The City Pub Group owns and operates an estate of premium pubs across southern England. The Group’s pub estate comprises 34 free houses located largely in London, cathedral cities and market towns, each of which is focused on appealing specifically to its local market. The Group’s portfolio consists of predominantly freehold, managed pubs, offering a wide range of high quality drinks and food tailored to each of its pubs’ customers.
The Company was founded by Clive Watson, David Bruce and John Roberts, who joined the board in December 2011. The first pub of the Company began trading in March 2012. The City Pub Group leverages its sector contacts and experience to ensure it is well placed to acquire, and to have opportunities to consider the acquisition of, either freehold or leasehold pubs. Following acquisition, it aims to improve profitability through targeted investment in each pub, incentivisation of its key employees, introducing its flexible retail strategy, dedicated marketing and utilising its centralised buying power. Since they began trading, the companies in the Group have adopted a liquor-led business model, which the Directors believe provides greater predictability over sales and higher margins than a food-led business model. This has enabled the Group to establish a track record of strong growth, with revenue and EBITDA growth representing a three year CAGR from FY14 to FY16 of 34.9 per cent. and 44.8 per cent. respectively, with an EBITDA margin of 14.7 per cent. in FY16.
The Directors have considerable experience of acquiring pubs, expanding pub portfolios and creating premium pub companies. This includes leading the Capital Pub Company from start up through to flotation on AIM and its subsequent acquisition by Greene King for £93 million. The managed pub market in the UK consists predominately of individual pubs and larger pub companies. The Directors believe the current state of the market presents the Group with a considerable opportunity to grow its pub estate through the acquisition of existing pubs from individual sellers and from large pub companies looking to rationalise their estate, but also through the acquisition and development of new pub sites. The Company sought admission to AIM in order to raise new equity to help accelerate its acquisition strategy. Admission to AIM also helps to raise the Company’s public profile, which assists the Group’s expansion plans and helps in the recruitment and retention of its key head office and retail staff.
Company History and Development
The companies in the Group were co-founded by Clive Watson, David Bruce and John Roberts in October 2011 with the aim of building a high quality portfolio of premium pub assets located predominantly in London, cathedral cities and market towns across southern England. The Companies began trading in March 2012 and, by the end of 2012, had acquired six pubs, including its first sites in Bath, Cambridge, Oxford,
The Group has historically traded as two separate companies, The City Pub Company (East) plc and The City Pub Company (West) plc. In April 2013, CPCW and CPCE appointed Alex Derrick and Rupert Clark, respectively, as its designated Chief Executive. Under their stewardship, both of the Companies expanded their pub portfolios further and by the end of their first full trading year (to 29 December 2013) CPCW had 6 trading outlets and CPCE had 7 trading outlets. The Companies continued to acquire, in aggregate, on average 6 pubs per year. In order to fund the acquisitions, the Companies raised, in aggregate, £38.0 million under the Enterprise Investment Scheme and through the issue of convertible preference shares. On 1 November 2017, the Group was formed through the all share merger of CPCE and CPCW by way of a scheme of arrangement of CPCW. At the same time it changed its name to The City Pub Group plc. The City Pubs Group plc was admitted to AIM on 23 November 2017.
The key strengths of the City Pub Group are:
Premium operator creating individual identity for each pub
The Group’s pub estate and flexible retail strategy addresses the trend away from branded pubs and toward premium individualised pubs, each of which have a product range appropriate for their local market.
Scalable platform with strong pipeline of potential acquisitions
The centralised infrastructure platform, comprising systems and processes as well as head office staff, enables a smooth change of ownership for the pubs which are currently in the acquisition pipeline, as well as those identified through the Group’s appraisal of both individual sites and portfolios of pubs across southern England.
The Group is asset backed
An independent valuation report by CBRE valued the Group’s portfolio at £73.65 million as at 11 October 2017. This valuation does not include Aragon House, a freehold pub which the Group acquired on 21 September 2017 for £7.75 million The Group has a portfolio of 34 pubs (including Aragon House, which will be trading in 2018).
Impressive financial performance and growth
The Group has enjoyed consistently strong sales and EBITDA growth, with steadily increasing operating margins over the last two years. New supplier agreements are expected to further improve operating margins going forward.
Experienced management team, motivated staff and strong culture
The management team of the Group has over 80 years’ experience in the pub industry with an excellent reputation, extensive contact base and proven skill in identifying attractive sites for an attractive price. Staff are incentivised to focus on customer service and are represented at board meetings, giving a high retention rate among key staff and a strong sense of culture.
The Business Model
The Directors believe that in the premium managed pub sector, liquor sales such as craft ales, craft spirits and independent coffee brands offer higher growth potential, higher margins and higher predictability over sales than traditional beers, lagers and spirits. The Group has also developed a high quality food offering which is freshly prepared and cooked to order. Menus are developed individually for each pub and offer good value across a wide range of choice. Increasingly, more healthy and vegan options are being offered in each pub to broaden the appeal to a wider range of customers. The Group aims for a sales split of 70 per cent. liquor and 30 per cent. food. The Directors believe this enables higher returns to be generated as a result of not having the higher associated employee costs of a food-led offer. The Group’s flexible retail strategy allows an individual pub to tailor its liquor and food offer to suit its target market and location. To achieve this, the Group proudly uses local produce alongside its existing wide range of drinks and food and designs the interior and exterior of the pub to create an ambience which the Directors believe ensures that each pub reflects its local characteristics and values. As genuine free houses without any tie to a brewer, the pubs are able to offer a varied choice of craft and traditional beers and lagers, together with a wide selection of seasonal wines and other drinks. The Directors believe this helps to attract a broad range of customers and believe it results in the Group’s pubs generating significantly higher turnover per pub than an average pub. The average turnover per pub across the Group’s portfolio was approximately £25,000 per week in FY16.
Recruitment and retention of high quality staff is key to the Group’s strategy, both at head office and across the estate. The Group’s staff are well trained and appropriately incentivised, given their respective roles, with the focus on attracting the most suitable employees to support the growth of the Group and maintain high levels of consumer satisfaction. The Directors believe that the head office team is of a sufficient size and experience to support the aim of doubling the Group’s pub estate in the next three to four years. Key head office staff and pub managers are incentivised by performance related bonuses and participation in the Existing Share Option Schemes. Each pub manager is encouraged to be entrepreneurial and is incentivised with a bonus scheme, which is linked to the pub’s profit. The Directors believe this blends the benefits of the managed and the tenanted models and encourages staff to focus on customer service and the success of the pub. Other key staff, including pub managers, assistant managers and head chefs, also participate in the Group’s Existing Share Option Schemes. All employees who have been with the Group since the start of the relevant financial period are entitled to participate in a profit share arrangement, which not only helps to increase staff retention but also supports staff recruitment.
The Group has recently entered into a number of three year fixed-term supply agreements with its major suppliers. These agreements cover over 80 per cent. of the Group’s liquor purchases and are expected to generate c. £1 million in cost savings, compared to its previous arrangements, over the next three years. The Group has also recently centralised its food purchasing function and significantly reduced the number of its suppliers. This has resulted in an improvement in its purchasing terms and will enable greater economies of scale to be achieved as the pub estate grows. The new supply arrangements are also expected to improve the Group’s gross profit margins, as well as giving stability and visibility on its future input prices. While the Group sources the majority of its products through these agreements, it retains the flexibility for each individual pub to source the local produce needed to create individuality in its drink and food menus.
The Group adopts a long-term approach with its suppliers and has maintained relationships with its major suppliers since inception. In certain cases the relationships date back to the Founders’ involvement with The Capital Pub Company. This includes contractors, professional advisers, designers and property agents, as well as drink and food suppliers. The Group is very conscious of the role its pubs play in the local community and as such certain pubs offer discounts to customers who work in the public services. Charity fundraising events are often held in the Group’s pubs for organisations such as The Eve Appeal and Grenfell Tower Appeal. The Group also recognises the importance of maintaining a good relationship with its employees and as such encourages employee participation. To formalise this, in May 2016 the Company started to invite employee representatives to attend all board meetings in order to discuss matters such as staff training, incentive schemes and staff welfare.
Advertising and social media are managed at head office level with Facebook, Twitter and Instagram being a focus of advertising investment. Sports events are promoted through Matchpint. Each pub has its own website to take bookings, display menus, advertise upcoming events and give an impression of the atmosphere in the pub. The Group recently introduced the City Club where customers can sign up to and enjoy the benefits offered by the Club, such as reward cards, and will, in the future, be offered benefits with other businesses linked to the City Club. The City Club connects all pubs in the portfolio and, among other things, alerts customers to the location of other pubs in the Group’s portfolio. The City Club can be accessed via an app (the City Club App) and offers the Group the opportunity to promote awareness of the pubs in the portfolio.
The Group has a portfolio of 34 free-of-tie pubs in cathedral cities and market towns southern England; including eleven in London, seven in Cambridge, three in Oxford, and two in each of Norwich, Brighton, Bath, Bristol and Winchester, in addition to sites in Exeter, Southampton and Hayling Island, near Portsmouth. 19 of the pubs in the portfolio are freehold and the remainder leasehold. There are further freehold and leasehold sites in the pipeline for future development.
The Company’s issued share capital consists of 56,467,333 ordinary shares of 50p each (“Ordinary Shares”).
The Company does not hold any Ordinary Shares in treasury.
In so far as the Company is aware, the identity and percentage holdings of its significant shareholders are as follows:
|Shareholder||% Ordinary Shares|
|Hargreave Hale Limited||10.6%|
|Unicorn AIM VCT plc||5.9%|
|Franklin Templeton Fund Management Limited||4.4%|
|Otus Capital Management Limited||4.3%|
|Clive Royston Watson||4.0%|
In so far as the Company is aware, the percentage of the Company’s issued share capital that is not in public hands is approximately 19.5%
The Board comprises of four highly experienced Executive Directors with over 80 years’ combined experience of developing and operating pub companies. In addition, the three Non-Executive Directors also add many decades of pub and drinks industry expertise.
Clive Watson ACA (56) – Executive Chairman. Clive qualified as a Chartered Accountant with Price Waterhouse in London in 1986 before joining the investment bank Manufacturers Hanover Limited where he spent three years. He joined Regent Inns PLC as Finance Director and Company Secretary in 1990. Clive left Regent Inns PLC in February 1998 and co-founded Tup Inns Limited, where he was responsible for financial and commercial matters as well as acquisitions, before becoming Chief Executive and Finance Director of Tom Hoskins PLC, an AIM listed company. Clive was founding director of the Capital Pub Company in 2000 where he served as Finance Director until 2007 and then Managing Director before becoming Chief Executive in June 2008. He over-saw the sale of the Capital Pub Company to Greene King in July 2011. Clive was appointed as Chief Executive of The City Pub Company (East) plc in December 2011 before becoming Chairman in September 2014.
Rupert Clark (45) – Managing Director. Rupert has over 20 years’ experience in the running of high-volume food and liquor-led pubs, both in and outside London. Rupert was previously Operations Manager of the Capital Pub Company and was with Capital for four years. After the sale of Capital to Greene King in 2011, Rupert stayed on to ensure the smooth integration of pubs into the Greene King estate. Prior to Capital, Rupert worked as Operations Manager at The Food and Drink Group, repositioning their city bars, and at Fullers first developing The Fine Line brand and then their unbranded bars and gastro pubs. Rupert was appointed as Joint-Chief Executive of The City Pub Company (East) PLC in April 2013 becoming sole Chief Executive in September 2014.
Alex Derrick (41) – Managing Director. Alex has over 15 years’ experience in running premium, independent pubs. He was previously the Operations Director of the Capital Pub Company and during his seven years at Capital helped oversee the expansion of the estate from 13 to 35 pubs. Prior to joining Capital, Alex was the Operations Manager for Jacomb Guinness Limited and The Union Bar and Grill Limited, which operated five premium London gastro pubs. Alex was appointed as Joint Chief Executive of The City Pub Company (West) plc in April 2013 becoming sole Chief Executive in September 2014.
Tarquin Williams ACMA (47) – Chief Financial Officer. Tarquin has considerable experience in the managed and tenanted pub industry. He spent 16 years with Fuller Smith & Turner PLC from 1997; with the last eight years as Chief Accountant for Fullers Inns, which had an estate of circa 400 pubs. Tarquin then spent a short period of time serving as Chief Operating Officer at the Ladies European Tour running their head office based at the Buckinghamshire Golf Club. Tarquin was appointed as Finance Director of The City Pub Company (East) plc in March 2015.
John Roberts (60) – Non-Executive Director. John has been involved in the food and beverage industries for over thirty-five years, with twenty-three of those years in the brewing and pubs sector. In 1994 after thirteen years with United Biscuits and before that with Britvic, John joined Courage, becoming Strategic Planning Director for the newly formed Scottish Courage. John joined the board of Fuller, Smith & Turner PLC in 1996 as Sales and Marketing Director, before then managing the Fuller’s Beer Company from 1999, initially as Beer and Brands Director, and later as its Managing Director. In addition, John has sat on a number of committees of the British Beer and Pub Association and Independent Family Brewers of Britain. John was appointed as a Non-Executive Director of the Company in December 2011. John sits on the Audit and Risk, Remuneration and Nomination Committees.
Richard Prickett (66) – Independent Non-Executive Director. Richard was appointed as a Non-Executive Director of the Company on 25 October 2017. Richard has considerable public markets experience, gained through numerous non-executive director roles including acting as Independent Non-Executive Director for Regent Inns Plc and the Capital Pub Company. Richard currently serves as a Non-Executive Director to Pioneer (City) Pub Company, a start-up EIS managed pub company, and City Natural Resources High Yield Trust Plc. Richard also acts as Non-Executive Chairman to Asian Growth Properties Limited and as Finance Director to Landore Resources Limited. Richard qualified as a chartered accountant in 1973 with Coopers & Lybrand and has many years’ experience in corporate finance. Richard is Chairman of both the Remuneration Committee and the Audit and Risk Committee, and sits on the Nominations Committee.
Neil Griffiths (56) – Independent Non-Executive Director. Neil was appointed as a Non-Executive Director of the Company on 17th January 2018. Neil qualified as a Chartered Surveyor in 1987 and has over 30 years of experience in retail, leisure and property sectors. Neil worked at Punch Taverns plc from 2001 to 2017 holding a number of senior management roles including Chief Operating Officer, Chief Strategy Office, and Group Property Director. Neil joined Punch from Time Warner where he was International Property Director for their cinema division. Prior to that he held a number of Senior Management and Divisional Board roles at Bass Plc including Head of Property and Commercial Develop Director. Neil is a Trustee Director for the Prince of Wales initiative ‘Pub is the Hub. He is a former Council member of the British Beer & Pub Association having have sat on panels and committees for both the BBPA and Royal Institution of Chartered surveyors. Neil is Chairman of the Nominations Committee and sits on both the Audit and Risk and Remuneration Committees.
James Dudgeon – Company Secretary. James has been Company Secretary since 2011. He was previously Company Secretary of the Capital Pub Company. He has an accounting background.
The Directors recognise the importance of sound corporate governance and confirm that they intend to comply with the QCA Guidelines, (as devised by the QCA in consultation with a number of significant institutional small company investors) in so far as practicable having regard to the current stage of development of the Company. The Directors also confirm that, although compliance with the UK Corporate Governance is not compulsory for AIM companies, they intend to comply with the recommendations of the UK Corporate Governance Code where practicable, having regard to the current stage of development of the Company.
The Board will comprise seven Directors of which four are executives and three are non-executives, reflecting a blend of different experience and backgrounds. The Board considers both Richard Prickett and Neil Griffiths of the non-executive directors to be independent in terms of the UK Corporate Governance Code and QCA Guidelines. The Board will meet regularly to review, formulate and approve the Group’s strategy, budgets, and corporate actions and oversee the Group’s progress towards its goals. In accordance with the best practice, the Company has established Audit and Risk, Remuneration and Nomination committees with formally delegated duties and responsibilities and with written terms of reference. From time to time separate committees may be set up by the Board to consider specific issues when the need arises.
Audit and Risk Committee The Audit and Risk Committee will assist the Board in discharging its responsibilities, within agreed terms of reference, with regard to corporate governance, financial reporting and external and internal audits and controls, including, amongst other things, reviewing the Group’s annual financial statements, reviewing and monitoring the extent of the non-audit services undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the Group’s internal controls and risk management systems. The ultimate responsibility for reviewing and approving the annual report and accounts and the half yearly reports remains with the Board. Membership of the Audit and Risk Committee compromises Neil Griffiths, John Roberts and Richard Prickett and it is chaired by Richard Prickett. The Audit and Risk Committee will meet formally not less than twice every year and otherwise as required.
Remuneration Committee The Remuneration Committee is responsible, within agreed terms of reference, for establishing a formal and transparent procedure for developing policy on executive remuneration and to set the remuneration packages of individual Executive Directors. This includes agreeing with the Board the framework for remuneration of the Executive Directors, the company secretary and such other members of the executive management of the Group as it is designated to consider. It is furthermore responsible for determining the total individual remuneration packages of each Executive Director including, where appropriate, bonuses, incentive payments and share options. No Director may be involved in any decision as to their own remuneration. The membership of the Remuneration Committee comprises Neil Griffiths, John Roberts and Richard Prickett and the committee is chaired by Richard Prickett. The Remuneration Committee will meet not less than twice a year and at such other times as the chairman of the committee shall require.
Nomination Committee The Nomination Committee will have responsibility for reviewing the structure, size and composition of the Board and recommending to the Board any changes required for succession planning and for identifying and nominating (for approval of the Board) candidates to fill vacancies as and when they arise. The Nomination Committee is also responsible for reviewing the results of the Board performance evaluation process and making recommendations to the Board concerning suitable candidates for the role of senior independent director and the membership of the Board’s committees and the re-election of Directors at the annual general meeting. The membership of the Nomination Committee comprises Neil Griffiths, John Roberts and Richard Prickett and the committee is chaired by Neil Griffiths. The Nomination Committee will meet not less than once a year and at such other times as the chairman of the committee shall require.
Share Dealing Code The Directors will comply, and seek to procure compliance by other employees, with the relevant provisions of the Market Abuse Regulation relating to dealings by Directors and other applicable employees in the securities of the Company. The Company has therefore adopted with effect from Admission, as required by Rule 21 of the AIM Rules for Companies, a share dealing code for the Directors and certain employees, which is appropriate for a company whose shares are admitted to trading on AIM. The Company will take all reasonable steps to ensure compliance by the Directors and any relevant employees.
Nominated Adviser & Corporate Broker Liberum Capital Limited, 25 Ropemaker Street, London EC2Y 9LY
Corporate Broker Joh. Berenberg, Gossler & Co. KG, London Branch, 60 Threadneedle Street, London EC2R 8HP
Auditors Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU
Solicitors to the Company Addleshaw Goddard LLP, Exchange Tower, 19 Canning Street, Edinburgh EH3 8EH
Financial Public Relations Adviser to the Company Instinctif Partners, 65 Gresham Street, London EC2V 7NQ
Registrars Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA
Gender Pay Gap Report
Based on data from 5 April 2017 | Published on 4 April 2018
Our Mission is to be recognised as the best employer in our industry. We want to be the company that everyone wants to work for and other companies aspire to be like. We recognise that it is through all of the people that make up our diverse and inclusive culture, that this will be achieved. Everyone has the opportunity to have an impact and every contribution is highly valued. We welcome the opportunity to publish our first Annual Gender Pay Report and share the initiatives and actions we are taking to close the gender pay gap.
There are approximately 300 employees in the business. This group includes our head office, operation managers, directors, general managers, head chefs and all other site level roles.
Understanding our Pay Gap
The mean hourly pay gap is 9.0% and the median hourly pay gap is 5.7% higher for men. These gender pay gaps result from the types of roles which men and women have historically held and the salaries that these roles attract. In effect, we have a higher number of men in roles that pay more, including senior managers, general managers and head chefs.
We are not alone in this and understand that this is an issue throughout our industry. That said, we believe we compare well with other comparator organisations. The average UK mean differential is 17.4%. However, we are not complacent and are introducing a number of initiatives, actions and programmes to reduce our gender pay gap.
Closing our Pay Gap
Our ambition is to close the gap. To achieve this, we are committed to delivering initiatives to improve how we attract, engage and develop women as well as other under-represented groups.
We are investing in development opportunities for our people. We have launched a number of development programmes to prepare internal candidates for promotion. Our Assistant Manager Development Programme has been running for three years with women accounting for 55% of the attendees, with most having now been promoted to new roles.
Our Senior Chef Development Programme has been running for a year and we have just set up our new Chef Academy and hope that many of its participants will be women, as currently head chef roles are predominantly held by men.
|Percentage of male / female employees||63.1% / 36.9%|
|Mean pay gap*||9.0%|
|Median pay gap||5.7%|
|Mean bonus gap||56%|
|Median bonus gap||0%|
|Percentage of males / females receiving bonus||21.3% / 21.8%|
* positive figure denotes male pay is higher
|% of males / females making up quartiles||Upper Quartile||Upper Middle Quartile||Lower Middle Quartile||Lower Quartile||Total|
We confirm the information and data reported is accurate as of the snapshot date 5 April 2017.
Chief Financial Officer
AIM Rule 26
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Country of Incorporation and Main Country of Operation
Country of Incorporation: England and Wales
Company Registration Number: 07814568
Country of Operation: Great Britain
Documentation and Announcements
Securities Information & Share Price
Details of any other exchanges or trading platforms
The Company is not listed on any other exchanges or trading platforms.
Details of any restrictions on the transfer of securities
There are no restrictions on the transfer of securities.
City Code on Takeovers and Mergers
The Company is subject to the UK City Code on Takeovers and Mergers.
This information was last updated on 23rd of November 2017.