The information on this page is being provided pursuant to the requirements of AIM Rule 26. This page was last updated on 31 July 2017.
Description of the business
A description of the business can be found in the About Us section.
Corporate Information
Company registration number: 7973930
Registered address: 1st Floor, 50-51 Berwick Street, London W1F 8SJ
Country of Incorporation and main country of operation: United Kingdom
Total number of shares in issue: 571,385,237 ordinary shares of 1p each in the company
Percentage of shares not in public hands: 52.8%
Total number of shares held in treasury: None
Total number of share options and warrants outstanding: 63,282,820 Assuming full exercise of the outstanding options and warrants, this would result in a dilution of 11.1% of the company’s current issued share capital
Restrictions on the trading of shares in issue: None
Takeover Code: The Company is subject to the provisions of the UK City Code on Takeovers and Mergers.
Directors
The names and details of the Directors can be found on The Team page.
Significant Shareholdings
Details of significant shareholders (owning more than 3% of the issued share capital) as disclosed to the Company as at 31 July 2017:
NAG Mankarious: 112,800,434 ordinary shares (19.74%)
S Wasif: 84,870,414 ordinary shares (14.85%)
DM Page: 81,039,331 ordinary shares (14.18%)
G Mascoli: 28,537,246 ordinary shares (4.99%)
P Solari: 22,670,250 ordinary shares (3.97%)
D Sykes: 17,767,709 ordinary shares (3.11%)
J & K Akhtar: 17,155,836 ordinary shares (3.00%)
Admission document and shareholder circulars
The company’s shareholder circular dated 30 March 2015 can be downloaded here
The company’s most recent admission document dated 30 September 2014 can be downloaded here.
The company’s previous admission document dated 19 February 2013 can be downloaded here.
Constitutional document
The Company’s Articles of Association can be downloaded here.
Financial Reports
Annual Report March 2017
Interim report September 2016
Annual Report March 2016
Interim report September 2015
Annual Report March 2015
Interim Report September 2014
Annual Report March 2014
Interim Report September 2013
Annual Report March 2013
Advisers
The names and details of the advisers can be found on Our Advisers page.
Announcements
The company’s most recent announcements can be viewed or downloaded here:
31 July 2017 – Grant of options
5 July 2017 – Notice of Annual Results
28 April 2017 – PDMR Shareholding
3 April 2017 – Year end trading update
22 March 2017 – TR-1: Notification of major interest in shares
17 March 2017 – Grant of options
11 January 2017 – PDMR Dealing
16 December 2016 – Half year report
31 October 2016 – Total voting rights
14 October 2016 – Director/PDMR Shareholding
26 September 2016 – Directorate Change
8 September 2016 – PDMR Shareholding
31 August 2016 – Total voting rights
25 August 2016 – Result of AGM
25 August 2016 – AGM Statement
5 August 2016 – Exercise of Warrants
3 August 2016 – Posting of annual report
28 July 2016 – Grant of Options
14th July 2016 – Final results
22nd June 2016 – Director dealing
27th April 2016 – Director dealing
11th April 2016 – Change of Registered Office
4th April 2016 – Year end trading update
16th March 2016 – Director shareholdings
3rd March 2016 – Director shareholding
17th December 2015 – Half yearly report
3rd November 2015 – Director shareholding
2nd November 2015 – New franchise agreement and restaurant openings update
28th August 2015 – Result of AGM
31st July 2015 – Final Results
29th July 2015 – Notice of results
15th May 2015 – Director shareholding
30th April 2015 – Total Voting Rights
23rd April 2015 – Total Voting Rights
20th April 2015 – Result of general meeting, further re acquisition and restaurant update
30th March 2015 – Proposed Acquisition, Fundraising, Notice of General Meeting
30th March 2015 – New Banking Arrangements
19th December 2014 – Half Yearly Report
18th November 2014 – Holding(s) in Company
18th November 2014 – Holding(s) in Company
20th October 2014 – First day of dealings on AIM
17th October 2014 – Result of GM and update re admission to AIM
30th September 2014 – Proposed acquisition of Kefi, move to AIM
29th August 2014 – Result of AGM
6th August 2014 – Final Results
1st July 2014 – Appointment of Director
28th February 2014 – Total Voting Rights
25th February 2014 – Grant of Options
24th February 2014 – Placing to raise £660,500
14th January 2014 – Directorate Change
23rd December 2013 – Unaudited Interim Results for the 6 months ended 29 September 2013
2nd December 2013 – Further re investment in Franco Manca restaurant franchise
1st October 2013 – Investment in Franco Manca restaurant franchise
30th August 2013 – The Result of AGM
14th August 2013 – Final Results
3rd May 2013 – Notification of major interest in shares
30th April 2013 – Placing of new shares
1st March 2013 – Grant of Options
20th February 2013 – Admission to trading on ISDX
AIM
Further details on the company’s listing on AIM can be found on the London Stock Exchange website. The Company’s shares are not traded on any other exchange.
Corporate Governance
The Directors recognise the importance of sound corporate governance and the Company intends, to comply with the QCA Guidelines so far as is practicable and appropriate for a public company
of its size and nature. As the Company grows, the Directors intend that the Company should develop policies and procedures which reflect the principles of good governance and other requirements set out in the UK Corporate Governance Code, to the extent that they are appropriate to the size and nature of the Company.
The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and corporate actions. Following Admission, the Company intends to hold Board meetings at least 6 times each financial year and at other times as and when required.
The Company has appointed Martin Chapman as the senior independent non-executive director. As the
Company develops and expands it is the intention of the Directors to appoint a second independent non-executive director to the Board at an appropriate time.
The Company has established audit and remuneration committees of the Board with formally delegated
duties and responsibilities.
The Audit Committee
The Audit Committee comprises Desmond Gunewardena, who will act as chairman of the Audit Committee, Martin Chapman, Nicholas Donaldson and Nicholas Wong. A quorum shall be two members of the Audit Committee. The Audit Committee will meet at least twice a year and at such other times as the chairman of the Audit Committee shall deem necessary. The Audit Committee receives and reviews reports from management and the Company’s auditors relating to the interim and annual accounts and keeps under review the accounting and internal controls which the Company has in place.
Remuneration Committee
The Remuneration Committee comprises of Martin Chapman, who will act as chairman of the Remuneration Committee, Desmond Gunewardena and David Page. A quorum shall be two members of the Remuneration Committee. The Remuneration Committee will meet at such times as the chairman of the Remuneration Committee or the Board deem necessary. The Remuneration Committee shall determine and review the terms and conditions of service of the executive directors and the non-executive directors. The Remuneration Committee will also review the terms and conditions of any proposed share incentive plans, to be approved by the Board and the Company’s shareholders.
Dealing Code
With effect from 3 July 2016 the Company has adopted a new code for dealings in securities of the Company by Directors, certain employees and persons closely associated with them. The Directors have been advised that this new code represents a reasonable and effective dealing policy and that it complies with the related changes to the AIM Rules and the Market Abuse Regulation concerning directors’ dealings. The Directors will comply with this new code and will take all reasonable steps to ensure compliance with the code by the Company’s “applicable employees”