Registered number:
FOR THE PERIOD ENDED 2 JULY 2023
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OAKMAN GROUP PLC
COMPANY INFORMATION
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OAKMAN GROUP PLC
CONTENTS
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OAKMAN GROUP PLC
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 2 JULY 2023
The Directors present their report and the financial statements for the 52 weeks ended 2 July 2023.
The impact of post-Covid 19 cast a long shadow over the economic trading environment. Rampant inflationary pressures driving household utility bills and food prices caused the Bank of England to react with aggressive interest rate hikes. Although energy prices in themselves were more connected to the ongoing Russian invasion of Ukraine, the impact on consumer spending was noticeable.
The Government also introduced inflation-busting unprecedented increases in National Minimum Wage rates. Although in itself this isn’t a driver to our cost base, the impact is felt through maintaining differential rates, which the business had to absorb as customer budgets were squeezed. The uncertain backdrop could be measured by having no less than four Chancellors of the Exchequer in the space of the 52 weeks under review. At a time when the hospitality industry was suffering generally from a shortage of workers, it was a very challenging year. Given the challenges and pressures outside of our control, the business did well to stand still although we grew the estate to 43 properties, which includes a mixture of large freehold (10), leasehold (23) and managed sites (10). The business focused on creating an environment to retain our best talent, paying as much as we could afford, rather than as little as we could get away with. Of particular concern was the employment landscape for kitchen workers and chefs generally. The training and development of our kitchen teams was a key part of this strategy and has provided us with the employee resources to continue our growth. During the year, the business opened two more sites. The Beech House in Watford was a development of a previously unused building on the exterior of the shopping centre, while The Navigation Inn in Lapworth is an existing pub that has been brought into the estate. We plan to invest into this site to bring it up to the Oakman standard. Despite the continuation of outside factors impacting our ability to trade, the Company produced Turnover of £57.8m with adjusted EBITDA of £1.8 profit. The Balance Sheet shows Net Assets of £6m.
• During the year, sales performance was up 5.9% from the prior year, but behind the market.
• Average net sales per week were at £1,112k during the period compared to £1,047k the prior year. • Wet Margins marginally improved by 0.2% compared to the previous year. • Dry Margins dropped by some 1.7% compared to the previous year. • Staff turnover for the period was 67%. •During the year we opened the following sites: • The Beech House, Watford • The Navigation Inn, Lapworth
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OAKMAN GROUP PLC
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 2 JULY 2023
Looking forward, Oakman Group is well placed to compete for market share and aims to deliver
further success by: 1. Focusing the business on the growth in the premium eating-out market and boutique accommodation offer. 2. Evolving our concept to maintain high levels of customer affinity and relevance. 3. Generating high returns on investment through scale advantages. 4. Extending the skill base of our people to drive team retention, with consumer focus and operational excellence. 5. Reducing the levels and cost of our funding structure. 6. Continuing to build a sound financial base with a cautious approach to debt and a flexible approach to property ownership. We believe we have the management skills, operational concepts and ambition to grow the business. The Board are committed to growing ultimate shareholder value whilst carefully managing the risks in so doing. The Group has a pipeline of 3 development sites in various stages of securing relevant planning permission. Restructure: On 3rd June 2023, the Group completed a reorganisation of the corporate Group structure, reducing the number of trading entities from 12 companies to 5. The elimination of 7 entities was designed to remove subsidiaries that added no value to the Group other than their trading assets which were transferred to retained Group entities to create a more efficient Group structure. All transfers were intra-group and no assets left the group. The assets and liabilities of the eliminated entities were transferred as follows: Eliminated entity Transferee Entity Beech Hut Limited Oakman Dev Limited Oakman Properties Limited Oakman (P&E) Limited Oakman Bedfordshire Holdings Limited Oakman (P&E) Limited Downoak Limited Oakman (P&E) Limited Hedderwick Limited Oakman (P&E) Limited Oakman Ventures Limited Oakman Inns and Restaurants Limited Hunky Dory Pubs Limited Oakman Inns and Restaurants Limited
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OAKMAN GROUP PLC
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 2 JULY 2023
Oakman Group PLC is committed to eliminating discrimination and encouraging diversity amongst our workforce. Our aim is that each employee feels respected and is valued based upon their skills, performance and commitment.
Oakman Group PLC is an equal opportunities employer. It is committed to providing equal opportunities including the recruitment, training and promotion of workers, and to eliminating discrimination in the workplace whether on grounds of age, gender, marital status or sexual orientation, race, national or ethnic origin, religious orientation or beliefs or disability. All job applicants and workers are treated equally and the Company is willing to make reasonable adjustments where appropriate for disabled applicants and workers. Each employee has an obligation to promote an equal opportunity environment within the Company. Oakman employees also have a duty to observe and apply this policy at all times. Violation of this policy is a serious offence and could result in disciplinary action and/or summary dismissal. Engagement with employees The Company works hard on maintaining strong engagement with our employees has this has never been more critical, especially in a tightening labour market. Team welfare was a high priority and we issued regular team surveys and held staff representative meetings to ensure we were in touch with our team and their needs and were able to respond accordingly. Our team’s personal wellbeing and mental health has been at the forefront of our plans and we have used many of the services provided by Hospitality Action to support our teams during this time. Corporate Social Responsibility The directors firmly believe that social responsibility is an integral part of the wealth creation process. This in turn enhances the competitiveness of Oakman as well as improving the wellbeing of our team, the local communities which we serve in and our broader stakeholders. The Oakman leadership team have consistently paved the way forward for the broader industry by demonstrating that a long term balanced approach centred around people, planet and profits is the key to building a successful and sustainable business. Each Oakman Inn raises money for and engages with specific local charities which are chosen at the discretion of the local team. From a corporate perspective, Oakman has provided significant support for a range of national and industry charities including: The Epilepsy Society, Woodland Trust, Hospitality Action, the Tim Bacon Foundation and many more. Oakman Group PLC engaged with Tree Nation and planted a tree for every hot drink that was purchased and to date have planted over 1.27 million trees to significantly offset our carbon footprint. Oakman Group PLC has a proud record of establishing best practice in terms of sustainability policies across the wider pub industry.
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OAKMAN GROUP PLC
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 2 JULY 2023
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OAKMAN GROUP PLC
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 2 JULY 2023
The Directors are aware of their duty under Section 172 of the Companies Act 2006, to act in a way which 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 and in doing so, have regard (amongst other matters) to:
• the likely consequences of any decision in the long term • the interests of the company’s employees • the need to foster the company’s business relationships with suppliers, customers and others • the impact of the company’s operations on the community and the environment • the desirability of the company maintaining a reputation for high standards of business conduct • the need to act fairly as between members. Below is how we focus and promote these areas: Long term impact – • The Directors regularly update their stakeholders on the balanced scorecard KPI measures and seek debate, challenge and approval from the Board and Non Executive directors. Employees – • We gain insight on our employee engagement through effective feedback via team surveys and quarterly team representative meetings, award winning training and development programmes for all levels, apprenticeship schemes, career planning frameworks, fast track leadership development for future general managers, recognition programmes for team members who demonstrate our values and our annual “thank you” festival, Oakfest • We achieved the Princess Royal Training Award in 2023 in recognition of the scope, standard and quality of our training. • We offer a comprehensive benefit package by role to support high performance. • We put team retention at the heart of all decision making • We participate in the Mind Employers Charter and practice pro active initiatives to promote team well being • We support the JEDI (Justice, Equality, Diversity and Inclusion) principles in providing training and support to all employees Customers - • Building trust with our customers at every stage of the customer journey and ensuring our customers are at the heart of all process such as deposits, cancellations, no shows, refunds, complaints, feedback, free celebratory gifts • Providing a premium dining and boutique accommodation experience consistently • Introducing technology to improve the customer journey • Responding to customer feedback including via social media channels Suppliers - • Long term partnerships with suppliers and landlords have been built over the last fourteen years • We maintain regular conversations with suppliers to agree payment plans which work for both parties • We build long term partnerships with suppliers focused on quality, provenance and sustainability that are constantly reviewed Community & Environment - • As our businesses are rooted in local communities, we operate our licences responsibly • Working with the charity Tree Nation to help offset our carbon emissions having now planted over 1.27 million trees • Each site raises funds for their designated local charities • We recruit our teams mainly from within their local community supporting the local economy • We focus on environmentally friendly operating procedures such as reduction in single use plastic and a focus on reducing energy consumption and energy efficiency improvements
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OAKMAN GROUP PLC
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 2 JULY 2023
We have commenced our B Corp accreditation journey
High Standards -
• We employ a balanced scorecard approach to evaluating the quality and consistency of our premium offering • We source our food products from British and Irish farms • We ensure quality processes and controls for all areas of the operation • We use external benchmarking Acting Fairly between stakeholders - • Stakeholder engagement relevant for each stakeholder group • Regular communication and business updates with all stakeholders
The principal risks facing the business are:
Funding – the size and type of debt exposes the business to short term fluctuations in the financial market conditions. Although cashflow and other information is constantly monitored, re engineering the Company's funding structure is a primary focus of the board. Employment landscape – as a service business, access to sufficient labour is critical. Post Brexit due to the impact of Covid 19, the labour market has contracted. The business is facing this challenge by creating and developing a strategy that attracts, develops and retains the best talent in our market, including but not limited to the development of our Chef Academy. Inflation – like all retail businesses, consumer confidence can impact discretionary spending decisions by families. High energy prices on households that drive inflation that impact day to day prices risks damaging that confidence. Food safety – the business retains the highest standards of food safety and places this agenda item at the top of every regular management review meeting. Data security – the Board has implemented sufficient defences in the Company’s IT networks to prevent criminal attacks. A sustained attack, if successful, would disrupt our ability to trade using payment cards.
This report was approved by the board and signed on its behalf.
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OAKMAN GROUP PLC
DIRECTORS' REPORT
FOR THE PERIOD ENDED 2 JULY 2023
The Directors present their report and the financial statements for the period ended 2 July 2023.
The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the Directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the period, after taxation, amounted to £6,174,006 (2022 - loss £3,268,491).
The Directors do not recommend payment of a dividend (2022 - no dividend).
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OAKMAN GROUP PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 2 JULY 2023
The Directors who served during the period were:
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OAKMAN GROUP PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 2 JULY 2023
Refinancing
The Company completed the refinance of the following secured loans: In January 2024, Santander extended the maturity dates for the Growth Capital Loan Facility and Coronavirus Business Interruption Loan to January 2025. In January 2024, Haywood agreed to extend the maturity date for the Loan Facility to October 2025. In January 2024, W E Black agreed to extend the maturity dates for their Loan Facilities by 12 months into 2025. Trading At the end of July 2023, following the completion of our development works, we opened our new site The Journeyman in the affluent Buckinghamshire town of Gerrards Cross. At the end of August 2023, we opened another new site, again following a significant investment into an old building. The George Inn is a significant site in the centre of the historic town of Ludlow, just a stone’s throw from 11th century Ludlow Castle. Restructure On 3rd June 2023, the Group completed a reorganisation of the corporate Group structure, reducing the number of trading entities from 12 companies to 5. The elimination of 7 entities was designed to remove subsidiaries that added no value to the Group other than their trading assets which were transferred to retained Group entities to create a more efficient Group structure. All transfers were intra-group and no assets left the group. The assets and liabilities of the eliminated entities were transferred as follows: Eliminated entity Transferee Entity Beech Hut Limited Oakman Dev Limited Oakman Properties Limited Oakman (P&E) Limited Oakman Bedfordshire Holdings Limited Oakman (P&E) Limited Downoak Limited Oakman (P&E) Limited Hedderwick Limited Oakman (P&E) Limited Oakman Ventures Limited Oakman Inns and Restaurants Limited Hunky Dory Pubs Limited Oakman Inns and Restaurants Limited Going concern The Directors have adopted the going concern basis in preparing these financial statements after careful assessment of identified principal risks and in particular, the possible adverse impact on the financial performance, specifically on revenue and cash flows of the cost-of-living crisis currently impacting the UK economy. The cost-of-living crisis is the result of a number of events including the aftermath of Brexit, Covid and the war in Ukraine that has resulted in sharp increases in energy and certain food prices and in turn led to high inflation and a rise in interest rates. This backdrop has impacted the consumers propensity to spend on eating out and seen increases in the cost of food, energy and labour all of which are integral to the Group's business offering. The Directors believe that because the Group's business outlets are mostly situated in suburban affluent areas, its customers’ propensity to spend on eating-out is not impacted as severely as the general UK consumer. Also, the commodity element of the Group's energy contracts were fixed until October 2024 just prior to the war in Ukraine. Increases in food costs have been somewhat mitigated through menu changes and moving supply routes all of which provides some protection to the economic threats imposed by the cost-of-living crisis. The Directors are encouraged by the fact that wholesale energy prices are now lower than their pre-war levels and
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OAKMAN GROUP PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 2 JULY 2023
that the Bank of England economic forecasts inflation to fall further in 2024. Nevertheless, the directors expect the trading environment to remain challenging throughout 2023 and in to the first half of 2024.
As part of the going concern assessment the directors have considered the debt held by the Group and the ability to service interest and capital repayments. Post year end, the Santander loan has been refinanced with repayment now due 31 January 2025, and alongside this repayment of the shareholder loans and accrued interest that are subordinated to this debt was deferred. The forecasts assume that a CBIL overdraft provided by Santander, which although is repayable on demand, will not be called in prior to 31 January 2025. The forecasts indicate that, as would be expected given the sharp rise in interest rates over a relatively short period, the interest cover covenant on the Cynergy bank loan is at risk of being breached. The Directors recognise that a waiver may be required should this arise, but given that Cynergy have stated their continued support for the business, they are confident of such a waiver being granted. Despite the Director’s confidence in the forecasts, it’s strong asset backing and the level of support shown by the Group’s lenders, there is an assumption that the CBIL facility, which while technically repayable on demand, will not be recalled and that the Group will continue to receive the support of Cynergy Bank. Were these assumptions to be incorrect, it is recognised that there is material uncertainty which may cast significant doubt surrounding the Group’s ability to continue as a going concern.
The auditors, Haysmacintyre LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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OAKMAN GROUP PLC
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OAKMAN GROUP PLC
We have audited the financial statements of Oakman Group Plc (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 2 July 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard 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.
We draw attention to note 2.3 in the financial statements, which indicates that the Group has an overdraft repayable on demand and there is uncertainty over the future financing. As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
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OAKMAN GROUP PLC
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OAKMAN GROUP PLC (CONTINUED)
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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
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OAKMAN GROUP PLC
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OAKMAN GROUP PLC (CONTINUED)
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 Auditors' 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 Group 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:
We consider the most significant laws and regulations that have a direct impact on the financial statements to be:
- FRS102 and Companies Act 2006 compliance: We reviewed of the financial statement disclosures and perform testing on balances and disclosures. - Tax regulation: We inspected correspondence with regulators and tax authorities, and reviewed the companies tax computations; We consider the most significant laws and regulations that have an indirect impact on the financial statements are: - Food safety and hygiene: We discussed with management to identify whether they were aware of instances of non-compliance, we reviewed board minutes, we searched for a sample of sites on the FSA website to identify any instances of poor ratings or breaches. We considered the following areas to be those where the financial statements are most susceptible to fraud: - Management override of controls: We evaluated management’s controls designed to prevent and detect irregularities and we sampled and tested journals, in particular journal entries posted with unusual account combinations, postings by unusual users or with unusual descriptions, and we challenged assumptions and judgements made by management in their critical accounting estimates. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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 Auditors' Report.
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OAKMAN GROUP PLC
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OAKMAN GROUP PLC (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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 Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Statutory Auditors
10 Queen Street Place
EC4R 1AG
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OAKMAN GROUP PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 2 JULY 2023
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OAKMAN GROUP PLC
REGISTERED NUMBER: 12254114
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 2 JULY 2023
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OAKMAN GROUP PLC
REGISTERED NUMBER: 12254114
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 2 JULY 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 24 to 46 form part of these financial statements.
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OAKMAN GROUP PLC
REGISTERED NUMBER: 12254114
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 2 JULY 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 24 to 46 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 2 JULY 2023
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OAKMAN GROUP PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 2 JULY 2023
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OAKMAN GROUP PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 2 JULY 2023
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OAKMAN GROUP PLC
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 2 JULY 2023
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OAKMAN GROUP PLC
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 2 JULY 2023
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OAKMAN GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 2 JULY 2023
Oakman Group Plc is a company limited by shares, incorporated in England and Wales where it is also registered. The Group specialises in the running of premium pubs, with or without letting rooms. The registered office of the company is Saxon House, 211 High Street, Berkhamsted, Hertfordshire, United Kingdom, HP4 1AD.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The introduction of a new holding company, Oakman Group Plc, constitutes a Group reconstruction and has been accounted for using merger accounting principles. Therefore, although the Group reconstruction did not become effective until 2 June 2020, the consolidated financial statements are presented as if Oakman Group Plc and Oakman Inns and Restaurants Limited, the parent company prior to the Group reconstruction, has always been part of the same Group. Accordingly, the results of the Group for the entire comparative period are shown in the Consolidated Statement of Comprehensive Income.
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
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OAKMAN GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 2 JULY 2023
2.Accounting policies (continued)
The Directors have adopted the going concern basis in preparing these financial statements after careful assessment of identified principal risks and in particular, the possible adverse impact on the financial performance, specifically on revenue and cash flows of the cost-of-living crisis currently impacting the UK economy. The cost-of-living crisis is the result of a number of events including the aftermath of Brexit, Covid and the war in Ukraine that has resulted in sharp increases in energy and certain food prices and in turn led to high inflation and a rise in interest rates. This backdrop has impacted the consumers propensity to spend on eating out and seen increases in the cost of food, energy and labour all of which are integral to the Group's business offering.
The Directors believe that because the Group's business outlets are mostly situated in suburban affluent areas, its customers’ propensity to spend on eating-out is not impacted as severely as the general UK consumer. Also, the commodity element of the Group's energy contracts were fixed until October 2024 just prior to the war in Ukraine. Increases in food costs have been somewhat mitigated through menu changes and moving supply routes all of which provides some protection to the economic threats imposed by the cost-of-living crisis. The Directors are encouraged by the fact that wholesale energy prices are now lower than their pre-war levels and that the Bank of England economic forecasts inflation to fall further in 2024. Nevertheless, the directors expect the trading environment to remain challenging throughout 2023 and in to the first half of 2024. As part of the going concern assessment the directors have considered the debt held by the Group and the ability to service interest and capital repayments. Post year end, the Santander loan has been refinanced with repayment now due 31 January 2025, and alongside this repayment of the shareholder loans and accrued interest that are subordinated to this debt was deferred. The forecasts assume that a CBIL overdraft provided by Santander, which although is repayable on demand, will not be called in prior to 31 January 2025. The forecasts indicate that, as would be expected given the sharp rise in interest rates over a relatively short period, the interest cover covenant on the Cynergy bank loan is at risk of being breached. The Directors recognise that a waiver may be required should this arise, but given that Cynergy have stated their continued support for the business, they are confident of such a waiver being granted. Despite the Director’s confidence in the forecasts, it’s strong asset backing and the level of support shown by the Group’s lenders, there is an assumption that the CBIL facility, which while technically repayable on demand, will not be recalled and that the Group will continue to receive the support of Cynergy Bank. Were these assumptions to be incorrect, it is recognised that there is material uncertainty which may cast significant doubt surrounding the Group’s ability to continue as a going concern. Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable for the sale of food and beverage items, as well as room sales in certain pubs, excluding value added tax and other sales taxes.
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OAKMAN GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 2 JULY 2023
2.Accounting policies (continued)
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.
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OAKMAN GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 2 JULY 2023
2.Accounting policies (continued)
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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OAKMAN GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 2 JULY 2023
2.Accounting policies (continued)
Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the Statement of Financial Position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.
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OAKMAN GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 2 JULY 2023
2.Accounting policies (continued)
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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OAKMAN GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 2 JULY 2023
Tangible Fixed Assets The estimated useful economic lives of tangible fixed assets are based on management's judgement and experience. When management identifies that actual useful economic lives differ materially from the estimates used to calculate depreciation, that charge is adjusted retrospectively. Due to the significance of tangible fixed asset investment to the company, variations between actual and estimated useful economic lives could impact operating results both positively and negatively, although historically few changes to estimated useful economic lives have been required. The group is required to evaluate the carrying values of tangible fixed assets for impairment whenever circumstances indicate, in management's judgement, that the carrying value of such assets may not be recoverable. An impairment review requires management to make subjective judgements and estimates regarding the cash generating units under review. Management have identified each site to be a cash generating unit. For the sites where there was an indicator of impairment, a review was carried out by comparing the recoverable value of the site to the carrying value. The recoverable value was identified by considering the future cash flows expected at the year end date, an appropriate discount rate and the long term growth rate. All of these values are judgemental and if actual amounts differ from the expected values used there could be a material impact on the financial statements. For the year to 2 July 2023 management have released a historic impairment of £2.7m on certain sites and have recognised an impairment charge of £353k on another. Investments in subsidiaries On 19 June 2020 Oakman Group Limited entered into a share for share exchange with Oakman Inns and Restaurants Limited. The value of each share on this date was identified as £2.50 and this is what has been reflected in the Oakman Group investment value and the share premium account. This value is an estimate and management have used all available information to conclude it is the most appropriate number, including but not limited to new share subscriptions around the time and future expectations and forecasts for the group as of this date. At year end the investment value has been assessed for indicators pf impairment. The shares issued in the year were issued at an average of £2.75 per share and therefore there has been no impairment recognised. Recoverability of intercompany and related party debtors Intercompany balances receivable are reviewed frequently for impairment. Due to the nature of the group relationship with the subsidiary and related party companies, all balances are considered recoverable as at the year end.
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OAKMAN GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 2 JULY 2023
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OAKMAN GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 2 JULY 2023
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OAKMAN GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 2 JULY 2023
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OAKMAN GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 2 JULY 2023
11.Taxation (continued)
On 24 May 2021 the increase of corporation tax to 25% was substantively enacted, as of 1 April 2023. The deferred tax at the balance sheet date has therefore been measured at this rate.
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OAKMAN GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 2 JULY 2023
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent Company for the period was £
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OAKMAN GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 2 JULY 2023
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OAKMAN GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 2 JULY 2023
15.Tangible fixed assets (continued)
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OAKMAN GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 2 JULY 2023
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OAKMAN GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 2 JULY 2023
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OAKMAN GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 2 JULY 2023
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OAKMAN GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 2 JULY 2023
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OAKMAN GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 2 JULY 2023
22.Loans (continued)
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OAKMAN GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 2 JULY 2023
22.Loans (continued)
During the year, the company issued 5,299,720 Ordinary shares and 299,980 Ordinary A share of £0.10
each at a total premium of £4,959,568.
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OAKMAN GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 2 JULY 2023
Share premium account
Other reserves
Merger Reserve
Profit and loss account
Warrant reserve Represents the value of the warrant instruments issued in respect of shares of Oakman Inns & Restaurants Limited. During the prior year, this warrant was released and the reserve was transferred to the profit and loss reserve. Preference share Represents the nominal value of preference shares in place that are held by Oakman Inns and Restaurants Limited.
The Group operates a defined contributions pension scheme for all employees within the group. The assets of the scheme are held separately from those of the Group in an independently administered fund. Contributions totalling £536,932 (2022 - £223,400) were payable to the fund at the reporting date.
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OAKMAN GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 2 JULY 2023
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OAKMAN GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 2 JULY 2023
The Group completed the refinance of the following secured loans: In January 2024, Santander extended the maturity dates for the Growth Capital Loan Facility and Coronavirus Business Interruption Loan to January 2025 although it should be noted that the Coronavirus Business Interruption Loan is an overdraft and therefore technically repayable on demand. In January 2024, Haywood (L&C) Limited agreed to extend the maturity date for the Loan Facility to October 2025. Trading In September 2022, the development of the site at Watford completed and The Beech House, Watford, as it is called, began to trade. In October 2022, the business secured the leasehold of The Navigation Inn in Lapworth, Warwickshire which began trading from that date. Restructure On 3rd June 2023, the Group completed a reorganisation of the corporate Group structure, reducing the number of trading entities from 12 companies to 5. The elimination of 7 entities was designed to remove subsidiaries that added no value to the Group other than their trading assets which were transferred to retained Group entities to create a more efficient Group structure. All transfers were intra-group and no assets left the group. The assets and liabilities of the eliminated entities were transferred as follows: Eliminated entity Transferee Entity Beech Hut Limited Oakman Dev Limited Oakman Properties Limited Oakman (P&E) Limited Oakman Bedfordshire Holdings Limited Oakman (P&E) Limited Downoak Limited Oakman (P&E) Limited Hedderwick Limited Oakman (P&E) Limited Oakman Ventures Limited Oakman Inns and Restaurants Limited Hunky Dory Pubs Limited Oakman Inns and Restaurants Limited
There is no ultimate controlling party.
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