Jonathan Kaye, the former chief executive of Prezzo, is to be appointed as chief executive of the AIM-list Richoux Group, operator of the Dean’s Diner and Villagio brands, subject to shareholder approval.
Kaye will join a company, which last month parted with managing director Ed Strandring, in which his uncle Philip Kaye is the largest shareholder.
The company said as part of his appointment, it was proposing that an incentive share grant be made to Jonathan Kaye which will give him the right to acquire up to 23,027,403 ordinary shares in the capital of the Company representing 20% of the business.
Phillip Kaye currently holds 22,081,814 Ordinary Shares in the company, representing 24%. Due to the close family link, Jonathan Kaye and members of his extended family are considered a concert party for the purposes of Rule 9 of The City Code on Takeovers and Mergers.
Richoux said that if the new Ordinary Shares pursuant to the Share Incentive are issued in full, the Concert Party will be beneficially interested in up to 41.3% of the enlarged Ordinary Share capital of the Company. Accordingly, the Company is seeking the Panel on Takeovers and Mergers’ consent to waive the obligation on the Concert Party to make a general offer that would otherwise arise as a result of the issue of Ordinary Shares under the Share Incentive.
The consent will be subject to the approval of independent Shareholders, being Shareholders other than members of the Concert Party taken on a poll.
It said: “In the event that Jonathan Kaye’s appointment as director is not confirmed by the approval of the requisite majority of Shareholders at a General Meeting or a Rule 9 Waiver is not obtained or the Share Incentive or the authorities necessary to authorise the Directors to complete the grant of the Share Incentive are not approved by the requisite majorities, Jonathan Kaye will not be appointed to the Board of the Company.”
Kaye stepped down from Prezzo last year after 14 years with the company after it was acquired by US-based private equity firm, TPG Capital, for £303.7m. He has since taken up a non-executive director role with the Comptoir Group.
Richoux, which was formerly known as Gourmet Holdings, currently operates 23 restaurants under the Dean’s Diner, Richoux and Villagio brands.
In August, the group reported a 5.7% rise in revenue for the 28 weeks to 10 July to £7m, but a fall in EBITDA as it warned of difficult trading conditions.
The operator saw adjusted EBITDA fall to £280,000, from £790,000 last year. It also recorded a loss after tax of £580,000 and recognised impairment charges against three underperforming sites.
