The Chief Executive is responsible for the day-to-day running of the Company and for achieving the strategy agreed by the Board.


The non-executive Chairman ensures appropriate company governance. The other non-executive Director attends Board and Board Committee meetings. The Company has a remuneration committee and an audit committee. Simon Morgan is chairman and Robert Rayne a member of both committees.


The committee members are responsible for examining documents and changes which fall within the remit of that committee and advising the Board.


The Company is incorporated in England, which is also its main country of operation.



DIRECTORS


SIMON MORGAN

Non-Executive Chairman

Simon is currently a partner at Olswang LLP and is also a director of 34 Boscombe Road Freehold Ltd and New Notes & Noises Limited.




JONATHAN KAYE

Chief Executive

Jonathan was the founder and Chief Executive Officer of the Prezzo restaurant group. Prezzo was floated on AIM in 2002, with a market cap of £9.1 million. Jonathan grew Prezzo over a 13 year period to over 245 restaurants operating under the Prezzo (207 units) and Chimichanga (39 units) brands. Prezzo was sold in 2015 for £304 million to TPG Capital. Jonathan has a range of other business interests in property and leisure companies, and serves as a non-executive on the board of the Comptoir Libanais restaurant group.




MEHDI GASHI

Operations Director

Gashi started working in restaurants in 2001 when he joined Prezzo plc. While at Prezzo he played a key role in operations and delivering the roll out of the Prezzo restaurant brand across the UK. Gashi was appointed as an Executive Director of Prezzo plc in 2012. Gashi left Prezzo in March 2016 following its sale to TPG Capital for £304m.




SALVATORE DILIBERTO

Non Executive Director

Salvatore has a lifetime of experience in the catering industry. He was operations manager for City Hotels from 1972 to 1984 with responsibility for thirty restaurants. Salvatore joined City Centre Restaurants in 1984 as a director of The Black Angus Steak Houses Limited. He ran an independent restaurant from 1988 to 1993 as well as various franchises for the City Centre Group. He was managing director of ASK Restaurants Limited from 1994 to 2004.




THE HON. ROBERT RAYNE

Non Executive Director

Chairman of LMS Capital plc an international investment company listed on the Main Market of the London Stock Exchange. LMS Capital plc is a substantial shareholder of the Company. He has expertise in a wide range of sectors,including real estate, media, consumer, technology and energy. The Hon. Rayne has been on the boards of a number of public companies both in the USA and the UK, including First Leisure Corporation and Crown Sports plc and is currently Non-Executive Chairman of Derwent London plc, a central London specialist property company. He is also a director of Weatherford International Ltd, ChyronCorporation, as well as a number of unlisted companies.





ARTICLES OF ASSOCIATION

Number of AIM securities in issue: 124,979,072. The Company’s ordinary shares are listed, and can be traded, on AIM.


The Company has not applied or agreed to have any of its securities (including its AIM securities) admitted or traded on any other exchanges or trading platforms. There are no restrictions on the transfer of The Company’s AIM securities


Percentage of AIM securities not in public hands: 79.15%. There are no shares held as treasury shares.


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SHAREHOLDERS INFORMATION


Identity and percentage holdings of significant shareholders



Hon. Robert A Rayne 

Number of shares: 20,417,681 (16.34%)



Michinoko Limited 

Number of shares: 20,979,440 (16.79%)



Philip Kaye 

Number of shares: 25,654,304 (20.53%)



Salvatore Diliberto 

Number of shares: 26,236,441 (20.99%)

*includes 2,636,687 held by his wife, Irene Diliberto



Jonathan Kaye

Number of Shares: 5,104,395 (4.08%)



Corporate Governance

The Company is not compliant with any specific corporate governance code (e.g. Combined Code). The Company does seek however, so far as is practicable and appropriate for a company of its size and nature, to comply with the provisions of the UK Corporate Governance Code. The Company has one independent non-executive director to bring an independent view to the Board.




Takeover Regulations

The Company is subject to the UK City Code on Takeovers and Mergers.



Jonathan Kaye, the Chief Executive of the Company, and certain members of his extended family members have an existing shareholding in the Company.  In particular, Phillip Kaye, the uncle of Jonathan Kaye, is the Company’s largest shareholder, holding 25,654,304 Ordinary Shares in the Company, representing 20.53 per cent. of the Company’s current issued share capital. Due to the close family link, Jonathan Kaye and the members of his extended family are considered a concert party for the purposes of Rule 9 of The City Code on Takeovers and Mergers. Taking into account the ordinary shares held by members of the Concert Party and the new ordinary shares which could be issued to Jonathan Kaye pursuant to his share incentive scheme, the Concert Party will be beneficially interested in up to 39.90 per cent. of the enlarged Ordinary Share capital of the Company.



Shareholders should refer to the circular issued by the Company in October 2016 if they want further information on the concert party and their shareholding.



AIM Securities

The share capital numbers and interests set out in this page were last updated on 22 September 2017.