line with the changes under Rule
26 of the AIM Rules for Companies requiring all companies that are
traded on AIM to adopt and comply with a recognised corporate
governance code. Full details of our adoption to the code can be
found at
https://investors.comptoirlibanais.com/corporate-governance/ .
The Board
The Board of Comptoir Group plc is the body responsible for the
Group's objectives, its policies and the stewardship of its
resources. At the balance sheet date, the Board comprised four
directors being Chaker Hanna, Ahmed Kitous and Michael Toon as
executive directors and Richard Kleiner as non-executive
director.
Richard Kleiner is considered by the Board to be independent.
Each Director demonstrates a range of experience and sufficient
calibre to bring independent judgment on issues of strategy, risk
management, performance, resources and standards of conduct which
are vital for the success of the Group.
The Board had eight Board meetings during the year. Richard
Kleiner is Chairman of both the Audit and the Remuneration
Committees. The terms of reference of both these committees have
been approved by the Board.
Remuneration Committee
The Remuneration Committee's responsibilities include the
determination of the remuneration and options of Directors and
senior executives of the Group and the administration of the
Company's option schemes and arrangements. The Committee takes
appropriate advice, where necessary, to fulfil this remit.
Audit Committee
The Audit Committee meets twice a year including a meeting with
the auditors shortly before the signing of the accounts. The terms
of reference of the Audit Committee include: any matters relating
to the appointment, resignation or dismissal of the external
auditors and their fees; discussion with the auditors on the
nature, scope and findings of the audit; consideration of issues of
accounting policy and presentation; monitoring. The work of the
review function carried out to ensure the adequacy of accounting
controls and procedures.
Nomination Committee
The Company does not have a Nomination Committee. Any Board
appointments are dealt with by the Board itself.
Internal Control
The Board is responsible for the Group's system of internal
control and for reviewing the effectiveness of the system of
internal control. Internal control systems are designed to meet the
particular needs of a business and manage the risks but not to
eliminate the risk of failure to achieve the business objectives.
By its nature, any system of internal control can only provide
reasonable, and not absolute, assurance against material
misstatement or loss.
Internal Audit
Given the size of the Group, the Board does not believe it is
appropriate to have a separate internal audit function. The Group's
systems are designed to provide the Directors with reasonable
assurance that problems are identified on a timely basis and are
dealt with appropriately.
Relations with shareholders
There is a regular dialogue with institutional investors
including presentations after the Group's year-end and half year
results announcements. Feedback from major institutional
shareholders is provided to the Board on a regular basis and, where
appropriate, the Board will take steps to address their concerns
and recommendations. Aside from announcements that the Group makes
periodically to the market, the Board uses the Annual General
Meeting to communicate with shareholders and welcomes their
participation.
Going concern
Uncertainty remains following the Covid-19 pandemic and this has
been considered as part of the Group's adoption of the going
concern basis. Although trading was again impacted over the
accounting period, the Group's trading were ahead of expectations.
The Group was profitable during this period and increased its cash
reserves to GBP9.9m as at 2 January 2022.
The Directors have also considered the current business model,
strategies and principal risks and uncertainties. Based on the
Group's cash flow forecasts and projections, the Board is satisfied
that the Group will be able to operate for the foreseeable future.
In making this assessment, the Directors have made a specific
analysis of the impact of current inflationary pressures, Covid-19,
Brexit and the current war impacting the Ukraine.
The Group currently has cash reserves of GBP9.9m and the Board
believes that the business has the ability to remain trading for a
period of at least 12 months from the date of signing of these
financial statements. These financial statements have therefore
been prepared on the going concern basis.
Report of the directors
The Directors present their report together with the audited
financial statements for the period ended 2 January 2022.
Results and dividends
The consolidated statement of comprehensive income is set out on
page 26 and shows the profit for the year.
The Directors do not recommend the payment of a dividend for the
year (2020: GBPnil).
Principal activities
The Company's and Group's principal activity continues to be
that of the operating of restaurants with Lebanese/Middle Eastern
offering in the UK casual dining sector.
Directors
The Directors of the Group, who held office during the year, and
their shareholding at the year-end date, were as follows:
Number of Percentage
ordinary shares shareholding
(%)
Executive
A Kitous 58,412,503 47.6%
C Hanna 22,585,833 18.4%
Non-Executive
R Kleiner 610,000 0.5%
Substantial shareholders
Besides the Directors, the only other substantial shareholder at
the year-end date is Tellworth Investments, whom have a 7.5%
shareholding (9,192,319 ordinary shares).
Directors' remuneration
The remuneration of the Directors for the year ended 2 January
2022 was as follows:
Period ended 2 January 2022 Year ended
31 December
2020
Remuneration Pension Total Total
GBP GBP GBP GBP
A Kitous 158,203 10,913 169,116 86,407
C Hanna 148,019 21,096 169,116 99,197
M Toon 131,635 1,941 133,576 94,037
R Kleiner 7,500 - 7,500 26,250
445,358 33,950 479,307 305,892
---------- ------------------------ --------------------------- ------------------------ -------------------------
During the year, the Group also paid fees of GBP41,250 (2020:
GBP26,250) to Messrs Gerald Edelman, a firm in which director R
Kleiner is a partner. The fees were paid in relation to accountancy
and corporate finance services provided to the Group.
Creditor payment policy
The Group has a standard code and also agrees specific
individual terms with certain suppliers. Payment is normally made
in accordance with those terms, subject to the suppliers' own
performance.
Employees
Applications from disabled persons are given full consideration
providing the disability does not seriously affect the performance
of their duties. Such persons, once employed, are given appropriate
training and equal opportunities.
The Group takes a positive view toward employee communication
and has established systems for ensuring employees are informed of
developments and that they are consulted regularly. These include
engagement at office town hall meetings in person and online,
induction days for new starters and weekly communications to all
staff highlighting key messages for that week. The company also
utilises a company called Fourth which provides a service that acts
as a central hub to provide regular updates as well as engage with
employees in a more informal environment and share success stories.
The company also operates a bonus and share scheme at varying
levels to reward performance.
Financial Instruments
Details of the use of financial instruments and the principal
risks faced by the Group are contained in note 25 to the financial
statements.
Future developments
Details of future developments are contained in the Strategic
Report on page 5.
Auditors
All the current Directors have taken all reasonable steps
necessary to make themselves aware of any information needed by the
Group's auditors for the purposes of their audit and to establish
that the auditors are aware of that information. The Directors are
not aware of any relevant audit information of which the auditors
are unaware.
UHY Hacker Young have expressed their willingness to continue in
office and a resolution to re-appoint them will be proposed at the
annual general meeting.
On behalf of the board
Chaker Hanna
Chief Executive Officer
27 May 2022
Statement of directors' responsibilities
The Directors are responsible for preparing the Annual Reports
and the Group and Parent Company financial statements in accordance
with applicable United Kingdom law and regulations. Company law
requires the Directors to prepare Group and Parent Company
financial statements for each financial period. Under that law, and
as required by the AIM rules, the Directors have elected to prepare
Group financial statements under UK- adopted International
Accounting Standards, and the Parent Company financial statements
under United Kingdom Accounting Standards.
Under Company Law the Directors must not approve the Group and
Parent Company financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of the Group
and Parent Company and of the profit or loss of the Group for that
period. In preparing the Group and Parent Company financial
statements the Directors are required to:
-- present fairly the financial position, financial performance
and cash flows of the Group and Parent Company;
-- select suitable accounting policies in accordance with IAS 8:
'Accounting Policies, Changes in Accounting Estimates and Errors'
and then apply them consistently;
-- present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
-- make judgments and estimates that are reasonable;
-- provide additional disclosures when compliance with the
specific requirements in the UK adopted International Accounting
Standardsis insufficient to enable users to understand the impact
of particular transactions, other events and conditions on the
Group's and the Company's financial position and financial
performance; and
-- the Group and Parent Company financial statements have been
prepared in accordance with UK-adopted International Accounting
Standards or United Kingdom Accounting Standards, subject to any
material departures disclosed and explained in the financial
statements.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group's and
Parent Company's transactions and disclose with reasonable accuracy
at any time the financial position of the Group and Parent Company
and enable them to ensure that the Group and Parent Company
financial statements comply with the Companies Act 2006. They are
also responsible for safeguarding the assets of the Group and
Parent Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Independent auditors' report
To the members of Comptoir Group PLC
Opinion
We have audited the financial statements of Comptoir Group PLC
(the 'Parent Company') and its subsidiaries (the 'Group') for the
period ended 2 January 2022 which comprise the Consolidated
Statement of Comprehensive Income, the Consolidated and Parent
Company Balance Sheet, the Consolidated Statements of Changes in
Equity, the Consolidated Statement of Cash Flows and notes to the
financial statements, including significant accounting
policies.
The financial reporting framework that has been applied in the
preparation of the Group's financial statements is applicable law
and UK-adopted International Accounting Standards. The financial
reporting framework that has been applied in the preparation of the
Parent Company's financial statements is FRS 102 'The Financial
Reporting Standard applicable in the UK and Republic of Ireland'
(United Kingdom Generally Accepted Accounting Practice) and in
accordance with the provisions of the Companies Act 2006.
In our opinion:
-- the financial statements give a true and fair view of the
state of the Group's and of the Parent Company's affairs as at 2
January 2022 and of the Group's profit for the period then
ended;
-- the Group financial statements have been properly prepared in
accordance with UK-adopted International Accounting Standards;
-- the Parent Company financial statements have been properly
prepared in accordance with FRS 102 (United Kingdom Generally
Accepted Accounting Practice) and as applied in accordance with the
provisions of the Companies Act 2006; and
-- the Group financial statements have been prepared in
accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the Group
and Parent Company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK,
including the FRC's Ethical Standard as applied to listed entities,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
director's use of the going concern basis of accounting in the
preparation of the financial statement is appropriate.
Due to the ongoing global COVID-19 pandemic, the Group's trading
over the period was impacted. Following restrictions imposed by the
UK Government, the Group took the decision to close all of its
restaurants for an extended period of time between January and May
2021. All restaurants had re-opened by May 2021 following the
easing of restrictions. The Group were profitable in the period
despite these closures and generated a profit after tax of GBP1.6m
in the 52 weeks to 2 January 2022 (Loss for the year to 31 December
2020 of GBP8.1m). They generated net cash from operating activities
of GBP4.7m in the 52 weeks to 2 January 2022 (GBP2.72m in the year
to 31 December 2020) and had a cash balance of GBP9.9m as at 2
January 2022 (GBP7.8m as at 31 December 2020).
Our evaluation of the director's assessment of the entity's
ability to continue to adopt the going concern basis of accounting
included:
Evaluation of Management Assessment
-- Assessing the transparency and the completeness and accuracy
of the matters covered in the going concern disclosure by
evaluating management's cashflow projections for the next 12 months
and the underlying assumptions.
-- We obtained budgets and cashflow forecasts, reviewed the
methodology behind these, ensured arithmetically correct and
challenged the assumptions.
-- We obtained post period end trading results and compared
these to budget to ensure budgeting is reasonable and results are
in line with expectations.
-- Evaluated the key assumptions in the forecast, which were
consistent with our knowledge of the business and considered
whether these were supported by the evidence we obtained.
-- Discussed plans for the Group going forward with management,
ensuring these had been incorporated into the budgeting and would
not have an impact on the going concern status of the Group.
-- Compared the prior period forecast against current period
actual performance to assess management's ability to forecast
accurately.
-- We also reviewed the disclosures relating to going concern
basis of preparation and found that these provided an explanation
of the directors' assessment that was consistent with the evidence
we obtained.
Key observations:
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
entity's ability to continue as a going concern for a period of at
least twelve months from when the financial statements are
authorised for issue. However, clear and full disclosure of the
facts and the directors' rationale for the use of the going concern
basis of preparation, is a key financial statement disclosure and
so was the focus of our audit in this area. Auditing standards
require that to be reported as a key audit matter.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Our approach to the audit
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the financial
statements. In particular, we looked at where the directors made
subjective judgements, for example in respect of significant
accounting estimates that involved making assumptions and
considering future events that are inherently uncertain.
We tailored the scope of our audit to ensure that we performed
enough work to be able to give an opinion on the financial
statements as a whole, taking into account an understanding of the
structure of the Parent Company and the Group, their activities,
the accounting processes and controls, and the industry in which
they operate. Our planned audit testing was directed accordingly
and was focused on areas where we assessed there to be the highest
risk of material misstatement.
Our Group audit scope includes all of the group companies. At
the Parent Company level, we also tested the consolidation
procedures. The audit team met and communicated regularly
throughout the audit with the CFO in order to ensure we had a good
knowledge of the business of the Group. During the audit we
reassessed and re-evaluated audit risks and tailored our approach
accordingly.
The audit testing included substantive testing on significant
transactions, balances and disclosures, the extent of which was
based on various factors such as our overall assessment of the
control environment, the effectiveness of controls and the
management of specific risk.
We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit and
significant findings, including any significant deficiencies in
internal control that we identify during the audit.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the
Group and Parent Company financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate
opinion on these matters. This is not a complete list of all risks
identified during our audit. Going concern is a significant key
audit matter and is described above. In arriving at our audit
opinion above, the other key audit matters were as follows:
Key audit matters (applicable How our audit addressed the
to the Group) key audit matters
----------------------------------------- ------------------------------------------------------------------------
Revenue recognition Our audit work included, but
The Group recognises revenue for was not restricted to:
services and goods provided in
the Group's restaurants (excluding * Performing transaction testing from the nominal
value added tax and gratuities ledger to the source documents on a sample of sales
left by customers for the benefit transactions to test the occurrence and at the same
of employees) and is recognised time test the accuracy of the correct treatment of
at the point of sale. It should the service charges and the Tronc system.
be ensured that any gratuities
left by customers, which are due
to the staff, are not recognised
as revenue. * Assessment of sales recorded around the financial
period end to determine if recorded in the correct
Service charges/tips are distributed accounting period to gain assurance on the cut off
between those who are eligible assertion.
via the Tronc system and through
wages. Those eligible for service
charges include all employees
who have any contact with a customer * Documenting our understanding of the systems and
or any form of influence over controls around the recording of revenue and testing
revenue growth. Therefore some the design effectiveness of such controls
head office staff also receive
a share of service charges.
Revenue is a key driver of the * We carried out detailed substantive analytical
business and is made up of a high procedures on sales.
number of individual low value
transactions therefore in respect
of services provided there is
a risk that revenue is recorded The Group's accounting policy
inappropriately relative to the on revenue recognition is shown
provision of underlying services. in Significant Accounting Policies
for the consolidated financial
We therefore identified the risk statements and related disclosures
over the occurrence assertion are included in note 3.
relating to revenue recognition
as a significant risk, which was Key observations
one of the most significant risks We have not found any issues
of material misstatement. or errors involving sales and
are therefore satisfied we have
assurance over sales recognition
and treatment.
Impairment of property, plant We assessed Management's process
and equipment and right-of-use for identifying sites with a
assets potential impairment and the
Property, plant and equipment impairment review process and
and right-of-use assets are significant performed analysis to challenge
assets on the Group's balance their assumptions on impairments
sheet with a combined net book and considered the level of
value of GBP23.2m at 2 January impairments made in the period
2022 (31 December 2020: GBP26.1m). .
The balance is primarily comprised
of leasehold buildings and fixtures, Our audit work included, but
fittings and equipment to support was not restricted to, the following:
the Group's restaurants. The assets
are at risk of potential impairment * Evaluating Management's assessment of forecasted cash
due to the Group operating in flows and challenging Management on significant
a competitive industry. The estimated movements in forecasted cash flows on a restaurant by
recoverable amount of these balances restaurant basis compared to historic performance.
is subjective due to the inherent
uncertainty involved in forecasting
and discounting the related future
cash flows. * Testing the accuracy of management's 2021 forecasts
against the actual results.
At each reporting date Management
has undertaken an assessment of
the carrying value of these assets
and, where there are indicators * Assessing Management's forecasted cash flows that
of impairment in accordance with feed into the discounted cash flow model and
IAS 36 'Impairment of assets', challenging assumptions around this with reference to
has carried out an impairment historic results, market trends and future
review by reference to external expectations and tested mathematical accuracy.
market factors and discounted
cash flows in relation to cash
generating units that include
these assets. * Challenging the appropriateness of Management's
assumptions including the growth and discount rates.
The assessment was based on the
future cash flows of each site
using a discounted cash flow model
(being the 'value in use'). The * We held discussions with Management to challenge the
higher of these amounts, being impairments on those restaurants where: the headroom
the recoverable amount, was then before impairment was low and the forecast growth in
compared to the carrying value cash flows was high.
of fixed assets for that site.
Disruptions arising from COVID-19
events have been treated as 'adjusting'
events in the impairment assessments * Assessing the adequacy of disclosures in the
in accordance with UK-adopted financial statements against the requirement of IAS
International Accounting Standards. 36 'Impairment of assets'.
Significant management judgement
and estimation uncertainty is
involved in this area, where the The Group's accounting policy
primary inputs are: on the impairment of Property,
-- Estimating cash flow forecasts; plant and equipment and right-of-use
and assets is shown in Principal
-- Selecting an appropriate discount Accounting Policies for the
rate. consolidated financial statements
and related disclosures are
This area has been recognised included in note 11.
by the Board as a critical accounting
judgement and estimate, refer Key observations
to the end of note 1 - Critical As a result of our testing,
accounting judgements and key we concluded that the valuation
sources of estimation uncertainty of the tangible fixed assets
and note 11 - Property, Plant is accounted for in accordance
and Equipment. There is also a with the Group's accounting
risk that Management may unduly policies and IAS 36 'Impairment
influence the significant judgements of assets'.
and estimates in respect of the
requirement for an impairment
provision.
Given the value of the tangible
fixed assets and the performance
of some restaurants over the period,
we consider this to be a significant
risk, which was one of the most
significant risks of material
misstatement.
----------------------------------------- ------------------------------------------------------------------------
Our application of materiality
The scope and focus of our audit was influenced by our
assessment and application of materiality. We apply the concept of
materiality both in planning and performing our audit, and in
evaluating the effect of misstatements on our audit and on the
financial statements.
We define financial statement materiality as the magnitude by
which misstatements, including omissions, could reasonably be
expected to influence the economic decisions taken on the basis of
the financial statements by reasonable users.
In order to reduce to an appropriately low level the probability
that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the extent
of testing needed. Importantly, misstatements below these levels
will not necessarily be evaluated as immaterial as we also take
account of the nature of identified misstatements, and the
particular circumstances of their occurrence, when evaluating their
effect on the financial statements as a whole.
Group Parent
Overall materiality We determined materiality We have determined Parent
for the financial statements Company materiality
as a whole to be GBP310,000 to be GBP195,000 (2020:
(2020; GBP400,000). GBP200,000).
How we determine Based on a benchmark of Based on a benchmark
it 1.5% of revenue for the of 4% of gross assets.
period.
Rationale for Total revenues for the As the company is a
benchmark applied period has been determined holding company materiality
to be the most appropriate was based on gross assets,
benchmark. This differs in line with the previous
from the previous period year's calculation.
where 5% of the loss before
tax was used due to a period
of continued losses. However
due to the volatility of
this KPI, this was not
considered an appropriate
benchmark for the period.
Performance materiality On the basis of our risk Performance materiality
assessment, together with for the Parent Company
our assessment of the Group's was set at 75% of financial
control environment, our statement materiality,
judgement is that performance for the same reasons
materiality for the financial as for the Group, being
statements should be 75% GBP146,000 (2020: 150,000).
of materiality and was
set at 232,500.
Specific materiality A lower materiality has A lower materiality
been used for the cash has been used for the
element of directors' remuneration, cash element of directors'
being GBP2,000. remuneration, being
GBP2,000.
Reporting threshold
We agreed with the Audit Committee that we would report to them
all misstatements over GBP15,500 (5% of Group materiality)
identified during the audit, as well as differences below that
threshold that, in our view, warrant reporting on qualitative
grounds. We also report to the Audit Committee on disclosure
matters that we identified when assessing the overall presentation
of the financial statements.
Other information
The other information comprises the information included in the
annual report other than the financial statements and our auditors'
report thereon. The directors are responsible for the other
information contained within the annual report. Our opinion on the
financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we
do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in
doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies
or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial
statements themselves.
If, based on the work we have performed, we conclude that there
is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this
regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, based on the work undertaken in the course of
the audit:
-- the information given in the strategic report and the
directors' report for the financial period for which the financial
statements are prepared is consistent with the financial
statements; and
-- the strategic report and the directors' report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and
Parent Company and its environment obtained in the course of the
audit, we have not identified material misstatements in the
strategic report or the directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
-- adequate accounting records have not been kept by the Parent
Company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the Parent Company financial statements are not in agreement
with the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the statement of directors'
responsibilities, the directors are responsible for the preparation
of the financial statements and for being satisfied that they give
a true and fair view, and for such internal control as the
directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the Group's and the Parent Company's
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the
group or Parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of
these financial statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
Based on our understanding of the Group and Parent Company and
the industry in which it operates, we identified that the principal
risks of non-compliance with laws and regulations related to UK Tax
Legislation, pension legislation, employment and health and safety
regulations and anti-bribery, corruption and fraud and we
considered the extent to which non-compliance might have a material
effect on the financial statements.
We also considered those laws and regulations that have a direct
impact on the preparation of the financial statements such as the
Companies Act 2006 and the Quoted Companies Alliance. We evaluated
management's incentives and opportunities for fraudulent
manipulation of the financial statements (including the risk of
override of controls), and determined that the principal risks were
related to inflated revenue and profit.
Audit procedures performed included: review of the financial
statement disclosures to underlying supporting documentation,
review of legal fees in the period and enquiries of management in
so far as they related to the financial statements, and testing of
journals and evaluating whether there was evidence of bias by the
directors that represented a risk of material misstatement due to
fraud.
There are inherent limitations in the audit procedures described
above and the further removed non-compliance with laws and
regulations is from the events and transactions reflected in the
financial statements, the less likely we would become aware of it.
Also, the risk of not detecting a material misstatement due to
fraud is higher than the risk of not detecting one resulting from
error, as fraud may involve deliberate concealment by, for example,
forgery or intentional misrepresentations, or through
collusion.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at www.frc.org.uk/auditorsresponsibilities . This
description forms part of our auditor's report.
Use of our report
This report is made solely to the Parent Company's members, as a
body, in accordance with part 3 of Chapter 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to
the Parent Company's members those matters we are required to state
to them in an auditor's report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Parent Company and the
Parent Company's members as a body, for our audit work, for this
report, or for the opinions we have formed.
James Astley (Senior Statutory Auditor)
For and on behalf of UHY Hacker Young
Chartered Accountants and Statutory Auditor
UHY Hacker Young LLP
4 Thomas More Square
London E1W 1YW
27 May 2022
Consolidated statement of comprehensive income
For the period ended 2 January 2022
Notes Restated*
Period ended Year ended
2 January 31 December
2022 2020
GBP GBP
Revenue 3 20,711,257 12,366,441
Cost of sales (3,773,721) (2,601,604)
Gross profit 16,937,536 9,764,837
Distribution expenses (9,318,203) (9,520,078)
Administrative expenses (9,362,286) (13,045,139)
Other income 3 4,090,214 5,561,410
Operating profit/(loss) 4 2,347,261 (7,238,970)
Finance costs 7 (822,094) (910,885)
Profit/(loss) before tax 1,525,167 (8,149,855)
Taxation charge 8 118,288 48,326
Profit/(loss) for the period 1,643,455 (8,101,529)
Other comprehensive income - -
Total comprehensive income/(loss)
for the period 1,643,455 (8,101,529)
------------------------------------- ------ -------------------------------- --------------------------------
Basic earnings/(loss) per share
(pence) 9 1.34 (6.60)
Diluted earnings/(loss) per share
(pence) 9 1.34 (6.60)
------------------------------------- ------ -------------------------------- --------------------------------
Adjusted EBITDA:
Profit/(loss) before tax - as above 1,525,167 (8,149,855)
Add back:
Depreciation 11 3,659,196 4,020,265
Finance costs 7 822,094 910,885
Impairment of assets 10,11 336,356 4,019,871
EBITDA 6,342,813 801,166
Share-based payments expense 22 32,436 14,578
Restaurant opening costs 4 10,489 53,378
Payroll provision 4 - 353,012
Loss on disposal of fixed assets 38,098 171,617
Adjusted EBITDA 6,423,836 1,393,751
*See note 1 for details regarding the restatement as a result of
reclassification of expenses.
All of the above results are derived from continuing operations.
Profit for the period and total comprehensive income for the period
is entirely attributable to the equity shareholders of the
Group.
Consolidated balance sheet
At 2 January 2022
Notes 2 January 31 December
2022 2020
GBP GBP
Assets
Non-current assets
Intangible assets 10 55,267 55,267
Property, plant and equipment 11 7,232,869 8,473,596
Right-of-use assets 11 15,960,380 17,596,744
Deferred tax asset 18 106,659 -
--------------------------------------- ------
23,355,175 26,125,607
Current asset
Inventories 13 465,890 424,673
Trade and other receivables 14 698,994 1,100,922
Cash and cash equivalents 9,867,799 7,833,676
--------------------------------------- ------
11,032,683 9,359,271
Total assets 34,387,858 35,484,878
--------------------------------------- ------ ----------------------- ---------------------------
Liabilities
Current liabilities
Borrowings 16 (600,000) (250,000)
Trade and other payables 15 (6,131,539) (6,527,668)
Lease liabilities 27 (2,387,104) (2,443,198)
Current tax liabilities (64,480) (45,817)
--------------------------------------- ------ ----------------------- ---------------------------
(9,183,123) (9,266,683)
Non-current liabilities
Borrowings 16 (2,200,000) (2,750,000)
Provisions for liabilities 17 (859,414) (832,455)
Lease liabilities 27 (17,995,233) (20,161,543)
(21,054,647) (23,743,998)
Total liabilities (30,237,770) (33,010,681)
--------------------------------------- ------ ----------------------- ---------------------------
Net assets 4,150,088 2,474,197
--------------------------------------- ------ ----------------------- ---------------------------
Equity
Share capital 19 1,226,667 1,226,667
Share premium 10,050,313 10,050,313
Other reserves 20 129,722 97,286
Retained losses (7,256,614) (8,900,069)
--------------------------------------- ------ ----------------------- ---------------------------
Total equity - attributable to equity
shareholders of the company 4,150,088 2,474,197
--------------------------------------- ------ ----------------------- ---------------------------
The financial statements of Comptoir Group PLC (company
registration number 07741283) were approved by the Board of
Directors and authorised for issue on 27 May 2022 and were signed
on its behalf by:
Chaker Hanna
Chief Executive Officer
Consolidated statement of changes in equity
For the period ended 2 January 2022
Notes Share Share Other Retained Total
capital premium reserves losses equity
GBP GBP GBP GBP GBP
At 1 January
2020 1,226,667 10,050,313 82,708 (798,540) 10,561,148
--------------- ------ --------------------- --------------------- --------------------- ----------------------- -----------------
Total
comprehensive
loss
Loss for the
year - - - (8,101,529) (8,101,529)
Transactions
with
owners
Share-based
payments 22 - - 14,578 - 14,578
At 31 December
2020 1,226,667 10,050,313 97,286 (8,900,069) 2,474,197
--------------- ------ --------------------- --------------------- --------------------- ----------------------- -----------------
At 1 January
2021 1,226,667 10,050,313 97,286 (8,900,069) 2,474,197
Total
comprehensive
income
Profit for the
period - - - 1,643,455 1,643,455
Transactions
with
owners
Share-based
payments 22 - - 32,436 - 32,436
At 2 January
2022 1,226,667 10,050,313 129,722 (7,256,614) 4,150,088
--------------- ------ --------------------- --------------------- --------------------- ----------------------- -----------------
Consolidated statement of cash flows
For the period ended 2 January 2022
Notes Period ended Year ended
2 January 31 December
2022 2020
GBP GBP
Operating activities
Cash inflow from operations 23 4,675,786 2,842,394
Interest paid (21,057) (6,253)
Tax paid 30,292 (120,677)
Net cash from operating activities 4,685,021 2,715,464
----------------------------------------- ------ ------------------------------- ---------------------------
Investing activities
Purchase of property, plant & equipment 11 (436,272) (182,578)
Net cash used in investing activities (436,272) (182,578)
----------------------------------------- ------ ------------------------------- ---------------------------
Financing activities
Payment of lease liabilities 27 (2,014,626) (2,458,474)
Bank loan proceeds - 3,000,000
Bank loan repayments 24 (200,000) (317,346)
Net cash (used in)/from financing
activities (2,214,626) 224,180
----------------------------------------- ------ ------------------------------- ---------------------------
Increase in cash and cash equivalents 2,034,123 2,757,066
Cash and cash equivalents at beginning
of period 7,833,676 5,076,610
Cash and cash equivalents at end of
period 9,867,799 7,833,676
----------------------------------------- ------ ------------------------------- ---------------------------
Principal accounting policies for the consolidated financial
statements
For the period ended 2 January 2022
Reporting entity
Comptoir Group Plc (the "Company") is a company incorporated and
registered in England and Wales, with a company registration number
of 07741283. The address of the Company's registered office is Unit
2, Plantain Place, Crosby Row, London Bridge, SE1 1YN. The
consolidated financial statements comprise of the Company and its
subsidiaries (together referred to as the "Group").
Statement of compliance
The consolidated financial statements have been prepared in
accordance with UK-adopted International Financial Reporting
Standards and its interpretations adopted by the International
Accounting Standards Board (IASB). The parent company financial
statements have been prepared using United Kingdom Accounting
Standards including FRS 102 'The financial reporting standard
applicable in the UK and Republic of Ireland' and are set out on
pages 67 to 75.
Basis of preparation
The Group changed to a weekly accounting calendar during the
year, consequently, the consolidated financial statements has been
prepared for the 52 weeks ending 2 January 2022 rather than for 12
months ending 31 December 2021.
These consolidated financial statements for the period ended 2
January 2022 are prepared in accordance with UK-adopted
International Accounting Standards.
The financial statements are presented in Pound Sterling (GBP),
which is both the functional and presentational currency of the
Group and Company. All amounts are rounded to the nearest pound,
except where otherwise indicated.
The Group and Parent Company financial statements have been
prepared on the historical cost convention as modified for certain
financial instruments, which are stated at fair value. Non-current
assets are stated at the lower of carrying amount and fair value
less costs to sell.
Use of non-GAAP profit and loss measures
The Group believes that along with operating profit, the
'Adjusted EBITDA' provides additional guidance to the statutory
measures of the performance of the business during the financial
year. Adjusted profit from operations is calculated by adding back
depreciation, amortisation, impairment of assets, finance costs,
preopening costs and certain non-recurring or non-cash items.
Adjusted EBITDA is an internal measure used by management as they
believe it better reflects the underlying performance of the Group
beyond generally accepted accounting principles.
Going concern basis
Uncertainty remains following the Covid-19 pandemic and this has
been considered as part of the Group's adoption of the going
concern basis. Although trading was again impacted over the
accounting period, the Group's trading were ahead of expectations.
The Group was profitable during this period and increased its cash
reserves to GBP9.9m as at 2 January 2022.
The Directors have also considered the current business model,
strategies and principal risks and uncertainties. Based on the
Group's cash flow forecasts and projections, the Board is satisfied
that the Group will be able to operate for the foreseeable future.
In making this assessment, the Directors have made a specific
analysis of the impact of current inflationary pressures, Covid-19,
Brexit and the current war impacting the Ukraine.
The Group currently has cash reserves of GBP9.9m and the Board
believes that the business has the ability to remain trading for a
period of at least 12 months from the date of signing of these
financial statements. These financial statements have therefore
been prepared on the going concern basis.
Changes in accounting standards, amendments and
interpretations
At the date of authorisation of the half-yearly report, the
following amendments to Standards and Interpretations issued by the
IASB that are effective for an annual period that begins on or
after 1 January 2021. These have not had any material impact on the
amounts reported for the current and prior periods.
Standard or Interpretation Effective Date
Interest Rate Benchmark Reform Phase 2 1 January 2021
(Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16)
New and revised Standards and Interpretations in issue but not
yet effective
At the date of authorisation of these financial statements, the
Group has not early adopted any of the following amendments to
Standards and Interpretations that have been issued but are not yet
effective:
Standard or Interpretation Effective Date
Narrow scope amendments to IFRS 3, IAS 16 and IAS 37 1 January
2022
Annual improvements to IFRS Standards 2018-2020 1 January
2022
Amendments to IAS 1: Classification of Liabilities as
Current or Non-Current 1 January 2022
As yet, none of these have been endorsed for use in the UK and
will not be adopted until such time as endorsement is confirmed.
The directors do not expect any material impact as a result of
adopting standards and amendments listed above in the financial
year they become effective.
Significant accounting policies
The accounting policies set out below have been applied
consistently to all periods presented in the historical
consolidated financial statements, unless otherwise indicated.
(a) Basis of consolidation
These financial statements consolidate the financial statements
of the Company and all of its subsidiary undertakings drawn up to 2
January 2022.
Subsidiaries are entities controlled by the Company. Control
exists when the Company has the power, directly or indirectly, to
govern the financial and operating policies of an entity so as to
obtain benefits from its activities. In assessing control,
potential voting rights that presently are exercisable or
convertible are taken into account, regardless of management's
intention to exercise that option or warrant. The financial
statements of subsidiaries are included in the consolidated
financial statements from the date that control commences until the
date the control ceases.
The cost of an acquisition is measured as the fair value of the
assets given, equity instruments issued and liabilities incurred or
assumed at the date of exchange, plus costs directly attributable
to the acquisition. Identifiable assets acquired and liabilities
and contingent liabilities assumed are measured initially at their
fair values at the acquisition date, irrespective of the extent of
any minority interest. The excess of the cost of acquisition over
the fair value of the identifiable net assets acquired is recorded
as goodwill.
All intra-group balances, transactions, income and expenses and
profits and losses resulting from intra-group transactions are
eliminated fully on consolidation. The gain or loss on disposal of
a subsidiary company is the difference between net disposals
proceeds and the Group's share of its net assets together with any
goodwill and exchange differences.
(b) Foreign currency translation
Functional and presentational currency
Items included in the financial results of each of the Group
entities are measured using the currency of the primary economic
environment in which the entities operate (the functional
currency). The consolidated financial statements are presented in
Pounds Sterling ("GBP") which is the Company's functional and
operational currency.
Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year
end exchange rates of monetary assets and financial liabilities
denominated in foreign currencies are recognised in the statement
of comprehensive income.
(c) Financial instruments
Financial assets and financial liabilities are measured
initially at fair value plus transactions costs. Financial assets
and financial liabilities are measured subsequently as described
below.
Financial assets
The Group classifies its financial assets as 'loans and
receivables'. The Group assesses at each balance sheet date whether
there is objective evidence that a financial asset or a group of
financial assets is impaired.
Loans and receivables are non-derivative financial assets with
fixed and determinable payments that are not quoted in an active
market. They are included in current assets, except for maturities
greater than 12 months after the statement of financial position
date, which are classified as non-current assets. Receivables are
classified as 'trade and other receivables' and loans are
classified as 'borrowings' in the statement of financial
position.
Trade and other receivables are recognised initially at fair
value and subsequently measured at amortised cost using the
effective interest method. The carrying value of trade and other
receivables recorded at amortised cost are reduced by allowances
for lifetime estimated credit losses. Estimated future credit
losses are first recorded on the initial recognition of a
receivable and are based on the ageing of the receivable balance,
historical experience and forward looking considerations. Balances
that are deemed not collectable will be recognised as a loss in the
income statement. When a trade receivable is uncollectable, it is
written off against the allowance account for trade receivables.
Subsequent recoveries of amounts previously written off are
credited to the statement of comprehensive income.
Financial assets are derecognised when the contractual rights to
the cash flows from the financial asset expire, or when the
financial asset and all substantial risks and rewards are
transferred.
Financial liabilities
The Group's financial liabilities include trade and other
payables. Trade payables are recognised initially at fair value
less transaction costs and subsequently measured at amortised cost
using the effective interest method ("EIR" method). Amortised cost
is calculated by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of the EIR.
The EIR amortisation is included in finance costs in the statement
of comprehensive Income.
A financial liability is derecognised when it is extinguished,
discharged, cancelled or expires.
(d) Property, plant and equipment
Items of property, plant and equipment are stated at cost less
accumulated depreciation and impairment losses.
Depreciation
Depreciation is charged to the income statement on a reducing
balance basis and on a straight-line basis over the estimated
useful lives of corresponding items of property, plant and
equipment:
Land and buildings Leasehold Over the length of the lease
Land and buildings Freehold 4% straight line basis
Plant and machinery 15% on reducing balance
Fixture, fittings and equipment 10% on reducing balance
The carrying values of plant and equipment are reviewed at each
reporting date to determine whether there are any indications of
impairment. If any such indication exists, the assets are tested
for impairment to estimate the assets' recoverable amounts. Any
impairment losses are recognised in the statement of comprehensive
income.
The assets' residual values and useful lives are reviewed, and
adjusted if appropriate, at each statement of financial position
date. Gains and losses on disposals are determined by comparing the
proceeds with the carrying amount and are recognised within the
Statement of Comprehensive Income
(e) Intangible assets - Goodwill
All business combinations are accounted for by applying the
acquisition method. Goodwill represents amounts arising on
acquisition of subsidiaries, associates and joint ventures.
Goodwill represents the difference between the cost of the
acquisition and the fair value of the net identifiable assets
acquired.
Goodwill is stated at cost less any accumulated impairment
losses. Goodwill is allocated to cash generating units and is
formally tested for impairment annually, thus is not amortised. Any
excess of fair value of net assets over consideration on
acquisition are recognised directly in the income statement.
(f) Inventories
Inventories are stated at the lower of costs and net realisable
value. Cost comprises direct materials, and those direct overheads
that have been incurred in bringing the inventories to their
present location and condition.
Net realisable value is the estimated selling price less all
estimated costs of completion and costs to be incurred in
marketing, selling and distribution.
(g) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, cash at bank,
deposits held at call with banks and other short-term highly liquid
investments with original maturities of three months or less. Bank
overdrafts that are repayable on demand are included within
borrowings in current liabilities on the balance sheet.
For the purpose of the statement of cash flows, cash and cash
equivalents consist of cash and cash equivalents as defined above,
net of outstanding bank overdrafts.
(h) Share-based payments
The Group's share option programme allows Group employees to
acquire shares of the Company and all options are equity-settled.
The fair value of options granted is recognised as an employee
expense with a corresponding increase in equity. The fair value is
measured at grant date and spread over the period during which the
employees become unconditionally entitled to the options. The fair
value of the options granted is measured using the Black-Scholes
model, taking into account the terms and conditions upon which the
options were granted. The amount recognised as an expense is
adjusted to reflect the actual number of share options that
vest.
(i) Provisions for liabilities
A provision is recognised in the balance sheet when the Group
has a present legal or constructive obligation as a result of a
past event, and it is probable that an outflow of economic benefits
will be required to settle the obligation.
The amount recognised as a provision is the best estimate of the
consideration required to settle the present obligation at the end
of the reporting period, taking into account the risks and
uncertainties surrounding the obligation. Where the effect of the
time value of money is material, the amount expected to be required
to settle
the obligation is recognised at present value using a pre-tax
discount rate. The unwinding of the discount is recognised as a
finance cost in the income statement in the period it arises.
Provisions for leasehold property dilapidation repairs are
recognised when the Group has a present obligation to carry out
dilapidation work on the leasehold premises before the property is
vacated. The amount recognised as a provision is the best estimate
of the costs required to carry out the dilapidations work and is
spread over the expected period of the tenancy.
(j) Deferred tax and current tax
Current income tax assets and liabilities for the current period
are measured at the amount expected to be recovered or paid to the
taxation authorities. A provision is made for corporation tax for
the reporting period using the tax rates that have been
substantially enacted for the company at the reporting date.
Current income tax relating to items recognised directly in
equity is recognised in equity and not in the Statement of
Comprehensive Income.
Deferred income tax is provided in full on a non-discounted
basis, using the liability method, on temporary differences arising
between the tax bases of assets and liabilities and their carrying
amounts in the consolidated financial statements. Deferred income
tax is determined using tax rates (and laws) that have been enacted
or substantially enacted by the statement of financial position
date and are expected to apply when the related deferred income tax
asset is realised or the deferred income tax liability is
settled.
Deferred income tax assets are recognised to the extent that it
is probable that future taxable profit will be available against
which the temporary differences can be utilised.
(k) Leases
Right-of-use assets
Right-of-use assets are recognised at the commencement date of
the lease (i.e., the date the underlying asset is available for
use). Initially, right-of-use assets are measured at cost, less any
accumulated depreciation and impairment losses and adjusted for any
remeasurement of lease liabilities. The cost of right-of-use assets
includes the amount of lease liabilities recognised, initial direct
costs incurred, and lease payments made at or before the
commencement date less any lease incentives received.
Subsequently, right-of-use assets are depreciated on a
straight-line basis over the shorter of its estimated useful life
and the lease term.
Lease liabilities
At the commencement date of the lease, the lease liabilities
recognised are measured at the present value of lease payments to
be made over the lease term. The lease payments include fixed
payments less any lease incentives receivable, variable lease
payments that depend on an index or a rate, and amounts expected to
be paid under residual value guarantees. The lease payments also
include the exercise price of a purchase option reasonably certain
to be exercised by the Group and payments of penalties for
terminating a lease, if the lease term reflects
the Group exercising the option to terminate. The variable lease
payments that do not depend on an index or a rate are recognised as
an expense in the period on which the event or condition that
triggers the payment occurs.
In calculating the present value of lease payments, the Group
used the incremental borrowing rate at the lease commencement.
After the commencement date, the amount of lease liabilities is
increased to account for interest and reduced for the lease
payments made. In addition, the carrying amount of lease
liabilities is remeasured if there is a modification, a change in
the lease term, a change in the in-substance fixed lease payments
or a change in the assessment to purchase the underlying asset.
The Group elected to apply the practical expedient in relation
to amendments to IFRS 16: Covid-19 Related Rent Concessions. This
allows a lessee to account for any changes to their lease payments
due to the effects of Covid-19 in the Statement of Comprehensive
Income rather than be treated as a lease modification.
The practical expedient was applied consistently to all lease
contracts with similar characteristics and in similar
circumstances. A resulting credit will be recognised as income in
the profit and loss for the reporting period reflecting the changes
in lease payments arising from the application of this practical
expedient.
(l) Employee benefits
Short term employee benefits
Wages, salaries, paid annual leave, paid sick leave and bonuses
are recognised as an expense in the period in which the associated
services are rendered by employees.
The Group recognises an accrual for annual holiday pay accrued
by employees as a result of services rendered in the current
period, and which employees are entitled to carry forward and use
within 12 months. The accrual is measured at the salary cost
payable for the period of absence.
Pensions and other post-employment benefits
The Group pays monthly contributions to defined contribution
pension plans. The legal or constructive obligation of the Group is
limited to the amount that they agree to contribute to the plan.
The contributions to the plan are charged to the Statement of
Comprehensive Income in the period to which they relate.
Termination benefits are recognised immediately as an expense
when the Group is demonstrably committed to terminate the
employment of an employee or to provide termination benefits.
(m) Revenue
Revenue represents amounts received and receivable for services
and goods provided (excluding value added tax) and is recognised at
the point of sale. Revenue is recognised to the extent that it is
probable that the economic benefits will flow to the Group and the
revenue can be reliably measured.
(n) Expenses
Variable lease payments
Variable lease payments that do not depend on an index or rate
and are not in-substance fixed payments, such as rental expenses
payable based on the percentage of sales made in the period, are
not included in the initial measurement of the lease liability.
These payments are recognised in the income statement in the period
in which the event or condition that triggers those payments
occurs.
Opening expenses
Property rentals and related costs incurred up to the date of
opening of a new restaurant are written off to the income statement
in the period in which they are incurred. Promotional and training
costs are written off to the income statement in the period in
which they are incurred.
Financial expenses
Financial expenses comprise of interest payable on bank loans,
hire purchase liabilities and other financial costs and charges.
Interest payable is recognised on an accrual basis.
(o) Ordinary share capital
Ordinary shares are classified as equity. Costs directly
attributable to the increase of new shares or options are shown in
equity as a deduction from the proceeds.
(p) Dividend policy
In accordance with IAS 10 'Events after the Balance Sheet Date',
dividends declared after the balance sheet date are not recognised
as a liability at that balance sheet date and are recognised in the
financial statements when they have received approval by
shareholders. Unpaid dividends that are not approved are disclosed
in the notes to the consolidated financial statements.
(q) Commercial discount policy
Commercial discounts represent a reduction in cost of goods and
services in accordance with negotiated supplier contracts, the
majority of which are based on purchase volumes. Commercial
discounts are recognised in the period in which they are earned and
to the extent that any variable targets have been achieved in that
financial period. Costs associated with commercial discounts are
recognised in the period in which they are incurred.
(r) Operating segments
An operating segment is a component of an entity that engages in
business activities from which it may earn revenues and incur
expenses (including revenue and expenses related to transactions
with other components of the same entity), whose operating results
are regularly reviewed by the entity's Chief Operating Decision
Maker to make decisions about resources to be allocated to the
segment and assess its performance, and for which discrete
financial information is available. The Chief Operating Decision
Maker has been identified as the Board of Executive Directors, at
which level strategic decisions are made.
(s) Government grants
Government grants are recognised at the fair value of the asset
received or receivable when there is reasonable assurance that the
grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in
income when the performance conditions are met. Where a grant does
not specify performance conditions it is recognised in income when
the proceeds are received or receivable.
Critical accounting judgements and key sources of estimation
uncertainty
The preparation of financial statements in conformity with
UK-adopted International Accounting Standards requires management
to make judgments, estimates and assumptions that affect the
application of policies and reported amounts of assets and
liabilities, income and expenses. The estimates and associated
assumptions are based on historical experience and various other
factors that are believed to be reasonable under the circumstances,
the results of which form the basis of making the judgements about
carrying values of assets and liabilities that are not readily
apparent from other sources. The resulting accounting estimates may
differ from the related actual results.
The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects
only that period, or in the period of the revision and future
periods if the revision affects both current and future
periods.
In the process of applying the Group's accounting policies,
management has made a number of judgments and estimations of which
the following are the most significant. The estimates and
assumptions that have a risk of causing material adjustment to the
carrying amounts of assets and liabilities within the future
financial years are as follows:
Depreciation, useful lives and residual values of property,
plant & equipment
The Directors estimate the useful lives and residual values of
property, plant & equipment in order to calculate the
depreciation charges. Changes in these estimates could result in
changes being required to the annual depreciation charges in the
statement of comprehensive incomes and the carrying values of the
property, plant & equipment in the balance sheet.
Impairment of assets
The Group assesses at each reporting date whether there is an
indication that an asset may be impaired. If any such indication
exists, or when annual impairment testing for an asset is required,
the Group makes an estimate of the asset's recoverable amount. An
asset's recoverable amount is the higher of an asset's or
cash-generating unit's fair value less costs to sell and its value
in use and is determined for an individual asset, unless the asset
does not generate cash inflows that are largely independent of
those from other assets or groups of assets.
Where the carrying amount of an asset exceeds its recoverable
amount, the asset is considered impaired and is written down to its
recoverable amount. In assessing value in use, the estimated future
cash flows are discounted to their present value of money and the
risks specific to the asset. Impairment losses of continuing
operations are recognised in the profit or loss in those expense
categories consistent with the function of the impaired asset.
Leases
The Group has estimated the lease term of certain lease
contracts in which they are a lessee, including whether they are
reasonably certain to exercise lessee options. The incremental
borrowing rate used to discount lease liabilities has also been
estimated in the range of 2.6% to 4%. This is assessed as the rate
of interest that would be payable to borrow a similar about of
money for a similar length of time for a similar right-of-use
asset.
Deferred tax assets
Historically, deferred tax assets had been recognised in respect
of the total unutilised tax losses within the Group. A condition of
recognising this amount depended on the extent that it was probable
that future taxable profits will be available.
Notes to the consolidated financial statements
For the period ended 2 January 2022
1. Restatement of prior year allocation of expenses
During the period, the directors reclassified a number of
expense items in order to ensure that the nature of the costs were
included in the most appropriate profit or loss heading. The
reclassifications was incorporated in the Group consolidated
financial statements for the period ending 2 January 2022 and the
prior period statement of comprehensive income has been restated to
reflect this and ensure amounts are comparable.
The extract below summarises the total amounts that have been
reclassified:
Restated
Year ended Year ended
31 December Restated 31 December
2020 amount 2020
GBP GBP GBP
Revenue 12,492,506 (126,065) 12,366,441
-
Cost of sales (3,179,944) 578,340 (2,601,604)
Gross profit 9,312,562 452,275 9,764,837
Distribution expenses (7,463,177) (2,056,901) (9,520,078)
-
Administrative expenses (14,649,765) 1,604,626 (13,045,139)
Other income 5,561,410 - 5,561,410
Operating loss (7,238,970) - (7,238,970)
------------------------- ------------------------- ---------------------------- --------------------------------
2. Segmental analysis
The Group has only one operating segment being: the operation of
restaurants with Lebanese and Middle Eastern Offerings and one
geographical segment being the United Kingdom. The Group's brands
meet the aggregation criteria set out in paragraph 22 of IFRS 8
'Operating Segments' and as such the Group reports the business as
one reportable segment.
None of the Group's customers individually contribute over 10%
of the total revenues.
3. Revenue
Restated
2 January 31 December
2022 2020
GBP GBP
Income for the year consists of the following:
Revenue from continuing operations 20,711,257 12,366,441
Other income not included within revenue
in the income statement:
UberEATs compensation - 88,517
Insurance claims receivable 261,657 153,186
Local council support grants 894,686 -
Covid-19 related rent concessions 1,284,744 982,209
Coronavirus Job Retention Scheme income 1,644,856 4,337,498
Other income 4,271 -
4,090,214 5,561,410
Total income for the year 24,801,471 17,927,851
------------------------------------------------ ------------------------------- ------------------------------
4. Group operating profit/(loss)
2 January 31 December
2022 2020
GBP GBP
This is stated after charging/(crediting):
Variable lease charges (see note 27) 613,531 185,456
Rent concessions (see note 27) (1,284,744) (982,209)
Lease modifications (see note 27) (444,359) (340,494)
Share-based payments expense (see note 22) 32,436 14,578
Restaurant opening costs 10,489 53,378
Depreciation of property, plant and equipment
(see note 11) 3,659,196 4,020,265
Impairment of assets (see note 10 & 11) 336,356 4,019,871
Loss on disposal of fixed assets 38,098 171,617
Auditors' remuneration (see note 5) 44,500 52,250
Payroll provision - 353,012
----------------------------------------------- ------------------------------- --------------------------
Operating lease charges relate to additional rental expenses
payable based on selected sites achieving a certain level of
turnover for the year.
The payroll provision relates to a one-off provision as a result
of a review of the current pension scheme in place as part of a
planned transition to Payroll Bureau services.
For the initial trading period following opening of a new
restaurant, the performance of that restaurant will be lower than
that achieved by other, similar mature restaurants. The difference
in this performance, which is calculated by reference to gross
profit margins amongst other key metrics is quantified and included
within opening costs. The breakdown of opening costs, between
pre-opening costs and certain post-opening costs for 3 months is
shown below:
2 January 31 December
2022 2020
GBP GBP
Pre-opening costs 10,489 53,378
10,489 53,378
------------------- ---------- ------------
5. Auditors' remuneration
2 January 31 December
2022 2020
GBP GBP
Auditors' remuneration :
Fees payable to Company's auditor for the
audit of its annual accounts 19,500 15,750
Other fees to the Company's auditors
The audit of the Company's subsidiaries 20,000 20,000
Total audit fees 39,500 35,750
------------------------------------------- ---------- ------------
Review of the half-year accounts 5,000 16,500
Total non-audit fees 5,000 16,500
------------------------------------------- ---------- ------------
Total auditors' remuneration 44,500 52,250
------------------------------------------- ---------- ------------
6. Staff costs and numbers
2 January 31 December
2022 2020
GBP GBP
(a) Staff costs (including directors) :
Wages and salaries:
Kitchen, floor and management wages 6,300,540 4,619,492
Apprentice Levy 26,788 29,632
Other costs:
Social security costs 624,327 456,770
Share-based payments (note 22) 32,436 14,578
Pension costs 140,908 107,125
Total staff costs 7,124,999 5,227,597
-------------------------------------------------- ---------- ------------
(b) Staff numbers (including directors) Number Number
:
Kitchen and floor staff 371 463
Management staff 104 73
Total number of staff 475 536
-------------------------------------------------- ---------- ------------
(c) Directors' remuneration:
Emoluments 437,858 233,456
Money purchase (and other) pension contributions 33,950 46,186
Non-Executive directors' fees 7,500 26,250
Total directors' costs 479,307 305,892
-------------------------------------------------- ---------- ------------
Directors' remuneration disclosed above include the following amounts
paid to the highest paid director:
Emoluments 158,203 71,250
Money purchase (and other) pension contributions 10,913 27,947
-------------------------------------------------- ---------- ------------
Further details on Directors' emoluments and the executive
pension schemes are given in the Directors' report.
7. Finance costs
2 January 31 December
2022 2020
GBP GBP
Interest payable and similar charges:
Interest on bank loans and overdraft 21,057 6,253
Interest on lease liabilties 801,037 904,632
Total finance costs for the year 822,094 910,885
--------------------------------------- ---------- ------------
8. Taxation
The major components of income tax for the periods ended 2
January 2022 and 31 December 2020 are:
(a) Analysis of charge in the year:
2 January 31 December
2022 2020
GBP GBP
Current tax:
UK corporation tax on the profit/(loss)
for the year - (18,663)
Adjustments in respect of previous years (11,629) 1,032
Deferred tax:
Origination and reversal of temporary differences 220,343 (29,611)
Tax losses carried forward (327,002) (1,084)
Total tax (credit)/charge for the year (118,288) (48,326)
--------------------------------------------------- -------------------------------- -----------------------------
(b) Factors affecting the tax charge for the year:
The tax charged for the year varies from the standard rate of
corporation tax in the UK due to the following factors:
2 January 31 December
2022 2020
GBP GBP
Profit/(loss) before tax 1,525,167 (8,149,855)
Expected tax credit based on the standard
rate of corporation tax in the UK of 19%
(2020: 19%) 289,782 (1,548,472)
Effects of:
Depreciation on non-qualifying assets 223,735 123,867
Expenses not deductible for tax purposes 12,709 768,144
Adjustments in respect of previous tax years (11,629) 1,032
Brought forward losses utilised (388,489) -
Losses previously not recognised (218,798) 607,103
Effect of change in corporation tax rate (25,598) -
Total tax (credit)/charge for the year (118,288) (48,326)
---------------------------------------------- ---------------------------- --------------------------------
9. Earnings/(loss) per share
The basic and diluted loss per share figures are set out
below:
2 January 31 December
2022 2020
GBP GBP
Profit/(loss) attributable to shareholders 1,643,455 (8,101,529)
Weighted average number of shares
For basic earnings per share 122,666,667 122,666,667
Adjustment for options outstanding - -
For diluted earnings per share 122,666,667 122,666,667
-------------------------------------------- -------------------------------- --------------------------------
Pence per Pence per
share share
Loss per share:
Basic (pence)
From profit/(loss) for the year 1.34 (6.60)
Diluted (pence)
From profit/(loss) for the year 1.34 (6.60)
Further details of the share options that could potentially
dilute basic earnings per share in the future are provided in note
22.
Diluted earnings/(loss) per share is calculated by dividing the
profit or loss attributable to ordinary shareholders by the
weighted average number of shares and 'in the money' share options
in issue. Share options are classified as 'in the money' if their
exercise price is lower than the average share price for the
period. As required by IAS 33
'Earnings Per Share', this calculation assumes that the proceeds
receivable from the exercise of 'in the money' options would be
used to purchase share options in the open market in order to
reduce the number of new shares that would need to be issued. As
the shares were not 'in the money' as at 2 January 2022 and
consequently would be antidilutive, no adjustment was made in
respect of the share options outstanding to determine the diluted
number of options.
10. Intangible assets
Goodwill Total
GBP GBP
Cost
At 1 January 2020 89,961 89,961
Additions - -
------------------------------ ------------------------------
At 31 December 2020 89,961 89,961
----------------------------------------- ------------------------------ ------------------------------
Accumulated amortisation and impairment
At 1 January 2020 (2,286) (2,286)
Impairments (32,408) (32,408)
------------------------------ ------------------------------
At 31 December 2020 (34,694) (34,694)
----------------------------------------- ------------------------------ ------------------------------
Net Book Value as at 31 December 2019 87,675 87,675
-----------------------------------------
Net Book Value as at 31 December 2020 55,267 55,267
----------------------------------------- ------------------------------ ------------------------------
Goodwill Total
GBP GBP
Cost
At 1 January 2021 89,961 89,961
Additions - -
------------------------------ ------------------------------
At 2 January 2022 89,961 89,961
----------------------------------------- ------------------------------ ------------------------------
Accumulated amortisation and impairment
At 1 January 2021 (34,694) (34,694)
Impairments - -
------------------------------ ------------------------------
At 2 January 2022 (34,694) (34,694)
----------------------------------------- ------------------------------ ------------------------------
Net Book Value as at 31 December 2020 55,267 55,267
----------------------------------------- ------------------------------ ------------------------------
Net Book Value as at 2 January 2022 55,267 55,267
----------------------------------------- ------------------------------ ------------------------------
Goodwill arising on business combinations is not amortised but
is subject to an impairment test annually which compares the
goodwill's 'value in use' to its carrying value. During the year,
an impairment of GBPnil (2020: GBP32,408) was considered necessary
in respect of goodwill.
11. Property, plant and equipment
Group Right-of Leasehold Plant Fixture, Motor Total
use Assets Land and and machinery fittings Vehicles
buildings & equipment
GBP GBP GBP GBP GBP GBP
Cost
At 1 January
2020 29,095,737 11,514,602 5,151,883 3,116,519 53,430 48,932,171
Additions - 50,421 92,216 39,942 - 182,579
Disposals - (549,000) (443,325) (297,914) - (1,290,239)
Modifications (1,171,088) - - - - (1,171,088)
At 31 December
2020 27,924,649 11,016,023 4,800,774 2,858,547 53,430 46,653,423
--------------- -------------------------- ----------------------- ----------------------- ----------------------- ----------------------- ------------------
Accumulated
depreciation
and impairment
At 1 January
2020 (5,144,658) (4,647,857) (2,613,387) (1,280,703) (7,373) (13,693,978)
Depreciation
during
the year (2,650,381) (786,000) (390,594) (191,728) (1,562) (4,020,265)
Disposals
during
the year - 523,287 363,668 231,668 - 1,118,623
Impairment
during
the year (2,532,866) (967,600) (285,767) (201,230) - (3,987,463)
At 31 December
2020 (10,327,905) (5,878,170) (2,926,080) (1,441,993) (8,935) (20,583,083)
--------------- -------------------------- ----------------------- ----------------------- ----------------------- ----------------------- ------------------
Cost
At 1 January
2021 27,924,649 11,016,023 4,800,774 2,858,547 53,430 46,653,423
Additions 961,807 26,764 243,860 165,649 - 1,398,080
Disposals - (623,777) (342,067) (180,230) (15,120) (1,161,194)
Modifications (241,519) - - - - (241,519)
At 2 January
2022 28,644,937 10,419,010 4,702,567 2,843,966 38,310 46,648,790
--------------- -------------------------- ----------------------- ----------------------- ----------------------- ----------------------- ------------------
Accumulated
depreciation
and impairment
At 1 January
2021 (10,327,905) (5,878,170) (2,926,080) (1,441,993) (8,935) (20,583,083)
Depreciation
during
the year (2,286,551) (770,599) (342,355) (254,073) (5,618) (3,659,196)
Disposals
during
the year - 620,673 320,586 172,390 9,445 1,123,094
Impairment
during
the year (70,101) (179,932) (61,047) (25,276) - (336,356)
At 2 January
2022 (12,684,557) (6,208,028) (3,008,896) (1,548,952) (5,108) (23,455,541)
--------------- -------------------------- ----------------------- ----------------------- ----------------------- ----------------------- ------------------
Net Book Value
as at 31
December
2020 17,596,744 5,137,853 1,874,694 1,416,554 44,495 26,070,340
--------------- -------------------------- ----------------------- ----------------------- ----------------------- ----------------------- ------------------
Net Book Value
as at 2
January
2022 15,960,380 4,210,982 1,693,671 1,295,014 33,202 23,193,249
--------------- -------------------------- ----------------------- ----------------------- ----------------------- ----------------------- ------------------
The right of use assets relates to one class of underlying
assets, being the property leases entered into for various
restaurant sites.
At each reporting date the Group considers any indication of
impairment to the carrying value of its property, plant and
equipment. The assessment is based on expected future cash flows
and Value-in-Use calculations are performed annually and at each
reporting date and is carried out on each restaurant as these are
separate 'cash generating units' (CGU). Value-in-use was calculated
as the net present value of the projected risk-adjusted post-tax
cash flows plus a terminal value of the CGU. A pre-tax discount
rate was applied to calculate the net present value of pre-tax cash
flows. The discount rate was calculated using a market participant
weighted average cost of capital. A single rate has been used for
all sites as management believe the risks to be the same for all
sites.
The recoverable amount of each CGU has been calculated with
reference to its value-in-use. The key assumptions of this
calculation are shown below:
Sales growth 0%
Discount rate 6.5%
Number of years projected over life of lease
The projected sales growth was based on the Group's latest
forecasts at the time of review. The key assumptions in the
cashflow pertain to revenue growth. Management have determined that
growth based on industry average growth rates and actuals achieved
historically are the best indication of growth going forward. The
Directors are confident that the Group is largely immune from the
effects of Brexit and forecasts have considered the impact of
COVID-19. Management has also performed sensitivity analysis on
sales inputs to the model and noted no material sensitivities in
the model.
Based on the review, an impairment charge of GBP336,357 (2020:
GBP4,019,871) was recorded for the year.
12. Subsidiaries
The subsidiaries of Comptoir Group Plc, all of which have been
included in these consolidated financial statements, are as
follows:
Name Country Proportion of Non-Controlling
of incorporation ownership interest interests Ownership/voting
and principal as at year end interest at year
place of end
business
2022** 2020 2022** 2020
------------------------------------------ ------- -------------------- -------------------- --------------------
England &
Timerest Limited Wales 100% 100% - -
England &
Chabane Limited* Wales 100% 100% - -
Comptoir Franchise England &
Limited Wales 100% 100% - -
England &
Shawa Group Limited* Wales 100% 100% - -
Shawa Bluewater England &
Limited* Wales 100% 100% - -
England &
Shawa Limited Wales 100% 100% - -
Shawa Westfield England & 100% -
Limited Wales
Shawa Rupert Street England &
Limited* Wales 100% 100% - -
Comptoir Stratford England &
Limited* Wales 100% 100% - -
Comptoir South Ken England &
Limited* Wales 100% 100% - -
Comptoir Soho England &
Limited* Wales 100% 100% - -
Comptoir Central
Production England &
Limited* Wales 100% 100% - -
Comptoir Westfield
London England &
Limited* Wales 100% 100% - -
Levant Restaurants
Group England &
Limited* Wales 100% 100% - -
Comptoir Chelsea England &
Limited* Wales 100% 100% - -
Comptoir Bluewater England &
Limited* Wales 100% 100% - -
Comptoir Wigmore England &
Limited* Wales 100% 100% - -
Comptoir Kingston England &
Limited* Wales 100% 100% - -
Comptoir Broadgate England &
Limited* Wales 100% 100% - -
Comptoir Manchester England &
Limited* Wales 100% 100% - -
Comptoir Restaurants England &
Limited Wales 100% 100% - -
Comptoir Leeds England &
Limited* Wales 100% 100% - -
Comptoir Oxford
Street England &
Limited* Wales 100% 100% - -
Comptoir I.P. England &
Limited* Wales 100% 100% - -
Comptoir Reading England &
Limited* Wales 100% 100% - -
England &
TKCH Limited* Wales 100% 100% - -
Comptoir Bath England &
Limited* Wales 100% 100% - -
Comptoir Exeter England &
Limited* Wales 100% 100% - -
Yalla Yalla
Restaurants England &
Limited Wales 100% 100% - -
Comptoir Haymarket England &
Ltd* Wales 100% 100% - -
Comptoir Oxford England &
Limited* Wales 100% 100% - -
---------------------- ------------------- ------- -------------------- -------------------- --------------------
* Dormant companies
** 52 weeks ending 2 January 2022
13. Inventories
Group
2 January 31 December
2022 2020
GBP GBP
Finished goods and goods for resale 465,890 424,673
------------------------------------- ---------- ------------
14. Trade and other receivables
Group
2 January 31 December
2022 2020
GBP GBP
Trade receivables 51,389 50,027
Other receivables 323,687 576,320
Prepayments and accrued income 323,918 474,575
Total trade and other receivables 698,994 1,100,922
----------------------------------- ---------- ------------
15. Trade and other payables
Group
2 January 31 December
2022 2020
GBP GBP
Trade payables 2,027,821 2,517,573
Accruals 3,054,952 3,265,436
Other taxation and social security 996,938 637,640
Other payables 51,828 107,019
Total trade and other payables 6,131,539 6,527,668
------------------------------------ ---------- ------------
16. Borrowings
Group
2 January 31 December
2022 2020
Amounts falling due within one year: GBP GBP
Bank loans (see below) 600,000 250,000
Total borrowings 600,000 250,000
----------------------------------------------- ---------- ------------
Amounts falling due after more than one year:
Bank loans (see below) 2,200,000 2,750,000
Total borrowings 2,200,000 2,750,000
----------------------------------------------- ---------- ------------
The bank loan relates to a GBP3m Coronavirus Business
Interruption Loan Scheme ("CBILS") loan.
The CBILS loan is secured by way of fixed charges over the
assets of various Group companies. The CBIL loan of GBP3,000,000
represent amounts repayable within one year of GBP600,000 (2020:
250,000) and GBP2,200,000 (2020: GBP2,750,000) repayable in more
than one year. The bank loan has a six-year term with maturity date
in 2026. The loan has an initial interest free period of 12 months
followed by a rate of interest of 2.5% over the Bank base rate.
17. Provisions for liabilities
Group
2 January 31 December
2022 2020
GBP GBP
Provisions for leasehold property dilapidations 133,369 106,411
Provisions for rent reviews per lease agreements 373,033 373,032
Provisions for payroll pension costs 353,012 353,012
Total provisions 859,414 832,455
-------------------------------------------------- ---------- ------------
Movements on provisions: GBP GBP
At 1 January 2021 832,455 438,570
Provision in the year (net of releases) 26,959 393,885
Total at 2 January 2022 859,414 832,455
-------------------------------------------------- ---------- ------------
Provisions for leasehold property dilapidation repairs are
recognised when the Group has a present obligation to carry out
dilapidation repair work on the leasehold premises before the
property is vacated. The amount recognised as a provision is the
best estimate of the costs required to carry out the dilapidations
work and is spread over the expected period of the tenancy.
Provisions for rent reviews relates to any increases in rent
that may become payable based on scheduled rent review dates as per
lease agreements.
The payroll provision relates to a one-off provision as a result
of a review of the current pension scheme in place as part of a
planned transition to Payroll Bureau services.
18. Deferred taxation
Deferred tax assets and liabilities are offset where the Group
or Company has a legally enforceable right to do so. The following
is the analysis of the deferred tax balances (after offset) for
financial reporting purposes:
Group Liabilities Liabilities Assets Assets
2022 2020 2022 2020
GBP GBP GBP GBP
Accelerated capital (344,190) - - -
allowances
Tax losses - - 450,849 -
------------------------
(344,190) - 450,849 -
----------------------- -------------------- ------------------------ ----------------------
Movements in the Group Group
year:
2022 2020
GBP GBP
Net liability at 1
January (0) (30,695)
(Credit)/charge to
Statement of
Comprehensive
Income (note 8) (106,659) 30,695
Net asset at year
end (106,659) (0)
------------------------ ----------------------
The deferred tax liability set out above is related to
accelerated capital allowances and will reverse over the period
that the fixed assets to which it relates are depreciated. The
deferred tax asset on tax losses has been recognised as management
expect that there will be sufficient profits available in future to
utilise against this amount.
19. Share capital
Authorised, issued and fully paid Number of 1p shares
2 January 31 December
2022 2020
Brought forward 122,666,667 122,666,667
Issued in the period - -
At the end of the year 122,666,667 122,666,667
----------------------------------- ------------------------------ ------------------------------
Nominal value
2 January 31 December
2022 2020
GBP GBP
Brought forward 1,226,667 1,226,667
Issues in the period - -
At the end of the year 1,226,667 1,226,667
----------------------------------- ------------------------------ ------------------------------
20. Other reserves
The other reserves amount of GBP129,722 (2020: GBP97,286) on the
balance sheet reflects the credit to equity made in respect of the
charge for share-based payments made through the income statement
and the purchase of shares in the market in order to satisfy the
vesting of existing and future share awards under the Long-Term
Incentive Plan. For further details, refer to note 22.
21. Retirement benefit schemes
Defined contribution schemes 2 January 31 December
2022 2020
GBP GBP
Charge to profit and loss 140,908 107,125
------------------------------ ---------- ------------
A defined contribution scheme is operated for all qualifying
employees. The assets of the scheme are held separately from those
of the Group in an independently administered fund.
22. Share-based payments
Equity-settled share-based payments
On 4 July 2018, the Group established a Company Share Option
Plan ("CSOP") under which 4,890,000 share options were granted to
key employees. On the same day, the options which had been granted
under the Group's existing EMI share option scheme were
cancelled.
The new CSOP scheme includes all subsidiary companies headed by
Comptoir Group PLC. The exercise price of all of the options is
GBP0.1025 and the term to expiration is 3 years from the date of
grant, being 4 July 2018. All of the options have the same vesting
conditions attached to them.
On 21 May 2021, the Group established a new Company Share Option
Plan ("CSOP") under which 3,245,000 share options were granted to
key employees. The CSOP scheme includes all subsidiary companies
headed by Comptoir Group PLC. The exercise price of all of the
options is GBP0.0723 and the term to expiration is 3 years from the
date of grant, being 21 May 2021. All of the options have the same
vesting conditions attached to them.
A share-based payment charge of GBP32,436 (2020: GBP14,578) was
recognised during the year in relation to the new scheme and this
amount is included within administrative expenses and added back in
calculating adjusted EBITDA.
2 January 31 December
2022 2020
Average Average
Exercise Exercise
price price
No. of GBP No. of GBP
shares shares
CSOP options
Options
outstanding,
beginning
of year 3,310,000 0.1025 4,690,000 0.1025
Granted 3,245,000 0.0723 - -
Cancelled (510,000) - (1,380,000) 0.1025
Options
outstanding,
end
of year 6,045,000 0.0874 3,310,000 0.1025
-------------- --------------------- --------------------------- --------------------------- ---------------------------
Options
exercisable,
end
of year 3,200,000 0.1025 - -
-------------- --------------------- --------------------------- --------------------------- ---------------------------
The Black-Scholes option pricing model is used to estimate the
fair value of options granted under the Group's share-based
compensation plan. The range of assumptions used and the resulting
weighted average fair value of options granted at the date of grant
for the Group were as follows:
July 2018 May 2021
On grant On grant
date date
Risk free rate of return 0.1% 0.39%
Expected term 3 years 3 years
Estimated volatility 51.3% 64%
Expected dividend yield 0% 0%
Weighted average fair value of options granted GBP0.03527 GBP0.03050
------------------------------------------------ ----------- -----------
Risk free interest rate
The risk-free interest rate is based on the UK 10-year Gilt
yield.
Expected term
The expected term represents the maximum term that the Group's
share options in relation to employees of the Group are expected to
be outstanding. The expected term is based on expectations using
information available.
Estimated volatility
The estimated volatility is the amount by which the price is
expected to fluctuate during the period. No share options were
granted during the current year, the estimated volatility for the
share options issued in the prior year was determined based on the
standard deviation of share price fluctuations of similar
businesses.
Expected dividends
Comptoir's board of directors may from time to time declare
dividends on its outstanding shares. Any determination to declare
and pay dividends will be made by Comptoir Group PLC's board of
directors and will depend upon the Group's results, earnings,
capital requirements, financial condition, business prospects,
contractual restrictions and other factors deemed relevant by the
board of directors. In the event that a dividend is declared, there
is no assurance with respect to the amount, timing or frequency of
any such dividends. Based on this uncertainty and unknown
frequency, no dividend rate was used in the assumptions to
calculate the share based compensation expense.
23. Reconciliation of profit/(loss) to cash generated from
operations
2 January 31 December
2022 2020
GBP GBP
Operating profit/(loss) for the year 2,347,261 (7,238,970)
Depreciation 3,659,196 4,020,265
Loss on disposal of fixed assets 38,098 171,617
Impairment of assets 336,356 4,019,871
Rent concessions (1,284,744) (982,209)
Lease modifications (444,359) (340,494)
Share-based payment charge 32,436 14,578
Movements in working capital
(Increase)/decrease in inventories (41,219) 169,736
Decrease in trade and other receivables 401,934 1,102,052
(Decrease)/increase in payables and provisions (369,173) 1,905,948
Cash from operations 4,675,786 2,842,394
------------------------------------------------ ------------------------- -------------------------
24. Reconciliation of changes in cash to the movement in net
cash/(debt)
Net cash/(debt): 2 January 31 December
2022 2020
GBP GBP
At the beginning of the period (17,771,065) (21,914,841)
Movements in the year:
Bank and other borrowings 200,000 (2,660,924)
Lease liabilities 2,014,626 2,458,474
Non-cash movements in the period 207,778 1,589,160
Cash inflow 2,034,123 2,757,066
At the end of the period (13,314,538) (17,771,065)
---------------------------------- -------------------------- -------------------------
Represented At 1 January Cash flow Non- cash At 31 December
by: 2020 movements flow movements 2020
in the period in the period
GBP GBP GBP GBP
Cash and
cash
equivalents 5,076,610 2,757,066 - 7,833,676
Bank loans (339,076) (2,660,924) - (3,000,000)
Lease
liabilities (26,652,375) 2,458,474 1,589,160 (22,604,741)
(21,914,841) 2,554,616 1,589,160 (17,771,065)
------------- -------------------------- -------------------------- -------------------------------- -------------------------
At 1 January Cash flow Non- cash At 2 January
2021 movements flow movements 2022
in the period in the period
GBP GBP GBP GBP
Cash and
cash
equivalents 7,833,676 2,034,123 - 9,867,799
Bank loans (3,000,000) 200,000 - (2,800,000)
Lease
liabilities (22,604,741) 2,014,626 207,778 (20,382,337)
(17,771,065) 4,248,749 207,778 (13,314,538)
------------- -------------------------- -------------------------- -------------------------------- -------------------------
25. Financial instruments
The Group finances its operations through equity and borrowings,
with the borrowing interest subject to 2.5% per annum over base
rate.
Management pay rigorous attention to treasury management
requirements and continue to:
-- ensure sufficient committed loan facilities are in place to
support anticipated business requirements;
-- ensure the Group's debt service will be supported by
anticipated cash flows and that covenants will be complied with;
and
-- manage interest rate exposure with a combination of floating
rate debt and interest rate swaps when deemed appropriate.
The Board closely monitors the Group's treasury strategy and the
management of treasury risk. Further details of the Group's capital
risk management can be found in the report of the Directors.
Further details on the business risk factors that are considered
to affect the Group are included in the strategic report and more
specific financial risk management (including sensitivity to
increases in interest rates) are included in the Report of the
Directors. Further details on market and economic risk and headroom
against covenants are included in the Strategic Report.
Financial assets and liabilities
Group financial assets:
2 January 31 December
2022 2020
GBP GBP
Cash and cash equivalents 9,867,799 7,833,676
Trade and other receivables 375,076 1,093,890
Total financial assets 10,242,875 8,927,566
-------------------------------------------- ----------- ------------
Group financial liabilities: 2 January 31 December
2022 2020
GBP GBP
Trade and other payables excl. corporation
tax 5,919,360 6,527,668
Bank loan 600,000 250,000
Short-term financial liabilities 6,519,360 6,777,668
-------------------------------------------- ----------- ------------
Bank loan 2,200,000 2,750,000
Long-term financial liabilities 2,200,000 2,750,000
-------------------------------------------- ----------- ------------
Total financial liabilities 8,719,360 9,527,668
-------------------------------------------- ----------- ------------
The bank loan has an interest rate of 2.5% per annum over base
rate.
The maturity profile of anticipated gross future cash flows,
including interest, relating to the Group's non-derivative
financial liabilities, on an undiscounted basis, are set out
below:
Trade and Bank loans
other payables
*
GBP GBP
As at 31 December 2020
Within one year 6,527,668 250,000
Within two to five years - 2,750,000
Total 6,527,668 3,000,000
-------------------------- ------------------------------ -----------
As at 2 January 2022
Within one year 6,990,953 600,000
Within two to five years - 2,200,000
Total 6,990,953 2,800,000
-------------------------- ------------------------------ -----------
*excluding corporation tax
Fair value of financial assets and liabilities
All financial assets and liabilities are accounted for at cost
and the Directors consider the carrying value to approximate their
fair value.
26. Financial risk management
The Group's and Company's financial instruments comprise
investments, cash and liquid resources, and various items, such as
trade receivables and trade payables that arise directly from its
operations. The vast majority of the Group's and Company's
financial investments are denominated in sterling.
Neither the Group nor the Company enter into derivatives or
hedging transactions. It is, and has been throughout the period
under review, the Group's and Company's policy that no trading in
financial instruments shall be undertaken.
The main risks arising from the Group's and Company's financial
instruments are credit risk, liquidity risk, foreign currency risk,
interest rate risk and investment risk. The Group does not have a
material exposure to foreign currency risk.
The board reviews policies for managing each of these risks, and
they are summarised as follows:
Credit Risk
Credit risk refers to the risk that a counterparty will default
on its contractual obligations resulting in financial losses to the
Group. Counterparties for cash balances are with large established
financial institutions. The Group is exposed to credit related
losses in the event of non-performance by the financial
institutions but does not expect them to fail to meet their
obligations.
As a retail business with trading receipts settled either by
cash or credit and debit cards, there is very limited exposure from
customer transactions. The Group is exposed to credit risk in
respect of commercial discounts receivable from suppliers but the
Directors believe adequate provision has been made in respect of
doubtful debts and there are no material amounts past due that have
not been provided against.
The carrying amount of financial assets recorded in the
financial statements, net of any allowances for losses, represents
the Group's maximum exposure to credit risk.
Liquidity risk
The Group has built an appropriate mechanism to manage liquidity
risk of the short, medium and long-term funding and liquidity
management requirements. Liquidity risk is managed through the
maintenance of adequate cash reserves and bank facilities by
monitoring forecast and actual cash flows and matching the maturity
profiles of financial assets and liabilities. The Group's loan
facilities (as set out in note 16), ensure continuity of funding,
provided the Group continues to meet its covenant requirements (as
detailed in the report of the Directors).
Foreign currency risk
The Group is not materially exposed to changes in foreign
currency rates and does not use foreign exchange forward
contracts.
Interest rate risk
Exposure to interest rate movements has been controlled
historically through the use of floating rate debt to achieve a
balanced interest rate profile. The Group does not currently have
any interest rate swaps in place as the continued reduction in the
level of debt combined with current market conditions results in a
low level of exposure. The Group's exposure will continue to be
monitored and the use of interest rate swaps may be considered in
the future.
Investment risk
Investment risk includes investing in companies that may not
perform as expected. The Group's investment criteria focus on the
quality of the business and the management team of the target
company, market potential
and the ability of the investment to attain the returns required
within the time horizon set for the investment. Due diligence is
undertaken on each investment. The Group regularly reviews the
investments in order to monitor the level of risk and mitigate
exposure where appropriate.
27. Lease commitments
The Group has leases assets including 25 restaurants and one
head office location within the United Kingdom. The Group has
elected to not take the practical expedient for short term and low
values leases, therefore all leases have been included. The
remaining lease terms range from less than one year to 21 years
with an average remaining lease term of 8 years.
Information about leases for which the Group is a lessee is
presented below:
Net book value of right of use assets 2 January 31 December
2022 2020
GBP GBP
Balance at 1 January 17,596,744 23,951,079
Additions 961,807 -
Depreciation chage (2,286,551) (2,650,381)
Impairment charge (70,101) (2,532,866)
Modifications (241,519) (1,171,088)
15,960,380 17,596,744
--------------------------------------- ------------------------ -----------------------------
Maturity analysis - contractual undiscounted 2 January 31 December
cash flows 2022 2020
GBP GBP
Within one year (3,108,285) (3,207,583)
More than one year (21,746,711) (24,723,329)
(24,854,996) (27,930,912)
---------------------------------------------- --------------------- ---------------------
Lease liabilities included in the statement 2 January 31 December
of financial position 2022 2020
GBP GBP
Current (2,387,104) (2,443,198)
Non-current (17,995,233) (20,161,543)
(20,382,337) (22,604,741)
--------------------------------------------- --------------------- ---------------------
2 January 31 December
Amounts charged/(credited) in profit or loss 2022 2020
GBP GBP
Interest on lease liabilities 801,037 904,632
Expenses relating to variable lease payments 613,531 185,456
Rent concessions (1,284,744) (982,209)
Lease modifications (444,359) (340,494)
(314,535) (232,616)
---------------------------------------------- ----------------------- -----------------------
Some site leases contained clauses on variable lease payments
where additional lease payments may be required dependant on the
revenue being generated at that particular site. Variable lease
payments ranged from 9% -15% of revenue in excess of the existing
base rent per the respective lease agreements.
2 January 31 December
Amounts recognised in statement of cash flow 2022 2020
GBP GBP
Total cash outflow for leases 2,014,626 2,458,474
2,014,626 2,458,474
---------------------------------------------- ---------- ------------
28. Contingent liabilities
The Group had no contingent liabilities at 2 January 2022 or 31
December 2020.
29. Capital commitments
The Group had no capital commitments of at 2 January 2022 or 31
December 2020.
30. Related party transactions
Remuneration in respect of key management personnel, defined as
the Directors for this purpose, is disclosed in note 6. Further
information concerning the Directors' remuneration is provided in
the Directors' remuneration report. During the year, the Group paid
fees to the following related parties:
Remuneration Pension Total
GBP GBP GBP
P Hanna 59,688 803 60,491
M Kitous 37,184 948 38,132
L Kitous 20,682 313 20,995
117,555 2,064 119,619
---------- ------------- -------- --------
During the year, the Group also paid fees of GBP41,250 (2020:
GBP26,250) to Messrs Gerald Edelman, a firm in which director R
Kleiner is a partner. The fees were paid in relation to his
non-executive director role, as well as accountancy and corporate
finance services provided to the Group.
31. Subsequent events
Subsequent to the year end, from 3 January 2022 we have traded
with all sites open subject to government restrictions. On 26
January 2022, all restrictions were lifted and the Group was fully
operational across all sites.
32. Ultimate controlling party
The Company has a number of shareholders and is not under the
control of any one person or ultimate controlling party.
Parent Company accounts (under UK GAAP)
Company balance sheet as at 2 January 2022
Notes 2 January 31 December
2022 2020
GBP GBP
Fixed assets
Property, plant and equipment iii 11,749 13,404
Intangible assets iv 42,110 51,106
Investments v 131,102 98,666
184,961 163,176
Current assets
Debtors vi 4,178,022 2,078,363
Cash and cash equivalents 517,285 2,684,626
4,695,307 4,762,989
----------------------------------------------- ----------------------------- -------------------------------
Total assets 4,880,268 4,926,165
------------------------------------------------ ----------------------------- -------------------------------
Liabilities
Current liabilities
Creditors vii (1,197,993) (1,046,463)
Borrowings viii (600,000) (250,000)
(1,797,993) (1,296,463)
----------------------------------------------- ----------------------------- -------------------------------
Non-current liabilities
Borrowings viii (2,200,000) (2,750,000)
Provisions for liabilities ix (1,070) (825)
Total liabilities (3,999,063) (4,047,288)
------------------------------------------------ ----------------------------- -------------------------------
Net assets 881,205 878,877
------------------------------------------------ ----------------------------- -------------------------------
Equity
Share capital x 1,226,667 1,226,667
Share premium x 10,050,313 10,050,313
Other reserves x 129,722 97,286
Retained earnings x (10,525,497) (10,495,389)
--------------------------------------- ----------------------------- -------------------------------
Total equity - attributable to equity
shareholders of the company 881,205 878,877
------------------------------------------------ ----------------------------- -------------------------------
Parent Company accounts (under UK GAAP)
The financial statements of Comptoir Group Plc (company
registration number 07741283 ) were approved by the Board of
Directors and authorised for issue on 27 May 2022 and were signed
on its behalf by:
Chaker Hanna
Chief Executive Director
Company financial statements - under UK GAAP
Accounting policies and basis of preparation
Basis of accounting
The financial statements for the Company have been prepared
under FRS 102 'The Financial Reporting Standard applicable in the
UK and Republic of Ireland' (FRS 102") and the requirements of the
Companies Act 2006. The Group financial statements have been
prepared under UK-adopted International Accounting Standards and
are shown separately. The Company financial statements have been
prepared under the historical cost convention in accordance with
applicable UK accounting standards and on the going concern
basis.
Going concern
The Board of Directors have, at the time of approving the
financial statements, a reasonable expectation that the Company has
adequate resources to continue in operational existence for the
foreseeable future. More details on the going concern uncertainties
are discussed in the going concern note in the Principal Accounting
Policies for the Consolidated Financial Statements. Thus, the Board
continues to adopt the going concern basis of accounting in
preparing the financial statements.
Dividends
Equity dividends are recognised when they become legally
payable. Interim dividends are recognised when paid. Final equity
dividends are recognised when approved by the shareholders at an
annual general meeting.
Investments in subsidiaries
The consolidated financial statements incorporate the financial
statements of the Company and entities controlled by the Group (its
subsidiaries).
The results of subsidiaries acquired or disposed of during the
year are included in total comprehensive income from the effective
date of acquisition and up to the effective date of disposal, as
appropriate using accounting policies consistent with those of the
parent. All intra-group transactions, balances, income and expenses
are eliminated in full on consolidation.
Investments are valued at cost less any provision for
impairment.
Intangible assets - Goodwill
Goodwill is the difference between amounts paid on the
acquisition of a business and the fair value of the identifiable
assets and liabilities. It is amortised to the income statement
over its economic life, which is estimated to be ten years from the
date of acquisition.
Share-based payment transactions
The share options have been accounted for as an expense in the
Company in which the employees are employed, using a valuation
based on the Black-Scholes model.
An increase in the investment held by the Company in the
subsidiary in which the employees are employed, with a
corresponding increase in equity, is recognised in the accounts of
the Company. Information in respect of the Company's share-based
payment schemes is provided in Note 22 to the consolidated
financial statements.
The value is accounted for as a capital contribution in relevant
Group subsidiaries that employ the staff members to whom awards of
share options have been made.
Reserves
The Company's reserves are as follows:
-- Called up share capital represents the nominal value of the shares issued.
-- Share premium represents amounts paid in excess of the nominal value of shares.
-- Other reserves represent share-based payment charges recognised in equity, and;
-- Retained earnings represents cumulative profits or losses,
net of dividends paid and other adjustments.
i) Profit attributable to members of the holding company
As permitted by section 408 of the Companies Act 2006, a
separate profit and loss account has not been presented for the
holding company. During the year the Company recorded a loss of
GBP30,108 (2020: GBP12,447,681) Remuneration of the auditor is
borne by a subsidiary undertaking, Timerest Limited.
ii) Employee costs and numbers
The Company has no employees. All Group employees and Directors'
remuneration are disclosed within the Group's consolidated
financial statements.
iii) Property, plant and equipment
Leasehold Plant and Fixture, Total
Land and machinery fittings
buildings & equipment
GBP GBP GBP GBP
Cost
At 1 January
2020 11,290 26,655 5,555 43,500
Additions - - - -
At 31
December
2020 11,290 26,655 5,555 43,500
-------------- --------------------------- --------------------------- --------------------------- ---------------------------
Accumulated
depreciation
and
impairment
At 1 January
2020 (11,290) (15,486) (2,447) (29,223)
Depreciation
during the
year - (718) (155) (873)
At 31
December
2020 (11,290) (16,204) (2,602) (30,096)
-------------- --------------------------- --------------------------- --------------------------- ---------------------------
Net Book
Value as at
31
December
2019 - 11,169 3,108 14,277
Net Book
Value as at
31
December
2020 - 10,451 2,953 13,404
-------------- --------------------------- --------------------------- --------------------------- ---------------------------
Cost
At 1 January
2021 11,290 26,655 5,555 43,500
Additions - - - -
At 2 January
2022 11,290 26,655 5,555 43,500
-------------- --------------------------- --------------------------- --------------------------- ---------------------------
Accumulated
depreciation
and
impairment
At 1 January
2021 (11,290) (16,204) (2,602) (30,096)
Depreciation
during the
year - (1,381) (274) (1,655)
At 2 January
2022 (11,290) (17,585) (2,876) (31,751)
-------------- --------------------------- --------------------------- --------------------------- ---------------------------
Net Book
Value as at
31
December
2020 - 10,451 2,953 13,404
--------------------------- --------------------------- --------------------------- ---------------------------
Net Book
Value as at
2
January 2022 - 9,070 2,679 11,749
-------------- --------------------------- --------------------------- --------------------------- ---------------------------
iv) Intangible assets
Goodwill Total
GBP
Cost
At 1 January 2020 89,961
Additions during the year -
At 31 December 2020 89,961
----------------------------------------- --------------------------------
Accumulated amortisation and impairment
At 1 January 2020 (29,859)
Amortisation during the year (8,996)
Impairment during the year -
At 31 December 2020 (38,855)
----------------------------------------- --------------------------------
Net Book Value as at 31 December 2019 60,102
----------------------------------------- --------------------------------
Net Book Value as at 31 December 2020 51,106
----------------------------------------- --------------------------------
Cost
At 1 January 2021 89,961
Additions during the year -
At 2 January 2022 89,961
----------------------------------------- --------------------------------
Accumulated amortisation and impairment
At 1 January 2021 (38,855)
Amortisation during the year (8,996)
Impairment during the year -
At 2 January 2022 (47,851)
----------------------------------------- --------------------------------
Net Book Value as at 31 December 2020 51,106
----------------------------------------- --------------------------------
Net Book Value as at 2 January 2022 42,110
----------------------------------------- --------------------------------
In accordance with FRS 102, goodwill arising on business
combinations is amortised over the expected life of the asset and
is subject to an impairment review annually if the life of the
assets is indefinite or expected to be greater than 10 years, or
more frequently if events or changes in circumstances indicate that
it might be impaired. Therefore, goodwill arising on acquisition is
monitored to compare the value in use to its carrying value. The
intangible assets reported on the statement of financial position
consists of goodwill arising on the acquisition on 14 December 2016
of the trade and assets of Agushia Limited.
v) Investments in subsidiary undertakings
Shares Loans Total
and other
GBP GBP GBP
Cost
At 31 December 2020 1,380 97,286 98,666
Share-based payment charge on new share
scheme - 32,436 32,436
At 2 January 2022 1,380 129,722 131,102
----------------------------------------- ----------------------- ----------------------- -----------------------
Amounts written off
31 December 2020 - - -
2 January 2022 - - -
Net book value at 31 December 2020 1,380 97,286 98,666
----------------------- ----------------------- -----------------------
Net book value at 2 January 2022 1,380 129,722 131,102
----------------------------------------- ----------------------- ----------------------- -----------------------
vi) Debtors
2 January 31 December
2022 2020
GBP GBP
Other debtors 4,339 90
Amounts receivable from group undertakings 4,171,566 2,078,000
Total 4,175,905 2,078,090
-------------------------------------------- ---------- ------------
Amounts falling due after more than one
year:
Deferred tax asset 2,117 273
Total 4,178,022 2,078,363
-------------------------------------------- ---------- ------------
.
vii) Creditors
2 January 31 December
2022 2020
GBP GBP
Amounts due to group undertakings 527,105 528,475
Other creditors 670,888 517,988
Total 1,197,993 1,046,463
----------------------------------- ---------- ------------
viii) Borrowings
2 January 31 December
2022 2020
Amounts falling due within one year: GBP GBP
Bank loans (see below) 600,000 250,000
Total borrowings 600,000 250,000
----------------------------------------- ---------- ------------
Amounts falling due after more than one
year:
Bank loans (see below) 2,200,000 2,750,000
Total borrowings 2,200,000 2,750,000
----------------------------------------- ---------- ------------
The bank loan relates to a GBP3m Coronavirus Business
Interruption Loan Scheme ("CBILS") loan.
The CBILS loan is secured by way of fixed charges over the
assets of various Group companies. The CBIL loan of GBP3,000,000
represent amounts repayable within one year of GBP600,000 (2020:
250,000) and GBP2,200,000 (2020: GBP2,750,000) repayable in more
than one year. The bank loan has a six-year term with maturity date
in 2026. The loan has an initial interest free period of 12 months
followed by a rate of interest of 2.5% over the Bank base rate.
ix) Provisions
Deferred tax recognised in balance sheet: Total
GBP
Deferred tax liabilities:
Brought forward 825
Charge/(credit) to profit or loss 245
Total 1,070
------------------------------------------- -------------------------------
x) Share capital and reserves
Share Share Other Retained Total
capital premium reserves earnings
GBP GBP GBP GBP GBP
At 1 January
2020 1,226,667 10,050,313 82,708 1,952,314 13,312,002
Share-based
payment
charge - - 14,578 - 14,578
Total
comprehensive
loss
for the year - - - (12,447,703) (12,447,703)
At 31 December
2020 1,226,667 10,050,313 97,286 (10,495,389) 878,877
--------------- ----------------------- ----------------------- ----------------------- ----------------------- -------------------
At 1 January
2021 1,226,667 10,050,313 97,286 (10,495,389) 878,877
Share-based
payment
charge - - 32,436 - 32,436
Total
comprehensive
loss
for the year - - - (30,108) (30,108)
At 2 January
2022 1,226,667 10,050,313 129,722 (10,525,497) 881,205
--------------- ----------------------- ----------------------- ----------------------- ----------------------- -------------------
xi) Contingent liabilities
The Company had no contingent liabilities at 2 January 2022 or
31 December 2020.
xii) Capital commitments
The Company had no capital commitments at 2 January 2022 or 31
December 2020.
xiii) Related party transactions
The Company has taken advantage of the exemption in FRS 102 and
has not disclosed transactions entered into between members of the
Group.
xiv) Ultimate controlling party
The Company has no ultimate controlling party.
xv) Subsequent events
Details of subsequent events relating to COVID-19 are discussed
in note 31 to the Group financial statements.
Notice of Annual General Meeting
Comptoir Group PLC
Registered in England and Wales with no. 7741283
Notice is hereby given that the 2022 Annual General Meeting of
Comptoir Group Plc will be held at 73, Cornhill, London EC3V 3QQ on
30 June 2022 at 3.00 p.m. for the transaction of the following
business:
ORDINARY BUSINESS
As ordinary business to consider and, if thought fit, to pass
the following resolutions, each of which will be proposed as
ordinary resolutions:
-- THAT, the Company's annual accounts for the year ended 2
January 2022, together with the report of the auditors and the
directors thereon, be received and adopted.
-- THAT, Richard Kleiner, who retires in accordance with the
Company's articles of association, be re-elected as a director.
-- THAT, Michael Toon, who retires in accordance with the
Company's articles of association, be re-elected as a director.
-- THAT, UHY Hacker Young LLP be re-appointed as auditors to the
Company until the conclusion of the next Annual General Meeting at
which accounts of the Company are presented and the directors be
authorised to fix their remuneration.
SPECIAL BUSINESS
As special business to consider and, if thought fit, to pass the
following resolutions, of which resolution 5 will be proposed as an
ordinary resolution and resolution 6 as a special resolution:
1. THAT, the directors be and they are generally and
unconditionally authorised for the purposes of section 551 of the
Companies Act 2006 (the "Act") to exercise all the powers of the
Company to allot shares, or to grant rights to subscribe for or to
convert any securities into shares, of up to an aggregate nominal
amount of GBP96,000 during the period commencing on the passing of
this resolution and expiring on the date of the next annual general
meeting of the Company (unless previously revoked, varied or
extended by the Company in general meeting), but so that the
Company may before such expiry make an offer or agreement which
would or might require shares to be allotted, or rights to
subscribe for or to convert any securities into shares to be
granted, after such expiry and the directors may allot shares, or
grant rights to subscribe for or to convert any securities into
shares, in pursuance of such offer or agreement notwithstanding
that the authority conferred by this resolution has expired. This
authority is in substitution for all subsisting authorities, to the
extent unused.
2. THAT, the directors be and they are empowered during the
period commencing on the passing of this resolution and expiring on
the date of the next annual general meeting of the Company (unless
previously revoked, varied or extended by the Company in general
meeting) pursuant to section 570(1) of the Act to allot equity
securities (within the meaning of section 560(1) of the Act) wholly
for cash pursuant to the authority conferred by resolution 5 above
as if section 561(1) of the Act did not apply to any such
allotment, provided that this power shall be limited to:
(i) the allotment of equity securities for cash up to an
aggregate nominal amount of GBP96,000; and
(ii) the allotment of equity securities in connection with an
offer of such securities by way of rights to holders of ordinary
shares in proportion (as nearly as may be practicable) to their
respective holdings of such shares, but subject to such exclusions
or other arrangements as the directors
may deem necessary or expedient in relation to fractional
entitlements or any legal or practical problems under the laws of
any territory, or the requirements of any regulatory body or stock
exchange, but so that this authority shall allow the Company to
make offers or agreements before the expiry and the directors may
allot equity securities in pursuance of such offers or agreements
as if the powers conferred hereby had not so expired.
By order of the Board
On behalf of Directors
Chaker Hanna
27 May 2022
Registered Office: Unit 2, Plantain Place, Crosby Row, London,
England, SE1 1YN
The following notes explain your general rights as a shareholder
and your right to attend and vote at this Meeting or to appoint
someone else to vote on your behalf.
1. To be entitled to attend and vote at the Meeting (and for the
purpose of the determination by the Company of the number of votes
they may cast), shareholders must be registered in the Register of
Members of the Company at close of trading on 28 June 2022. Changes
to the Register of Members after the relevant deadline shall be
disregarded in determining the rights of any person to attend and
vote at the Meeting.
2. Shareholders, or their proxies, intending to attend the
Meeting in person are requested, if possible, to arrive at the
Meeting venue at least 20 minutes prior to the commencement of the
Meeting at 3.00 p.m. (UK time) 30 June 2022 so that their
shareholding may be checked against the Company's Register of
Members and attendances recorded.
3. Shareholders are entitled to appoint another person as a
proxy to exercise all or part of their rights to attend and to
speak and vote on their behalf at the Meeting.
4. A shareholder may appoint more than one proxy in relation to
the Meeting provided that each proxy is appointed to exercise the
rights attached to a different ordinary share or ordinary shares
held by that shareholder. A proxy need not be a shareholder of the
Company.
5. In the case of joint holders, where more than one of the
joint holders' purports to appoint a proxy, only the appointment
submitted by the most senior holder will be accepted. Seniority is
determined by the order in which the names of the joint holders
appear in the Company's Register of Members in respect of the joint
holding (the first named being the most senior).
6. A vote withheld is not a vote in law, which means that the
vote will not be counted in the calculation of votes for or against
the resolution. If no voting indication is given, your proxy will
vote or abstain from voting at his or her discretion. Your proxy
will vote (or abstain from voting) as he or she thinks fit in
relation to any other matter which is put before the Meeting.
7. You can vote either:
-- by logging on to www.signalshares.com and following the instructions; or
-- in the case of CREST members, by utilising the CREST
electronic proxy appointment service in accordance with the
procedures set out.
For a proxy appointment to be valid, it must be submitted and
received by Link Group by 3.00 p.m. on 28 June 2022 , which is not
less than 48 hours (excluding non-working holidays) before the time
appointed for the meeting, or adjourned meeting.
8. If you return more than one proxy appointment, the
appointment received last by the Registrar before the latest time
for the receipt of proxies will take precedence. You are advised to
read the terms and conditions of use carefully. Electronic
communication facilities are open to all shareholders and those who
use them will not be disadvantaged.
9. The return of a completed proxy, will not prevent a
shareholder from attending the Meeting and voting in person if
he/she wishes to do so.
10. CREST members who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service may do so for the
Meeting (and any adjournment of the Meeting) by using the
procedures described in the CREST Manual (available from
www.euroclear.com/site/public/EUI) . CREST Personal Members or
other CREST sponsored members, and those CREST members who have
appointed a service provider(s), should refer to their CREST
sponsor or voting service provider(s), who will be able to take the
appropriate action on their behalf.
In order for a proxy appointment or instruction made by means of
CREST to be valid, the appropriate CREST message (a 'CREST Proxy
Instruction') must be properly authenticated in accordance with
Euroclear UK & Ireland Limited's specifications and must
contain the information required for such instructions, as
described in the CREST Manual. The message must be transmitted so
as to be received by the issuer's agent (ID RA10) by 3.00 p.m. on
28 June 2022, which is not less than 48 hours (excluding
non-working holidays) before the time appointed for the meeting, or
adjourned meeting. For this purpose, the time of receipt will be
taken to mean the time (as determined by the timestamp applied to
the message by the CREST application host) from which the issuer's
agent is able to retrieve the message by enquiry to CREST in the
manner prescribed by CREST. After this time, any change of
instructions to proxies appointed through CREST should be
communicated to the appointee through other means.
11. CREST members and, where applicable, their CREST sponsors or
voting service providers should note that Euroclear UK &
Ireland Limited does not make available special procedures in CREST
for any particular message. Normal system timings and limitations
will, therefore, apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal
member, or sponsored member, or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting service
provider(s) take(s)) such action as shall be necessary to ensure
that a message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting system providers are
referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
12. Any corporation which is a shareholder can appoint one or
more corporate representatives who may exercise on its behalf all
of its powers as a shareholder provided that no more than one
corporate representative exercises powers in relation to the same
shares.
13. As at 25 May 2022 (being the latest practicable business day
prior to the publication of this Notice), the Company's ordinary
issued share capital consists of 122,666,667 ordinary shares,
carrying one vote each. Therefore, the total voting rights in the
Company as at 25 May 2022 are 122,666,667.
14. Under Section 527 of the Companies Act 2006, shareholders
meeting the threshold requirements set out in that section have the
right to require the Company to publish on a website a statement
setting out any matter relating to: (i) the audit of the Company's
financial statements (including the Auditor's Report and the
conduct of the audit) that are to be laid before the Meeting; or
(ii) any circumstances connected with an auditor of the Company
ceasing to hold office since the previous meeting at which annual
financial statements and reports were laid in accordance with
Section 437 of the Companies Act 2006 (in each case) that the
shareholders propose to raise at the relevant meeting. The Company
may not require the shareholders requesting any such website
publication to pay its expenses in complying with Sections 527 or
528 of the Companies Act 2006. Where the Company is required to
place a statement on a website under Section 527 of the Companies
Act 2006, it must forward the statement to the Company's auditor
not later than the time when it makes the statement available on
the website. The business which may be dealt with at the Meeting
for the relevant financial year includes any statement that the
Company has been required under Section 527 of the Companies Act
2006 to publish on a website.
15. Any shareholder attending the Meeting has the right to ask
questions. The Company must cause to be answered any such question
relating to the business being dealt with at the Meeting but no
such answer need be given if: (a) to do so would interfere unduly
with the preparation for the Meeting or involve the disclosure of
confidential information; (b) the answer has already been given on
a website in the form of an answer to a question; or (c) it is
undesirable in the interests of the Company or the good order of
the Meeting that the question be answered.
The following documents are available for inspection during
normal business hours at the registered office of the Company on
any business day from the date of this Notice until the time of the
Meeting and may also be inspected at the Meeting venue, as
specified in this Notice, from am on the day of the Meeting until
the conclusion of the Meeting:
Copies of the Directors' letters of appointment or service
contracts.
16. You may not use any electronic address (within the meaning
of Section 333(4) of the Companies Act 2006) provided in either
this Notice or any related documents (including the form of proxy)
to communicate with the Company for any purposes other than those
expressly stated.
17. A copy of this Notice, and other information required by
Section 311A of the Companies Act 2006, can be found on the
Company's website at www.comptoirlibanais.com.
This information is provided by RNS, the news service of the
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END
FR UBUNRUWUVUAR
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