2020 Annual Shareholders Meeting Presentation
1
2020 ANNUAL SHAREHOLDERS MEETING
30
th
September 2020 Zoom AGM
IMPORTANT NOTE ANDDISCLAIMER
2
Noinformationcontainedhereinhasbeenindependentlyauditedor
reviewedbyanyindependentthirdparty.
Thispresentationmaycontainforwardlookingstatementsandforecasts.
Allstatementscontainedinthispresentationthatarenotclearly
historicalinnatureorthatnecessarilydependonfutureeventsare
forward-looking,andthewords“forecast”,“anticipate”,“believe”,“expect”,
“potential”,“opportunity”,“estimate”,“ p l an ”,andsimilarexpressionsare
generallyintendedtoidentifyforward-lookingstatements. Forward-
lookingstatementsaresubjecttovariousrisksanduncertainties.
Nothinginthispresentationisa promiseorrepresentationastothe
future.Statements,estimates,projectionsandforecastsinthis
presentationastofuturemattersmayprovetobeincorrect,andthe
recipientiscautionednottoplaceunduerelianceonforwardlooking
statements.Recipientsshouldconducttheirowninvestigations,
verificationsandassessmentsofthemeritsoftheopportunity,identify
theinformationthattheyrequireandengagetheirownprofessional
advisers.
Circumstancesmaychangeandthecontentsofthispresentationmaybecome
outdatedasa result. Cooksundertakesnoobligationtoupdateforwardlooking
statementsif circumstancesorestimatesoropinionsshouldchange(exceptas
requiredbyapplicablesecuritieslaw).
Exceptinsofarasliabilityunderanylawcannotbeexcluded,neitherCooksnor
anyofCooks’directors,employees,shareholders,subsidiaries,agents,advisers,or
anyotherpersonwhomakesanyrepresentationorwarrantyshallhaveno
responsibilityorliabilityarisinginrespectofanyinformationcontainedinthis
presentationforerrorsoromissionsorfailuretocorrectorupdateany
informationin thepresentation(includingresponsibilitytoanypersonbyreason
ofnegligence).
Agenda
I.Executive Chairman’s Introduction
II.Business of the AnnualShareholders Meeting
i.ShareholderDiscussion
ii.Resolutions
1.Re-election ofDirectors
2.Auditor’s Remuneration
3.Ratification of Placements
4.OtherBusiness
3
I. Executive Chairman’s
Introduction
4
1
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CGF - Current Status – Overview – Core Business
1
1
•CGF had good momentum at the end of FY20 and going into FY21
•The full impact of Covid-19 is still unknown,
•Will be significant in the first half of FY21
•Recovery has been stronger than expected in July / August in both
core markets
•CGF has supported franchisees in their recovery with royalty relief
•UK is positive
•Sales recovery assisted by Government policy
•Triple Two was acquired in June adds scale, cashflow & profit to UK operations.
•Central City stores most affected
•New store program re-established (e.g. Leicester Wulcomb pictured top)
•Ireland
•Central City stores especially in Dublin down
•Regional outlets & malls trading well
•New outlet at Roscommon (pictured lower) trading well
•Projections for FY22 & FY23
•Projecting recovery to pre Covid sales levels by mid 2021 calendar year
5
CGF - Current Status – Overview - General
1
1
•China investment fully impaired
•The Chinese company will no longer be seeking to grow a large franchise operation in
China
•Instead it is pursuing opportunities related to self-serve coffee outlets & coffee
roasting (pictured)
•As a result of this change in business, the Directors have concluded that it is probable
there will be no positive cash-flows from this investment in the near future, and that
no value can be ascribed to any potential future value at this time
•Therefore the Directors have fully impaired the investment in the associate as at 31
March 2020, leading to a write down of $2.5 million in the FY20 accounts.
•Sale of Scarborough Fair business unit completed in July 2020
•Corporate stores in UK being sold
•Trading of shares has gained significant liquidity
•July value traded 16.3 times 2019
•August was 7.6 times 2019 value
•Opportunity to dual list in future in offshore market
158%
467%
1922%
724%
137%
353%
1634%
757%
0%
500%
1000%
1500%
2000%
2500%
MayJunJulAug
CGF Share Trading May -August 2020 v 2019
VolumeValue
6
CGF - Current Status – FY20 Summary
1
1
•Cashflowfromcontinuingoperations
•FY20 was$193 k positiveafterdeductinginterestof $1,414 K
•Prior yearlossof ($2,404k)afterdeductinginterestof $289k
•Improvementof $2,597kas restructuringinitiativesare realised.
•Operatinglossfromcontinuingoperations
•EBITDAlossimprovedto $35k
•Prior yearlossof ($2.4) million
•Improvementof $2,365k
•Covid-19
•Impactedall marketsfrommid -March2020
•Revenuedeclinessupportedby variouslevelsof governmentsupport
packagesthatoffsetthe full negativeimpact.
•Recoveryin coremarketshas exceededexpectationsto date
•Chinainvestmentwrittendownto zeroas at 31
st
March2020
7
8
1
1
•Sales in UK have been strong, assisted by government policy
•August sales 103.8% of last year
•Eat Out, Help Out (EOHO) has been embraced by consumers
•Program provided 50% discount per person up to £10 per head maximum
•Applied to dine in occasions only for August calendar month – (Monday-Wednesday)
•VAT on hospitality sales reduced from 20% to 5% until 31
st
March 2021
•Channel trends show challenges of central city locations currently
•Central city stores 66.3% of last year
•The Guardian reported - 2
nd
September; approx 39% of the UK workforce is working remotely
•75% of IT and professional workers continuing to work at home
•This was before the latest appeal for people to work from home if possible
•Retail Parks are in suburbs and are performing strongly
•Mall performance positive v budget but down on last year
•Reduced hours, social distancing of tables & restrictions on numbers in the mall
•Neighbourhood cafes performing strongly v last year at 154.3%
•UK new store program was delayed but now being revitalised
•9 outlets open as at end August not open at the end August last year
•Caerphilly in Wales (pictured) opened in January 2020
•Net sales from new stores represented 22.4% of total for August
•Average delay in opening due to Covid-1 9 i s 4-5 months but no projects cancelled
66.3%
115.9%
84.1%
154.3%
103.8%
0.0%
20.0%
40.0%
60.0%
80.0%
100.0%
120.0%
140.0%
160.0%
180.0%
Central CityRetail ParkMallNeighbourhood
Total
UK August Same Store Comparison Last Year
CGF – UK Post-Covidlockdown recovery trends positive
Acquisition of Triple Two Coffee (Completed June 2020)
1
1
Current Situation
a) 13 stores with strong new store pipeline with 3-4 new stores expected
for balance of 2020
i. Manchester opening 2
nd
October
ii. Lakeside opening 9
th
October
iii. Newport opening early November
b) Sales in July & August reflect locations with similar patterns to ECUK
i. EOHO net sales increased 33% with 23,096 redemptions in August
ii. Continuing sales are up 11% following the end of the scheme
Acquisition logic
a) Synergies to Esquires UK
b) Profit adds significantly to ECUK earnings in year 1 & beyond
c) Locations compliment existing Esquires network
Management
a) Triple Two management will stay on
b) Earn out over 3 years
c) Report to ECUK
9
CGF – Ireland Post Covid recovery Channel analysis reflects global trends
1
1
•August Sales in Ireland reflect global behaviour patterns
•Sales 79.4% of last year
•Reduction in VAT for 6 months to 28
th
February 2021 from 23% to 21%
•Applies across the board & not specific to hospitality
•City Centre challenging
•Retail Parks strong
•Malls behind last year due to revised opening rules
•Channel analysis tells the story
•Irish city centres well down due to lack of workers & tourists
•Smaller city retail parks very strong in their neighbourhoods
•Clonmel, Carrick, Longford are strong outlets in smaller centres
•Shopping malls performing well given:
•Only open 6 days compared to 7 days per Covid
•Operating on limited hours each day compared to pre-C o v i d
•Social distancing for tables means seating at approx 40% of prior capacity
•New Store program
•Roscommon (pictured) opened for only 4 days pre initial lockdown
•Store has re-opened strongly in July & August
52.1%
97.4%
74.0%
79.4%
40.0%
50.0%
60.0%
70.0%
80.0%
90.0%
100.0%
110.0%
City CentreRetail ParksMallsTotal
Ireland August Same Store Sales v Last Year
10
Summary
1
1
Operational Activity
CGF has made good progress in recent years
Continuing business projected to be profitable at EBITDA despite
Covid in FY21
UK & Ireland core business is a solid base
Acquisition of Triple Two in UK will deliver in FY21
Company has reduced the corporate overhead cost base
Assuming “new normal” trading patterns continue with no further
major national lockdowns in core markets
Balance Sheet
Being further restructured during H2 FY21
Trading of shares has gained significant liquidity
Following the Triple Two acquisition in June
Value traded June–September 2020 was 6.0 times 2019
Volume June–September 2020 was 7.2 times 2019 volume
FY22 projected to recover from the FY21 Covid impacted year and
resume growth trajectory
11
Q&A
1
2
Please send your questions privately t o Admino r
send to everyone
via Zoomc h a t i f y o u w a n t t h e
question to be public.
Resolutions
13
Please vote by sending the following information
t o
A d m i n via Zoom chat.
Shareholder CSN:
(Please provide)
Resolution 1 (Re-Election of Michael Hutcheson):
(Please select: F/A/D *)
Resolution 2 (Auditors):
(Please select: F/A/D *)
Resolution 3 (Ratification of Placements):
(Please select: F/A/D *)
FOR /AGAINST/DISCRETIONARY
14
RE-ELECTION OF MICHAEL GEORGE RAE HUTCHESON
“ThatMichael George Rae Hutcheson, whoretiresin accordancewithNZXListingRule 2.7.1,andbeing
eligibleforre-election,bere-electedasa directoroftheCompany.”
RESOLUTIONONE
PROXIESFORAGAINSTDISCRETIONARY
VOTES278,365,429306,286148,554
PERCENTAGE99.84%0.11%0.05%
15
AUDITOR’S REMUNERATION
“That the Board is authorised to fix the auditor’s remuneration.”
RESOLUTIONTWO
PROXIESFORAGAINSTDISCRETIONARY
VOTES278,365,429306,286148,554
PERCENTAGE99.84%0.11%0.05%
16
RATIFICATION OF PLACEMENTS
“that, in accordance with rule 4.5.1(c), the issue of 101,853,882 equity securities by the
Company during the past 12 months is ratified”
RESOLUTIONTHREE
PROXIESFORAGAINSTDISCRETIONARY
VOTES278,365,429306,286151,554
PERCENTAGE99.84%0.11%0.05%
THANK YOU.
17
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Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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