RESTAURANT GROUP 
By If you have sold or otherwise transferred all of your shares in The Restaurant Group plc, please pass this document, together with the accompanying Form of Proxy and Annual Report, as soon as possible to the purchaser or transferee or to the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
THE RESTAURANT GROUP PLC
(Registered in Scotland with company number SC30343)
Business to be proposed at the Annual General Meeting
The action to be taken by shareholders is set out on page 2
of this letter.
Notice of the Annual General Meeting of The Restaurant Group
plc to be held at the offices of Maclay Murray & Spens LLP,
One London Wall, London EC2Y 5AB at 11am on 17 May 2012 is
set out on page 3 of this document. To be valid, the Form of
Proxy for use at the Annual General Meeting, which is
enclosed with this document, must be completed and returned
by shareholders so as to be received by Equiniti Limited,
Aspect House, Spencer Road, Lancing, West Sussex BN99 6ZH not
later than 11am on 15 May 2012.
30 March 2012
(Registered in Scotland No. SC30343)
Registered Office:
1 George Square Glasgow G2 1AL
30 March 2012
Alan Jackson (Chairman)
Andrew Page (Chief Executive Officer)
Stephen Critoph (Group Finance Director)
Trish Corzine (Executive Director - TRG Concessions) Tony
Hughes (Independent non-executive Director) Simon Cloke
(Independent non-executive Director)
To all Shareholders
Dear Shareholder
The Annual General Meeting ("AGM") of The Restaurant Group plc ("the Company") is to be held on 17 May 2012, notice of which ("Notice of AGM") is set out on pages 3 and 4 of this letter. You will find enclosed with this letter the Annual Report of 2011 and the associated Form of Proxy. This letter highlights a number of items of business to be transacted at the AGM.
DividendYour Directors are recommending a final dividend of 6.5p per ordinary share for the year ended 1 January 2012 which will be paid on 19 July 2012 to shareholders on the register at the close of business on 29 June 2012. The Company's shares will trade ex-dividend from 27 June 2012 until the payment date. If approved, the total dividend payable in respect of 2011 would be 10.5p per ordinary share.
Election of Directors
The Company's articles of association require that each
Director shall be subject to re-election at each annual
general meeting of the Company, as recommended by the UK
Corporate Governance Code.
Biographical details for the Directors are provided on pages
16 and 17 of the accompanying Annual Report.
The Chairman confirms that following the completion of the
annual performance evaluation and appraisal exercise,
the performance of these Directors seeking re-election
continues to be effective and that these Directors
demonstrate commitment to their roles. Their re-election is
therefore recommended.
In line with regulations in relation to the preparation and
approval of a Directors' remuneration report, Resolution 2
is
to be proposed at the AGM. This resolution will provide
shareholders with the opportunity to comment on remuneration
matters and policy, although shareholders should note that in
accordance with the relevant regulations, this vote will
be advisory in nature.
Resolution 10 provides shareholders with an opportunity to approve the re-appointment of Deloitte LLP as auditor of the Company and authorise the Directors to determine their remuneration.
Share capitalUnder the Companies Act 2006 ("the Act"), directors of companies may not allot shares unless authorised to do so by the shareholders in general meeting. Furthermore, a company proposing to allot shares for cash may not do so before first offering them to existing shareholders, subject to certain exceptions.
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It is common practice for directors to seek shareholder
approval at an annual general meeting for authority to allot
shares should the need arise, subject to certain limits and
within a specified time period, and your Directors propose
seeking shareholders' approval to renew authorities granted
in previous years.
Resolution 11 will be proposed as an ordinary resolution to
authorise the Directors generally to allot shares up to an
aggregate nominal amount of £18,773,553, representing
approximately one third of the issued ordinary share capital
of the Company as at 30 March 2012 (being the latest
practicable date before publication of this document).
Such authority will expire at midnight on 16 August 2013 or,
if earlier, at the conclusion of the next annual general
meeting of the Company. The Directors have no present
intention of exercising this authority. The Company does not
currently hold any of its shares in treasury.
Resolution 12 will be proposed as a special resolution to
empower the Directors to allot shares for cash pursuant to
the authority given in Resolution 11, other than on a
pre-emptive basis, up to an aggregate nominal amount of
£2,816,033 such number representing 5 per cent of the issued
share capital of the Company as at 30 March 2012 (being the
latest practicable date before publication of this document)
and otherwise to allot shares in connection with rights
issues.
The Directors have no present intention of exercising this
authority which will expire at midnight on 16 August 2013 or,
if earlier, at the conclusion of the next annual general
meeting of the Company.
The Directors are aware of the Institutional Guidelines which
state that no more than 7.5 per cent of a company's ordinary
share capital should be issued for cash on a non pre-emptive
basis in any three year rolling period. Over the last three
years, the directors have not allotted shares for cash on a
non pre-emptive basis other than pursuant to employee share
schemes.
In line with previous years, authority was given to the
Directors at the annual general meeting held in 2011 to make
market purchases (within the meaning of section 693(4) of the
Act) of ordinary shares in the capital of the Company subject
to certain conditions, such authority to expire on the date
of the annual general meeting to be held in 2012.
The Directors have not made any market purchases of ordinary
shares during the period of this authority. Resolution 13
will be proposed as a special resolution to extend the
authority for a further period. The authority is restricted
to
a maximum of 20,025,123 shares, which is equivalent to 10 per
cent of the Company's issued share capital as at
30 March 2012 (being the latest practicable date before
publication of this document). The authority also sets the
minimum and maximum prices that can be paid. The authority
will only be exercised in circumstances where the Directors
have considered the effect on earnings per share and expect
that such purchases will be in the best interests of
shareholders generally.
The proposals set out in this letter require the approval of
the shareholders. Shareholders will find a Form of Proxy for
use at the AGM enclosed with the Annual Report of 2011. The
Form of Proxy should be returned to Equiniti Limited, Aspect
House, Spencer Road, Lancing, West Sussex BN99 6ZH as soon as
possible but in any event to arrive by no later than 11am on
15 May 2012.
The return of the Form of Proxy does not prevent a
shareholder from attending the AGM and voting and/or speaking
in person if he or she wishes to do so.
The quorum for the AGM is at least two shareholders present
in person or either by proxy or a corporate representative.
The special resolutions to disapply pre-emption rights and to
authorise market purchases will require the approval
of 75 per cent of the votes cast at the AGM. The remaining
resolutions are ordinary resolutions and will require a
simple majority.
Yours faithfully
Alan Jackson
Chairman
The Restaurant Group plc
5-7 Marshalsea Road
London SE1 1EP Tel: 020 3117 5001 www.trgplc.com
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NOTICE OF ANNUAL GENERAL MEETING THE RESTAURANT GROUP PLC(Registered No. SC30343)
Notice is given that the 57th Annual General Meeting of The Restaurant Group plc ("the Company") will be held at the offices of Maclay Murray & Spens LLP, 12th Floor, One London Wall, London EC2Y 5AB on 17 May 2012 at 11am for the following purposes:
ORDINARY BUSINESS
To consider and if thought fit, to pass the following
resolutions which will be proposed as ordinary
resolutions:
1. To receive the report of the Directors and to adopt the
accounts for the financial year ended 1 January 2012 together
with the auditor's reports thereon.
2. To approve the Directors' remuneration report for the year
ended 1 January 2012 (advisory only).
3. To declare a final dividend of 6.5p per ordinary share for
the year ended 1 January 2012.
4. To re-elect Alan Jackson as a Director of the Company.
5. To re-elect Andrew Page as a Director of the Company.
6. To re-elect Stephen Critoph as a Director of the
Company.
7. To re-elect Trish Corzine as a Director of the
Company.
8. To re-elect Tony Hughes as a Director of the Company.
9. To re-elect Simon Cloke as a Director of the Company.
10. To re-appoint Deloitte LLP as auditor to hold office from
the conclusion of the Annual General Meeting to the
conclusion of the next annual general meeting and to
authorise the Directors to determine their remuneration.
To consider and, if thought fit, pass the following resolutions, of which resolution 11 will be proposed as an ordinary resolution and resolutions 12, and 13 will be proposed as special resolutions.
Ordinary resolution
11. THAT in substitution for any existing authority under
section 551 of the Companies Act 2006 (the "Act"), but
without prejudice to the exercise of any such authority prior
to the date of this resolution, the Directors of the Company
be generally and unconditionally authorised in accordance
with section 551 of the Act to allot shares in the Company
and to grant rights ("relevant rights") to subscribe for, or
to convert any security into, shares in the Company up to
an aggregate nominal amount of £18,773,553, such
authorisation to expire at midnight on 16 August 2013 or, if
earlier, at the conclusion of the next annual general meeting
of the Company, unless previously renewed, revoked or
varied
by the Company in general meeting, save that the Company may
at any time before the expiry of this authorisation make an
offer or agreement which would or might require shares to be
allotted or relevant rights to be granted after the expiry of
this authorisation and the Directors of the Company may allot
shares or grant relevant rights in pursuance of any such
offer or agreement as if the authorisation conferred hereby
had not expired.
12. THAT subject to the passing of resolution numbered 11
above ("Section 551 Resolution") and in substitution for any
existing authority under Sections 570 and 573 of the Act but
without prejudice to the exercise of any such authority prior
to the date of this resolution, the Directors of the Company
be empowered in accordance with those sections
to allot equity securities (within the meaning of section
560(1),(2) and (3) of the Act) either pursuant to the Section
551
Resolution or by way of a sale of treasury shares, in each
case as if section 561(1) of the Act did not apply to such
allotment, provided that this power shall be limited to:
(a) the allotment of equity securities (otherwise than
pursuant to sub-paragraph (b) below) up to an aggregate
nominal amount of £2,816,033; and
(b) the allotment of equity securities in connection with an
offer to (i) all holders of ordinary shares of
281/8 pence each
in the capital of the Company in proportion (as nearly as may
be) to the respective numbers of ordinary shares
held by them and (ii) to holders of other equity securities
as required by the rights of those securities (but subject to
such exclusions, limits or restrictions or other arrangements
as the Directors of the Company consider necessary or
appropriate to deal with treasury shares, fractional
entitlements, record dates or legal, regulatory or practical
problems in or under the laws of any territory, or the
requirement of any regulatory body or any stock exchange in
any territory or otherwise howsoever); and such power shall
expire at midnight on 16 August 2013 or, if earlier, at the
conclusion of the next annual general meeting of the Company,
but so that this power shall enable the Company to make an
offer or agreement before such expiry which would or might
require equity securities to be allotted after such expiry
and the Directors of the Company may allot equity securities
in pursuance of any such offer agreement as if such expiry
had not occurred.
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13. THAT the Company be and is generally and unconditionally
authorised for the purposes of section 701 of the Act to make
market purchases (within the meaning of section 693(4) of the
Act) of its ordinary shares of
281/8 pence each in the capital of
the Company and to cancel or hold in treasury such shares
provided that:
(a) The maximum aggregate number of ordinary shares
authorised to be purchased is 20,025,123 (representing
10 per cent of the Company's issued ordinary share
capital);
(b) The minimum price which may be paid for such ordinary
shares is 281/8 pence per
share;
(c) The maximum price (exclusive of expenses) which may be
paid for an ordinary share is the higher of:
(i) an amount equal to 5 per cent above the average of the
middle market quotations for the ordinary shares as derived
from the London Stock Exchange Daily Official List for the
five business days preceding the date on which the ordinary
share is contracted to be purchased; and
(ii) the higher of the price of the last independent trade
and the highest current independent bid on the London
Stock Exchange Daily Official List at the time the purchase
is carried out;
(d) The authority hereby conferred shall expire at midnight
on 16 August 2013 or, if earlier, at the conclusion of the
Company's next annual general meeting unless such authority
is renewed, revoked or varied prior to such time by the
Company in general meeting; and
(e) The Company may make a contract or contracts to purchase
ordinary shares under the authority conferred prior
to the expiry of such authority which will or may be executed
wholly or partly after the expiry of such authority and may
make a purchase of ordinary shares in pursuance of any such
contract or contracts.
1 George Square
Glasgow G2 1AL
30 March 2012
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Notes
1. Information about this meeting is available from the
Company's investor relations web page: www.trgplc.com
2. As a member, you are entitled to appoint a proxy or
proxies to exercise all or any of your rights to attend,
speak and vote at the Meeting. A proxy need not be a member
of the Company but must attend in person to represent you.
You may appoint more than one proxy provided each proxy is
appointed to exercise rights attached to different shares.
You may not appoint more than one proxy to exercise the
rights attached to any one share.
3. A form of proxy is enclosed. To be valid and effective,
any proxy form and any power of attorney or other authority,
if any, under which they are signed or a notarially certified
copy of that power of attorney or authority must be deposited
at the office of the Company's registrars at Equiniti
Limited, Aspect House, Spencer Road, Lancing, West Sussex
BN99 6ZH so as to be received not later than 11am on 15 May
2012. Completion of the proxy form
or other instrument of proxy does not preclude a member from
subsequently attending, voting and speaking at the
Meeting in person if he or she so wishes.
4. Copies of contracts of service of Directors and letters of
appointment with the Company or with any of its subsidiary
undertakings will be available for inspection at the
registered office and offices of the Company's solicitors
(Maclay Murray & Spens LLP at One London Wall, London EC2Y
5AB) during normal business hours (weekends and public
holidays excepted) from the date of this notice and shall
also be available at the place of the Meeting at least
15 minutes prior to the Meeting and during the Meeting.
5. Only those members entered on the Company's register of
members not later than 6.00pm on 15 May 2012 or,
if the Meeting is adjourned, shareholders entered on the
Company's register of members not later than 6.00pm on the
day two days prior to the time fixed for the adjourned
meeting shall be entitled to attend and vote at the Meeting.
Changes to entries on that register after that time shall be
disregarded in determining the rights of any member to attend
and vote at the Meeting.
6. Any member attending the Meeting has the right to ask
questions. The Company must cause to be answered any such
question relating to the business being dealt with at the AGM
except in certain circumstances including if it is
undesirable in the interests of the Company or the good order
of the Meeting that the question be answered or if to do so
would involve the disclosure of confidential information.
7. A person to whom this notice is sent who is a person
nominated under section 146 of the Act to enjoy information
rights (a "Nominated Person") may, under an agreement between
them and the member by whom they were nominated, have a right
to be appointed (or to have someone else appointed) as a
proxy for the Meeting. If a Nominated Person has no such
proxy appointment right or does not wish to exercise it, they
may, under any such agreement, have a right to give
instructions to the member as to the exercise of voting
rights. The statement of the rights of members in relation to
the appointment of proxies in paragraph 2 and 3 above does
not apply to Nominated Persons. The rights described in these
paragraphs can only be exercised by members of the
Company.
8. CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment service may do
so for the AGM to be held on 17 May 2012 and any
adjournment(s) thereof by using the procedures described in
the CREST Manual on the Euroclear website
(www.euroclear.com/CREST). CREST personal members or other
CREST sponsored members, and those CREST members who have
appointed a voting service provider(s), should refer to their
CREST sponsor or voting service provider(s), who will be able
to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using
the CREST service to be valid, the appropriate CREST message
(a "CREST Proxy Instruction") must be properly authenticated
in accordance with Euroclear UK & Ireland Limited's
(Euroclear) specifications and must contain the information
required for such instructions, as described
in the CREST Manual. The message, regardless of whether it
constitutes the appointment of a proxy or to an amendment to
the instruction given to a previously appointed proxy must,
in order to be valid, be transmitted so as to be received by
the issuer's agent (ID RA19) by 11am on 15 May 2012. For this
purpose, the time of receipt will be
taken to be the time (as determined by the timestamp applied
to the message by the CREST Applications Host) from which the
issuer's agent is able to retrieve the message by enquiry to
CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or
voting service providers should note that
Euroclear does not make available special procedures in CREST
for any particular messages. Normal system timings and
limitations will therefore apply in relation to the input of
CREST Proxy Instructions. It is the responsibility of the
CREST member concerned to take (or, if the CREST member is a
CREST personal member or sponsored member
or has appointed a voting service provider(s), to procure
that his CREST sponsor or voting service provider(s) take(s))
such action as shall be necessary to ensure that a message is
transmitted by means of the CREST system by any particular
time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting service providers
are referred, in particular, to those sections of the CREST
Manual concerning practical limitations of CREST system and
timings. The Company may treat as invalid a CREST Proxy
Instruction in the circumstances set out in Regulation
35(5)(a) of the Uncertificated Securities Regulations 2001.
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9. As at 30 March 2012, the Company's issued share capital
comprised 200,251,232 ordinary shares of
281/8 pence each. Each ordinary
share carries the right to one vote at general meetings of
the Company.
10. It is possible that, pursuant to requests made by members
of the Company under section 527 of the Act, the Company may
be required to publish on a website a statement setting out
any matter relating to (i) the audit of the Company's
accounts (including the auditor's report and the conduct of
the audit) that are to be laid before the Meeting; or (ii)
any circumstance connected with an auditor of the Company
ceasing to hold office since the previous meeting at which
annual accounts and reports were laid in accordance with
section 437 of the Act. The Company
may not require the members requesting any such website
publication to pay its expenses in complying with
sections
527 or 528 of the Act. Where the Company is required to place
a statement on a website under section 527 of the Act it must
forward the statement to the Company's auditor not later than
the time when it makes the statement available on the
website. The business which may be dealt with at the Meeting
includes any statement that the Company has been required
under section 527 of the Act to publish on a website.
11. You may not use any electronic address provided either in
this Notice of Meeting or any related documents to
communicate with the Company for any purpose other than as
expressly stated.
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The Restaurant Group plc
5-7 Marshalsea Road
London SE1 1EP Tel: 020 3117 5001 www.trgplc.com
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