TIDMCOM
RNS Number : 5957U
Comptoir Group PLC
02 August 2022
2 August 2022
Comptoir Group plc
("Comptoir", the "Company" or the "Group")
Board changes and appointment of Nomad & Broker
-- Chaker Hanna (CEO) and Richard Kleiner (Chair) step down
-- Beatrice Lafon and Jean-Michel Orieux appointed to Board
-- finnCap appointed as Nominated Adviser and Broker
Board changes
Following the announcement on 28 June 2022 in relation to the
requests by Tony Kitous, Founder and Creative Director of Comptoir
Group plc, the Company announces that Mr Kleiner and Mr Hanna have
stepped down as Chair and CEO, respectively, with immediate
effect.
Ms Beatrice Lafon and Mr Jean-Michel Orieux have been appointed
to the Board with immediate effect as independent Non-Executive
Chair and independent Non-Executive Director, respectively.
Beatrice Lafon has operated at CEO level for nearly 20 years and
as a non-executive director for over five years. She has a strong
record in the launch, turnaround and profitable development of
major retail businesses in the UK, Europe and the USA. Previously a
non-executive director of Pizza Express and SuperDry, she chairs a
number of businesses in the UK, including Crosstown.
Jean-Michel Orieux has deep expertise in the consumer and
hospitality sectors. He was formerly CEO of Ping Pong, where he
formulated and implemented a turnaround and brand strategy to drive
international expansion. He became CEO of Paul UK and USA in 2013
before joining the Board in 2018. As CEO of the Argyll Club, he led
the company through a review of its core proposition, strategy and
performance.
The reconstituted Board intends to commence an immediate
thorough and independent search for a new CEO through an executive
search firm. Both internal and external candidates will be
considered. Mr Kitous will not be standing for the role of CEO. In
the interim period, Mr Orieux will become interim CEO until the new
candidate is appointed.
The reconstituted Board will be responsible for maintaining and
extending the Company's growth trajectory, including investing in
the brand and customer experience, accelerating the opening of new
restaurants and exploiting opportunities in franchising and
wholesale.
Appointment of Nominated Adviser and Broker
The Company also announces that it has appointed finnCap Group
plc as Nominated Adviser and Broker with immediate effect.
Chaker Hanna, commented:
"I would like to thank our chairman, Richard Kleiner and the
entire team at Comptoir for their dedication and commitment in
building the company over the past 12.5 years with all the
challenges that we had to face. I am leaving the business with
current record performance in sales, profit and also record cash
position. To this end I'm very grateful to each of our team to
enable me to be leaving the business in such a state. I wish the
company well."
Beatrice Lafon, incoming non-executive Chair, commented:
"I am excited to be joining Comptoir as we look to the
future.
"Our employees are central to our success and I look forward to
meeting our talented staff and ensuring we appoint a best-in-class
CEO to lead this exciting next phase."
Related Party Transaction
The Company entered into a settlement agreement with Chaker
Hanna in connection with the termination of his service agreement
on 2 August 2022 (the "Settlement Agreement"). Under the Settlement
Agreement Mr. Hanna has agreed to waive all claims against the
Company and will receive a cash termination/notice payment
(inclusive of legal fees) of approximately GBP720,000.
The Settlement Agreement constitutes a related party transaction
under the AIM Rules for Companies pursuant to Mr. Hanna's
directorship of the Company within the last 12 months and his
status as a substantial shareholder. The directors of the Company
consider, having consulted with the Company's nominated adviser,
finnCap Ltd, that the terms of the Settlement Agreement are fair
and reasonable insofar as the Company's shareholders are
concerned.
Ends
Contacts:
Comptoir Group plc via Camarco
Beatrice Lafon, Non-Executive Chair
Jean-Michel Orieux, Interim CEO
Michael Toon, CFO
finnCap Ltd (Nominated Adviser and Broker)
Simon Hicks
Tim Harper 0207 220 0500
Camarco (Media Contact)
Jennifer Renwick 0203 757 4994
jennifer.renwick@camarco.co.uk
Ed Gascoigne-Pees
ed.gascoigne-pees@camarco.co.uk 0203 757 4984
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 (which forms part of
domestic UK law pursuant to the European Union (Withdrawal) Act
2018).
Further information required to be disclosed pursuant to
Schedule Two paragraph (g) of the AIM Rules for Companies is set
out below:
Full name: Beatrice Madeleine Valerie Lafon (married
name previously Macdonald)
Age: 62
Shareholding in the Company: None
Current directorships Pimberly Ltd
and partnerships: Crosstown Dough Ltd
Handbag Clinic Ltd
Wave Direct Ltd
Maison Lafon Limited
Spartoo SA
Origin Innovations Ltd
Fashion Artists Limited
The Business Intelligence Network Limited
Historic directorships Bizzbee SA
and partnerships in previous Brice SA
5 years: Celine Jersey Topco Limited
Grain De Malice SA
HappyChic SA
Jules SA
Kondor Bidco Limited
Kondor Holdco Limited
Kondor Limited
Kondor Midco Limited
Oosterdam BV
Orsay Gmbh
Penca Group
Pimkie SA
PizzaExpress Financing 2 PLC
Rouge Gorge SA
Solent Group
SuperDry Plc
TML Bidco Limited (T M Lewin)
1. On 12 January 2011, Dr. Lafon was appointed as a director of
TJ Hughes Limited solely to turnaround or sell the Company. The
Group then refinanced with Burdale Financial Limited ('Burdale')
via a GBP20m stock and loan facility in early March 2011. The
Company was subsequently acquired by Endless LLP, a turnaround
investor in early April 2011. Dr. Lafon stayed on with Endless to
30 April 2011 whilst they provided GBP10m in additional funding and
then sold the business onto Anthony Salomon and David Luper on 30
April 2011. Administrators were appointed on 30 June 2011. Dr.
Lafon had no involvement in the events that lead to the Company's
administration.
a) On 12 January 2011, Beatrice Lafon was appointed as a
director of T J Hughes Limited. She resigned on 30 April 2011. T J
Hughes Limited went into administration on 30 June 2011. The
directors' statement of affairs dated 24 August 2011 showed an
estimated deficiency as regards creditors of GBP335,029,000. T J
Hughes Limited moved from administration to creditors' voluntary
liquidation on 19 December 2012. T J Hughes Limited was
subsequently dissolved on 29 March 2017.
b) On 12 January 2011, Beatrice Lafon was appointed as a
director of T J Hughes (Properties) Limited. She resigned on 30
April 2011. T J Hughes (Properties) Limited went into
administration on 30 June 2011. The directors' statement of affairs
dated 24 August 2011 showed an estimated deficiency as regards
creditors of GBP52,495,000.00. T J Hughes (Properties) Limited
moved from administration to creditors' voluntary liquidation on 19
December 2012. T J Hughes Limited was subsequently dissolved on 29
March 2017.
c) On 18 January 2011, Beatrice Lafon was appointed as a
director of T J Hughes (Investments) Limited. She resigned on 30
April 2011. T J Hughes (Investments) Limited went into
administration on 30 June 2011. The directors' statement of affairs
dated 24 August 2011 showed an estimated deficiency as regards
creditors of GBP71,065,552. T J Hughes (Investments) Limited moved
from administration to dissolution on 19 December 2012. T J Hughes
(Investments) Limited was subsequently liquidated on 24 March
2013.
d) On 18 January 2011, Beatrice Lafon was appointed as a
director of T J Hughes (Holdings) Company Limited. She resigned on
30 April 2011. T J Hughes (Holdings) Company Limited went into
administration on 30 June 2011. The directors' statement of affairs
dated 24 August 2011 showed an estimated deficiency as regards
creditors of GBP24,975,158. T J Hughes (Investments) Limited moved
from administration to dissolution on 19 December 2012. T J Hughes
(Holdings) Company Limited was subsequently liquidated on 24 March
2013.
e) T J Hughes Limited, T J Hughes (Properties) Limited, T J
Hughes (Investments) Limited and T J Hughes (Holdings) Company
Limited (together, the "TJ Hughes Group") made total payments to
secured creditors of approximately GBP23.8m. No distributions were
made to non-preferential creditors.
2. Dr. Lafon was appointed Director of Pizza Express Financing 2
Plc on 26 August 2020 to assist the Company in restructuring the
Group operationally and financially. A Companies Voluntary
Arrangement was notified on 7 September 2020. An M&A process
was also conducted. Dr. Lafon left the Company on 5 November 2020
once the restructuring was complete and the new owners appointed a
new board. Dr. Lafon had no involvement in the events that lead to
the Company's administration.
3. Beatrice Lafon was appointed in December 2019 by Bain Capital
to assist in selling TM Lewin. She officially joined the Company in
February 2020 and followed a thorough M&A process which led to
the Board selling the Company in mid-May 2020 to SCP Private
Equity, who were the only party bidding for the Company as a going
concern. In June 2020, SCP Private Equity set up Torque Brands,
which bought TM Lewin's online business via a pre-pack
administration. Whilst Dr. Lafon was at TM Lewin, the Company
stopped paying all creditors in April 2020, having discussed and
agreed with each of them they would do so. At this point it was
assumed trading would resume in June 2020 when the COVID-19
lockdown was due to end. Plans were in place to repay all arrears
by October 2020. The business was sold as a going concern in May
2020.
Full name: Jean-Michel Orieux
Age: 55
Shareholding in the Company: None
Current directorships Orieux Associates LTD
and partnerships: 4 Woodchurch Road (Management)
Practica Limited
Historic directorships The Argyll Club (Mayfair) LTD
and partnerships in previous The Argyll Club (Midtown) LTD
5 years: The Argyll Club (Holdco 1) LTD
The Argyll Club UK Midco LTD
The Argyll Club UK Holdco LTD
The Argyll Club (Knightsbridge) LTD
The Argyll Club Group Holdings LTD
Lex Bidco Limited
The Argyll Club LTD
The Argyll Club (City) LTD
Paul U.K. Limited
Paul International
Jean-Michel Orieux was a Director at The Argyll Club from 3
February 2020 to 18 December 2020. Following a refinancing of The
Argyll Club which resulted in its senior debt facilities being sold
to a third party, administrators were appointed to the senior
company Lex Midco 1 Limited on 11 December 2020. The directors'
statement of affairs dated 27 January 2021 showed an estimated
deficiency as regards creditors of GBP74,864,440.00. On 11 February
2011 a fully funded proposal for the Company was received from
Argyll Partners Limited, a newly established joint venture which
included LEX Topco Limited. Following which, a notice of end of
Administration was released on 18 June 2022.
Save as disclosed above, there are no other disclosures required
in relation to paragraph (g) of Schedule 2 of the AIM Rules for
Companies.
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END
BOADLLBBLVLEBBB
(END) Dow Jones Newswires
August 02, 2022 03:52 ET (07:52 GMT)
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