REG - Comptoir Group PLC - Board Appointment

ComptoirAnnouncement

06/02/2025 07:00

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RNS Number : 0845W  Comptoir Group PLC  06 February 2025

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.

 

6 February 2025

 

Comptoir Group Plc

("Comptoir", the "Group" or the "Company")

 

Board Appointment of new CEO

 

Amendment to Relationship Agreement

 

Further to the announcement on 14 January 2025, Comptoir Group Plc (AIM: COM),
the owner and operator of Lebanese, Middle Eastern and North African inspired
restaurants, is pleased to announce the formal appointment of Chaker Hanna (or
"Chaker"), as Chief Executive Officer of the Group, with immediate effect.

 

Chaker has over 15 years' experience operating at CEO level and served as
Chief Executive Officer of Comptoir upon joining the Company in March 2010,
until his departure in August 2022. In this capacity, Chaker was responsible
for the overall management and strategic direction of the Group, assisting in
the turnaround, public listing in 2016 and expansion of Comptoir. Beyond
Comptoir, Chaker has significant operational restaurant experience including
renowned brands such as Chili's, Pizza Hut, Bella Italia, Maggiano's and
Romano's Macaroni Grill. Notably, Chaker was one of the team who launched the
first Bella Italia assisting in the roll-out of the brand. He currently serves
as Non-Executive Chair of fast-growing quick service restaurant brand Sandwich
Sandwich.

 

With the appointment of Chaker Hanna as CEO, Nick Ayerst will formally step
off the Board of the Company as CEO with immediate effect. Nick will be
available for a short period to ensure there is an orderly handover prior to
Nick starting a new role in March 2025. Ali Aneizi will also now be stepping
down from his position as independent Non-Executive Director with immediate
effect. The Board will continue with their search for a suitable independent
Non-Executive Director over the upcoming weeks.

 

Voting Agreement

In conjunction with the appointment of Chaker to the Board of the Company, the
Company announces that Tony Kitous (or "Tony"), Creative Director, Executive
Director and Founder of the Company and the incoming Chief Executive Office,
Chaker, have entered into an agreement to govern how they will exercise the
voting rights attaching to their shares in certain circumstances. This
agreement is independent of and additional to the existing relationship
agreement that was entered into by them at the time of the Company's IPO and
admission to AIM. Tony has a holding of 58,412,503 ordinary shares in the
Company representing 47.62 per cent. of the issued share capital and Chaker
has a holding of 22,585,833 ordinary shares in the Company representing 18.41
per cent. of the issued share capital.

 

Tony and Chaker have agreed:

 

1.   that neither of them will (in their capacity as shareholders) propose a
change to the board of directors (whether the appointment of a new director or
the removal of a serving director (from time to time) unless they are both
agreed on the proposed board change.  This is without prejudice to their
position as directors of the Company where board composition is a matter which
may be discussed at board level.

 

2.   Where a resolution is proposed at a meeting of the Company's
shareholders to appoint a director or remove a then serving director, they
will agree as to how they will both vote, and they will both cast the votes
attaching to their shares in the same way.  Where they cannot agree on how to
vote together:

 

a)   If the resolution is proposed by the Company at an Annual General
Meeting of the Company and relates to the re-election of a then serving
director, they shall both cast the votes attaching to their shares in favour
of the re-election of the relevant director.

 

b)   If the resolution is proposed other than in the circumstances set out
in sub-paragraph (a) above, they shall both cast the votes attaching to their
shares against the relevant resolution.

 

Tony and Chaker have each further agreed that if they transfer their shares in
the Company to any other person, they will procure that the transferee shall
enter into an agreement on the same terms as this Agreement with the other
that as is continuing to hold their own shares provided that each of them is
entitled to transfer shares representing up to 5% of the Company's then issued
share capital by way of a bona fide on-market sale to an independent third
party who is not connected with whichever of them is the seller.

 

 

Tony Kitous, Founder and Creative Director of the Company, commented on the
appointment:

 

"I am delighted that Chaker is re-joining the Company as CEO. He was an
instrumental part of the Group's leadership team for many years and is ideally
placed to steer Comptoir through the next phase of its growth journey. I'm
looking forward to working closely with Chaker in the years ahead."

 

Chaker Hanna, CEO, commented on his appointment:

 

"Having previously spent over 12 years with Comptoir Group, I am delighted to
be rejoining the family

and work closely with the entire team and Tony to continue building on our
past successes

and fully capitalise on the company's full potential in the years to come."

 

 

Enquiries

 Comptoir Group plc                       0207 486 1111
 Chaker Hanna - Chief Executive Officer

 James Fisher - Chief Financial Officer

 Tony Kitous - Founder / Director

 Cavendish Capital Markets Limited (Nominated Adviser and Broker)
             020 7220 0500
 Corporate Finance: Carl Holmes/Elysia Bough
 Corporate Broking: Charlie Combe

 

 

Further disclosures pursuant to Rule 17 and Schedule Two, paragraph (g) of the
AIM Rules for Companies:

Mr Chaker Hanna

The following information regarding the appointment of Mr Chaker Hanna, aged
64, is disclosed under Schedule 2(g) of the AIM Rules for Companies:

 Current Directorships/Partnerships  Past Directorships/Partnerships (within 5 years)
 Sandwich Sandwich Limited           Comptoir Group plc

                                     Comptoir Franchise Limited

                                     Comptoir Soho Limited

                                     TKCH Limited

                                     Comptoir Bath Limited

                                     Comptoir South Ken Limited

                                     Comptoir Manchester Limited

                                     Comptoir I.P. Limited

                                     Comptoir Kingston Limited

                                     Comptoir Broadgate Limited

                                     Shawa Bluewater Limited

                                     Shawa Group Limited

                                     Comptoir Bluewater Limited

                                     Levant Restaurants Group Limited

                                     Comptoir Restaurants Limited

                                     Comptoir Westfield London Limited

                                     Comptoir Leeds Limited

                                     Comptoir Oxford Limited

                                     Comptoir Chelsea Limited

                                     Yalla Yalla Restaurants Limited

                                     Comptoir Wigmore Limited

                                     Comptoir Central Production Limited

                                     Comptoir Stratford Limited

                                     Comptoir Reading Limited

                                     Comptoir Exeter Limited

                                     Comptoir Oxford Street Limited

                                     Comptoir Haymarket Limited

                                     Shawa Westfield Limited

                                     Shawa Rupert Street Ltd

 

Chaker currently holds 22,585,833 Ordinary Shares, representing 18.41% of the
Company's issued Ordinary Share capital.

Save for the information set out above, there are no further disclosures to be
made in accordance with Rule 17 and Schedule Two paragraph (g) of the AIM
Rules for Companies in respect of the appointment of Chaker Hanna.

 

About Comptoir Group PLC

Comptoir Group PLC owns and operates 27 Lebanese, Middle East and North
African inspired restaurants, six of which are franchised, based predominately
in the UK. The flagship brand of the group, Comptoir Libanais, is a collection
of 22 restaurants located across London, nationwide and international Travel
Hubs, including cities such as Manchester, Bath, Birmingham, Oxford, Dubai and
Milan.

The name Comptoir Libanais means Lebanese Counter and is a place where guests
can eat casually and enjoy Lebanese, Middle Eastern and North African food,
served with warm and friendly hospitality and a bright vibrant environment.

The Group also operates Shawa, serving traditional shawarma through a counter
service model in Westfield and Bluewater shopping centres and Abu Dhabi and
Yalla-Yalla with a branch near Oxford Circus.

The group has expanded internationally with its franchise partners Avolta and
Areas, with restaurants in the Netherlands, Qatar and UAE and Italy.

 

 

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