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Unbound Group Plc

Investor Presentation Jun 29, 2021

6138_rns_2021-06-29_7e9b7822-c602-4a51-83e0-46619a8799d5.pdf

Investor Presentation

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Capital Markets Day – 29th June 2021

Shaping a new future

Disclaimer

IMPORTANT NOTICE

This presentation has been prepared by Electra Private Equity PLC ("Electra"). The information and opinions contained in the presentation and any other material discussed verbally (collectively, the "presentation") are provided as at the date of this presentation and are subject to change without notice.

This presentation has been made to you solely for information purposes in connection with Electra's Capital Market Day and in particular the proposed demerger by Electra of the Hostmore group and the admission of the entire issued and to be issued share capital of Hostmore PLC (currently Hostmore Limited) ("Hostmore") to the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of the London Stock Exchange plc ("Admission"). This presentation may be amended and supplemented as Electra sees fit, may not be relied upon for the purpose of entering into any transaction and should not be construed as, nor be relied on in connection with, any offer, invitation or inducement to purchase or subscribe for, underwrite or otherwise acquire, hold or dispose of any securities of Electra or Hostmore, and shall not be regarded as a recommendation in relation to any such transaction whatsoever. This presentation is not a prospectus for the purposes of the Prospectus Regulation Rules of the FCA.

The Hostmore shares have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") or the securities laws of any state of the United States and may not be offered or sold in the United States absent registration with the US Securities and Exchange Commission, except in reliance on an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Any securities referred to in this presentation have not been and will not be registered under the securities laws of any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction (together the "Restricted Jurisdiction(s)"), and, subject to certain exceptions, may not be offered or sold within any Restricted Jurisdiction. Any failure to comply with the above restrictions may constitute a violation of securities laws. This presentation does not constitute an offer of securities to the public in the United Kingdom, the United States or in any other jurisdiction.

None of Electra, Hostmore, HSBC Bank plc ("HSBC"), Numis Securities Limited ("Numis", and together with HSBC, the "Banks") or any of their respective shareholders, subsidiaries, affiliates, associates, or their respective directors, officers, partners, employees, representatives and advisers (the "Associates" and together with Electra, Hostmore and the Banks, the "Relevant Parties") makes any representation or warranty, express or implied, as to the fairness, truth, fullness, accuracy or completeness of the information contained in this presentation, or otherwise made available, nor as to the reasonableness of any assumption contained herein, and any liability therefore (including in respect of direct, indirect, consequential loss or damage) is expressly disclaimed. Nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future and no reliance, in whole or in part, should be placed on the fairness, accuracy, completeness or correctness of the information contained herein. In particular, but without limitation, no representation or warranty, express or implied, is given by them as to the achievement or reasonableness of, and no reliance should be placed on, any projections, opinions, estimates, forecasts, targets, prospects, returns or other forward-looking statements contained herein. Further, nothing in this presentation should be construed as constituting legal, business, tax, financial or other specialist advice. Neither receipt of the presentation by any person, nor any information contained in the presentation, supplied with the presentation or subsequently communicated to any person by, or on behalf of Electra, Hostmore, the Banks or any other Relevant Party constitutes or is to be taken as constituting the giving of investment advice by Electra, Hostmore , the Banks or any other Relevant Party.

HSBC, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the UK by the FCA and the PRA, and Numis which is authorised and regulated in the UK by the FCA, are acting as financial advisers exclusively for Electra and Numis is acting exclusively as sponsor for Hostmore and in each case for no one else in connection with the demerger, Admission or any other matters described in this presentation and will not regard any other person (whether or not a recipient of this presentation) other than Electra and Hostmore as a client in connection with the demerger, Admission or any other matters described in this presentation and will not be responsible to anyone other than Electra and the Hostmore group for providing the protections afforded to their respective clients nor for providing advice to any such other person in connection with the demerger, Admission, or any other matters referred to in this presentation. Apart from the responsibilities and liabilities, if any, which may be imposed on HSBC or Numis by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, none of HSBC, Numis nor any of their respective affiliates, directors, officers or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of HSBC or Numis (as applicable) for the contents of this presentation or its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, or by any other person(s) in connection with the demerger, Admission, this presentation, any statement contained herein, or otherwise.

Certain industry and market data used in this presentation has been obtained from publications and studies conducted by third parties and estimates prepared on certain assumptions. While the industry and market data from external sources is believed to be accurate and correct, none of the Relevant Parties have independently verified such data or sought to verify that the information remains accurate as of the date of this presentation and the Relevant Parties do not make any representation as to the accuracy of such information.

Certain statements made in this announcement are forward-looking statements and by their nature, all such forward-looking statements involve risk and uncertainty. Forward-looking statements include all matters that are not historical facts and often use words such as "expects", "may", "will", "could", "should", "intends", "plans", "predicts", "envisages" or "anticipates" or other words of similar meaning. These forward-looking statements are based on current beliefs and expectations based on information that is known to Electra and the Hostmore group at the date of this presentation. Actual results of the Hostmore group and/or its industry may differ from those expressed or implied in the forward-looking statements as a result of any number of known and unknown risks, uncertainties and other factors, including, but not limited to, the effects of the COVID-19 pandemic and uncertainties about its impact and duration, many of which are difficult to predict and are generally beyond the control of Electra and the Hostmore group. Persons receiving this announcement should not place undue reliance on any forward-looking statements. Unless otherwise required by applicable law or regulation, Electra, Hostmore , the Banks and every other Relevant Party disclaims any obligation or undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All information, opinions and estimates contained herein are given as of the date hereof and are subject to change without notice. None of Electra, Hostmore, the Banks or any other Relevant Party is under any obligation or gives any undertaking to provide the recipient with access to any additional information or to update the presentation or any additional information or to correct any inaccuracies in the presentation which may become apparent.

No statement in this presentation is intended as a profit forecast for any period. Certain figures contained in this presentation, including financial information, have been subject to rounding adjustments. The financial information set out in this presentation is based on certain important assumptions and adjustments and does not purport to represent what results of operations are on an audited basis or actually will be in any future periods.

None of the Relevant Parties shall have any liability whatsoever for any loss howsoever arising, directly or indirectly, arising from the use of this presentation or otherwise in connection with this presentation. No duty of care is owed to you or to any other person by the Relevant Parties in respect of this presentation.

By attending this presentation (whether in person, by telephone or other electronic means) and/or by accepting any copy of this document, you agree to be bound by the foregoing limitations and conditions and, in particular, you will be taken to have represented, warranted and undertaken that you have read and agree to comply with the contents of this notice.

Today's presenters

Agenda for the day

1 Introduction to Hostmore
Leading branded casual dining offering with unique market position & a new, sophisticated city-based cocktail bar
Robert Cook
2 Sizing the opportunity
Strong supply/demand dynamic post COVID-19 with scope for selective consolidation
Robert Cook
3 Brand and
customer proposition
Refreshed strategy towards an integrated omni-channel offering and strong ESG credentials
Robert Cook
4 Operational platform
Diversified and well-balanced estate portfolio across location types and regions
Robert Cook
Break
5 Transforming Fridays for the future
Successful cost management during the pandemic geared to future growth
Alan Clark
6 Financial
framework
Attractive financial profile focused on cash generation and profitability
Alan Clark
7 Closing remarks Robert Cook
Q & A
3

Background to Hostmore demerger

Electra
investment
in Fridays

Electra acquired the Fridays business in 2014, and provided investment and support for further development of
the casual dining brand in the UK
Transforming
Fridays

Fridays' store portfolio grew by 26 stores net between 2014-2020

Hired new management team in 2019/2020

Significantly improved product and relevance to today's consumer

Structural opportunity for acceleration post COVID-19

brand in 2021, a parent company for "Fridays" and "63rd
+ 1st
Introduced Hostmore
"
Background
to Demerger

Electra is in the final stage of its portfolio realisation strategy, having returned over £2 billion to shareholders
since launching this strategy in October 2016

Electra continues to target 2021 realisations for the remaining assets in portfolio

Intention to demerge Hostmore
onto the FTSE Main Market in Q3 2021

Electra remains focused on ensuring that Hostmore
has the appropriate balance sheet to maximise its future
potential and value as a standalone publicly listed company and will continue to assess the optimal capital
structure and potential sources of capital for the business

Introducing Hostmore

Business overview

  • Hostmore was created in 2021 and is a growing hospitality group, to be headquartered in Edinburgh
  • Hostmore is the parent company for the casual dining brand of "Fridays", and the cocktail-led bar and restaurant brand of "63rd+1st"
  • The group has been created to provide a platform for the development and build-out of hospitality brands
  • Hostmore's hospitality businesses are defined by iconic brand experience, vibrant heritage and sector-leading technology
  • Hostmore is seeking to add rapidly growing, early-stage businesses to its portfolio of complementary hospitality brands and extend its offering into other experience led, leisure concepts
  • The group has a highly experienced management team in place, led by Robert B Cook (CEO) and Alan Clark (CFO)

Group structure chart

Hostmore Board of Directors

Robert Cook CEO

Neil Johnson Chairman of the Board1,4

  • Appointed as Executive Chairman of Electra Private Equity in March 2018 after joining the company as Non-Executive Chairman and Director in May 2016
  • Neil is currently a Non-Executive Director of QinetiQ Group plc and SID of the Business Growth Fund

Previously CEO UK and a board member at Virgin Active

8 years CEO of Malmaison and Hotel du Vin from Jan 04 –

He was formerly CEO of the RAC

Joined Fridays in December 2019

3 years CEO of Devere Hotels and Resorts

David Lis Senior
Independent Director

Appointed as SID of Electra
Private Equity in March 2018,
after joining the company as a Director in May 2016

David is a Non-Executive Director of Melrose Industries
plc, BCA Marketplace plc and The Multifamily Housing
REIT plc

Prior to Electra, David held a number of senior roles at
Aviva Investors, rising to CIO of Equities and Multi
Assets, with £276bn of AUM

Prior to Aviva, David spent a number of years as Head of
IR at Ludgate Communications
Gavin Manson Director, Chair
of Audit Committee
  • Currently Chief Financial and Operating Officer of Electra Private Equity
  • Prior to joining Electra in 2016, Gavin was the Finance Director of Thomas Cook Group's tour operator and hotels and resorts division
  • Previously Finance Director at Premier Farnell (5 yrs)
  • Gavin began his career with KPMG and is a chartered accountant

Alan Clark CFO

Joined Fridays in March 2020

Jan 12

  • Previously CFO at D&D London
  • CFO of international businesses including Sandals Resorts (Jamaica) and HongKong & Shanghai Hotels (Hong Kong)
  • Previously Finance Director at Rocco Forte Hotels (4 yrs) and Malmaison & Hotel du Vin Hotels (4 yrs)

Stephen Welker2,4 Non-Executive Director

  • Stephen is a Partner at Sherborne Investors, a turnaround investment firm where he leads their Investors' research function
  • He is currently a Director of Electra Private Equity and has been a non-executive director for Fridays since 2017
  • Prior to joining Sherborne, Stephen worked at Morgan Stanley on both real estate investment banking and principle investment transactions

6 RESTRICTED To step down as Chairman after the first AGM in Spring 2022 To step down as NED after the first AGM in Spring 2022 TBC NED to be appointed as Chair of Remuneration and Audit after the first AGM in Spring 2022 Board succession plans are in place

Key investment highlights

An iconic brand within the UK casual dining sector, repositioned to benefit from current market dislocation

Highly experienced team, transforming the business and accelerating performance

Previously Managing Legal Counsel at John Wood Group plc and Senior Legal Counsel and Group Ethics Officer at each of Amec Foster Wheeler plc and AMEC plc, as well as interim Senior Counsel – Corporate at Tesco

Ladbrokes

Checkatrade

Previously Group Talent & Development Director for Merlin EntertainmentsHas broad experience within multiple sectors including Retail, Manufacturing,

FMCG, Leisure and Hospitality

RESTRICTED

8

  • UK
  • A law graduate with a passion for technology and delivering large-scale transformation projects related to Cloud Technology, IT Infrastructure, Automation and AI, Consumer Facing UI and UX

Robert Henry

Head of Legal and Company Secretary

  • Joined Fridays in April 2021
  • Previously a Senior Associate at Dentons, with further private practice experience at Freshfields Bruckhaus Deringer

Experienced Brand, Digital & E-commerce expert for both Agency and Clients including Betfair, WiggleCRC and

Introduction to Hostmore

Leading branded casual dining offering with a unique market position & a new, sophisticated city-based cocktail bar

Hostmore overview

Leading casual dining franchise of an American-themed restaurant chain providing a high energy and fun environment, with a wide demographic appeal together with a new, sophisticated city-based cocktail bar

Notes: 1. Monthly average number of employees for the period 2. With a further 4 additions planned

Fridays' history and key milestones

Fridays offers authentic American food and legendary drinks, served with genuine personal service. Bringing people together to socialize and celebrate the liberating spirit of "Friday"

The Hostmore offering

Committed to ensuring customers enjoy "That Fridays Feeling" and are supported by excellent customer service and appetising food and drink provided at an affordable price

Hostmore targets a variety of customer groups through its series of brands

Source: Friday's Customer Summary, March 2021 Notes: 1. Data based on Fridays' app holders

13

  1. Children under the age of 18 are included within other categories

Diversified and balanced estate portfolio across location types and regions

Sizing the opportunity

Strong supply/demand dynamic post-COVID-19 with scope for selective consolidation

Large market poised to benefit from a recovery post COVID-19…

More opportunity for Hostmore as competitors have reduced their presence in the market

Pent-up demand Continued online ordering / delivery
takeaway
Capacity coming out of the market
Casual Dining
Restaurants enjoy a
Consumers visiting
higher NPS (23.8%)
full service
over Cafes (17.6%),
restaurants at least
QSRs (17.5%), High
once a month has
Street Pubs (15.9%)
increased from 49%
and High Street Bar
to
52% between
(14.6%) and may
Q1'21 & Q2'21
benefit from the
higher demand3
91% of UK
consumers
are
In the last 3 months,
spending more time
c.51% of UK
online in general and
consumers
have
59% of consumers
started delivery
have started or are
takeaway or
buying more
continuing to do this
groceries online since
more frequently
COVID-19
598 sites2 10%

554 closures coming
from only the top 18
casual dining chains2

Represents c.10% of
total sites pre-COVID-19

Source: GlobalData, CGA Coffer Peach

Notes:

16

RESTRICTED

  1. Refers to total OSP (Operator Selling Price) in the casual dining market and as a % of total foodservice market OSP 2. Refers to key peer group that consists of branded casual dining chains in the UK (>= 5 sites)

  2. Data as at April 2021, provided by CGA

…with growth across food & beverage as well as from delivery takeaway

Recent consumer shift to delivery takeaway is expected to stay

RESTRICTED

  1. Refers to split by total OSP (Operator Selling Price)

Customers are increasingly looking for the next generation innovative experience

Significant capacity has come out of the market driven by site closures during COVID-19

Leading to a further reduction in number of restaurants per capita across the top 5 locations in the UK 11.9% 12.2% 12.7% 12.9% 12.7% Central Manchester Birmingham Edinburgh Leeds Average: 12.5%

London

While American-type restaurants have seen the highest number of net closures, Scotland and retail parks led in region & location1

Source: Local Data Company

19 Notes: 1. Refers to branded casual dining chains with >= 5 sites; net closures for the 18 month period between Jan-20 and Jun-21

However, there is a lot of pent-up demand in the market with consumers willing to spend on eating-out

American-type restaurants may benefit in a landscape where Italian-type restaurants are struggling (number of sites)

UK seated diners in 2021 vs. 2019 (yoy % change)

Strong demand expected for American-type restaurants Continued demand for online ordering / delivery takeaway

91%

Of UK consumers spending more time online in general2

59%

Of UK consumers have started or are buying more groceries online

Rise of online channel UK – the new normal & lifestyle changes in last 3 months

Cooking meals at home from scratch Cooking meals at home using meal kits Ordering takeaway/delivery from restaurants

Source: GlobalData, Local Data Company, Opentable State of the Industry

20 Notes: 1. Based on Opentable dataset of sample of restaurants and includes online, phone reservations as well as walk-ins 2. Includes – Started doing this, Continue to do this, Doing this more frequently answers

Fridays has a leading branded casual dining offering with unique market position…

Eating Out Market Map : Branded Casual Dining, Fast Casual, Food-to-go and QSR (selected brands only)

…and a strong brand loyalty, positioning it to be the winner in a market where competition is struggling

Source: GlobalData, Local Data Company

22 Note: 1. Also includes site conversions from other brands within Restaurant Group

  1. Based on survey that GlobalData has conducted

  2. Represents % of unique locations of the top 50 markets in the UK where brands have site presence; sites not in these areas will either be out of town locations or in towns outside the top 50 markets

Brand and customer proposition

Refreshed strategy to create an integrated omni-channel offering strong ESG credentials

Refreshed strategy demonstrating significant market outperformance

New relevance to customers, with food and drink offerings that are attractive for our key demographics and enabling greater wallet share

Refreshed strategy demonstrating significant market outperformance (cont'd)

Significant opportunity to roll out 63rd+1st in city centres and high streets

A city-based cocktail bar — delivering a more sophisticated view of the Fridays personality

  • Returning to our bar heritage offering a large selection of iconic cocktails, spirits, beers and wines
  • Open all day from 9am serving light breakfast, coffee, through to lunch and dinner, with atmosphere transitioning from warm, 'low key' jazz and neo soul classics, to more upbeat funk and house music in the evening
  • The offering targets affluent young professionals and university students with more sophisticated tone than the Fridays restaurants

The offering and inspiration Secured sites and target destinations

Target destinations are university towns and secondary affluent cities

4 initial sites with scope for 20+ sites by 2023

Secured sites

Notes: 1. Heads of terms agreed.

Revitalising the core estate – Famous at Fridays project

New Food and Beverage offering based on consumer research

  • Fridays has been trialling a refreshed menu at 13 stores under the 'Famous At Fridays' project
  • The sites will have a new menu for food and drinks based on new inventions and old classics
  • The new appetizer menu has premium dishes which are freshly made with higher quality ingredients
  • The main dishes offer high quality meat selected from Fridays' master butchers and are made from healthier ingredients
  • Fridays has introduced a new range of 'relevant' cocktails
  • Recent feedback1 from long lapsed and non-lapsed consumers shows that:
  • Consumers have highly rated the quality of food, the value for money and entertaining and engaging environment
  • Food is 'simply indulgent' and consumers have noticed the focus on healthy portion sizes and ingredients

Vibrant new cocktail menu and premium spirits

Appetizers ideal for sharing, premium quality and freshly made

Unique 'Famous at Fridays' highlight main menu items

Integrated omni-channel offering, maximising demand and customer choice

New initiatives based on extensive consumer research conducted by Oystercatchers

*Currently redeemable during dine-in visits. Digital and Drive-in to be added in due course.

Dine in: It's what we do

A level of restaurant entertainment and enjoyment that can't be found anywhere else
It's all about the Fridays Feeling
1
Fridays
people…

Highly skilled individuals full of enthusiasm that make
customers feel valued and special

Management dedicated on talent development and
internal promotion

Front-line team member training and re-certification
performed every year
2
…serving
Fridays Food…

Re-engineered menu with focus on quality, sourcing
and nutritional responsibility, and with the same
delicious experience

Signature dishes and cocktails with personality

Improved presentation
3
…in a Fridays
environment…

Premium brand-led iconic bar is the energetic engine of
the restaurant

Open kitchen is the beating heart of the restaurant

Localised motifs enhance connections with guests
4
…to create the
Fridays Feeling

A vibrant and fun atmosphere

The go-to fun location for special occasions (celebration
parties, family outings,etc.)

The first "going-out" place for the young teenagers,
becoming quickly the "meet-up" spot for the group
Notes:

Going to the next level with Fridays Dine in and Go and Drive in

The Fridays Feeling delivered at speed for customersAnd Go
Exploiting QSR technology to accommodate all customer needs
5
Fridays and Go
Fridays is
currently

Located in high footfall traffic sites, the average time
spent will be around 5 minutes for takeout and 15
minutes for eat in

This proposition is for customers looking for
convenience, as well as the Fridays consistent quality

Hot food is pre-prepared and delivered from the kitchen
Iconic Fridays stripes have
been brought back
progressing
QSR
opportunities
with service
station providers
via a shoot

Pre-made boxed meals and drinks are also available
from a fridge unit (accessible to customers) and a
counter cabinet

Food is handed over to customers packaged in the
iconic Fridays striped packaging and placed in a
branded bag to either eat in or take out
Packaging is fully recyclable
and digital menus also aid
ordering speed
6
Fridays and Go
Fridays is also
currently
exploring Drive
in with QSR
sites

Capital efficient model where service station operators
hold the infrastructure and Fridays earns a license fee

At drive in sites, customers drive up and park in an
allocated bay

Customers can order through a digital screen, that
operates voice activation

Customers can be entertained by digital screens whilst
they wait for their order and the content is managed by
a specific service team

Delivery

When travelling to a Fridays restaurant isn't an option, we're continuing to keep that Fridays Feeling alive

Leveraging the dark brand model

  • Since the COVID-19 pandemic, Fridays has re-adjusted its operating model to capture the changing trends in consumer behaviour
  • Delivery operations capitalise on the socially shareable nature of Fridays and will stand out with packaging to reinforce Fridays' sector leadership, heritage and iconic status
  • Delivery has a twofold benefit: Fridays becomes accessible to customers in new geographies and delivery operators can enter new geographies
  • Fridays is becoming increasingly focused on cohabiting with other brands within various delivery aggregator networks

Dark brands are part of our future (e.g. Jailbreak Chicken brand) In 33 stores powered by Deliveroo and Just Eat Potential to roll across whole brand through aggregator Lower margin to compete with QSR

Iconic packaging which is fully recyclable

restaurant sites with Deliveroo

Current

Current

Consistency of quality and standard, branded packaging marked with an "F"

Digital

Fridays at Home for customers who want to enjoy the experience in the comfort of their own home
Home delivery via a
matrix of online channels
1
DIY meal kits

Fridays' DIY meal kits for home, providing a choice of beef and
chicken with portions for both 2 & 4 people

The current range includes Fridays Sesame Chicken Strips,
The Glazed Burger, BBQ Ribs & Legendary Glazed Ribs

The range has recently expanded to include the BBQ Box for
summer 2021
Great Food 2 U
delivers iconic
dishes
such as
burgers, sesame
jack chicken and ribs
2
Cocktails at
Home

Fridays products will be branded with Great Food 2 U to
preserve the characteristics of the brand

Own-label brands can be delivered through partners. These
include canned and large-bottle versions of 6 classic cocktails,
an own-brand American Pilsner, own-brand still & sparkling
water, Prosecco and wine-in-a-can party packs, no and low
alcohol cocktails, all curated with the true Fridays' spirit

Negotiating a license from TGI Fridays International to retail in
multiple online channels for the UK market and will be using the
likes of Amazon, Drinksupermarket.com, Beerhawk, Beers of
Europe and Majestic Wines
Cocktails are served
in a fully recyclable
aluminium bottle
3
Click & Collect

Click & Collect began during the first COVID-19 lockdown and
has been a successful service addition since

Click & Collect now operates across the majority of stores1

Considered and targeted marketing strategy

Marketing approach

Strong ESG credentials aligned with consumers' increasing focus

Becoming a leader in sourcing responsibly… …Has enabled sustainable supply chain and procurement
management
Sustainable
sourcing
Suppliers are required to be members of the Supplier Ethical
Data Exchange
New Stripe uniform produced from recycled plastic bottles
Sustainable
base
100% RSPO (Roundtable on Sustainable Palm Oil) certified
products and sustainable soy policy
All waste oil recycled into bio diesel
Local
sourcing
Replaced international beef suppliers with Scottish Quality
Assured Beef and British Beef
Reduced commitment to steak stock by investing in British beef and in return
reducing our carbon footprint;
MSC approval on Fisheries
Sustainable
nutrition
Reducing salt, sugar and calories as part of PHE's nutrition
programme
New oil has reduced saturated fats from 24g to 7g per 100g
Animal
welfare
Partner with Better Chicken Commitment and sourcing from
independently approved fisheries
Achieved the Good Egg Award in 2019 for removing all caged hen eggs from
all Fridays produced products from the business

Operational platform

Diversified and well-balanced estate portfolio across location types and regions

Significant changes to operations were already part of the plan before the pandemic

Brand Relaunch Famous at Fridays Health & Safety Operations reset
Clear proposition and
identity refresh to drive
consumer reappraisal and
brand profile
Successful launch of new
proposition to 13 locations
with plan for full roll out in
2021
Simplified systems
ensuring legal compliance
incl. Trail online due
diligence, food
safety and standard
operating practice
delivered to Operations
Restructure and
reorganise for business
efficiencies and fresh focus
on operational excellence
Financial stability Central Guest Services
team & Service Cloud
Payroll overhaul Brand Development
Optimised Government
grants and employment
schemes, negotiated
landlord and supplier
concessions
Completely new function
for efficient booking
management and revenue
optimisation
Consolidation of 5 systems
to align operating model of
People, Process, Systems
& Measures
Defined new concepts for
63rd+1st
Drive in, QSR, Dark
Concepts and Fridays at
Home

Fridays' estate is well-diversified in terms of size and location

Investment in digital strategy to drive customer engagement

Digital transformation is a key underlying driver for Fridays' growth story and value creation

…has led to notably stronger customer engagement and will enable stronger utilisation of delivery and home services

Source: Company data

Digital focus: The New Era of the 'Eat From Anywhere' Guest

Diners expect restaurants to be able to serve them where they are

Digital focus: On our way to a "Total Experience Strategy"

Able to deliver on the whole digital platform

Break

Transforming Fridays for the future

Successful cost management during the pandemic geared to future growth

Investment has already been put into place to support future growth

Successful cost management during the pandemic

Highly successful rent negotiation strategy with landlords through pandemic

Structural cost savings will enhance profitability and cash generation


Management of the cost base, savings and use of government support measures, has protected EBITDA
Protect the
Government support includes use of the employee furlough scheme, benefits from the reduced output VAT rate,
a reduction in the business rates liability and regional council rates grants
balance sheet
Composition of the estate has allowed for new revenue channels with minimum investment required

Landlord negotiations have reduced contractual obligations and revised short term cashflows, whilst profitable
stores have had lease terms increased

New revenue channels, e.g. click & collect and online, are of an enduring nature, and will provide enhanced ROIs

1

A simplified menu, including a better quality offering resulting in improved customer spends, and a shorter logistics chain from localisation, has protected the margin

2

Variable payroll is reduced by a new, minimum guaranteed, hours contract whilst new efficiency-focussed KPIs have been introduced

Direct operational costs savings, net of increased delivery costs from new revenue channels, include a new utilities contract and insourcing and/or renegotiation of supplier contracts

3 4

Several site-level improvements enabled a successful re-opening

Re-opening plan replicates successful strategy implemented post-lockdown 1.0

Re-opening strategy

Adopting the key learnings from previous lockdowns, enabled by Fridays' investment and continued digital transformation

30 stores open for outside dining since reopening. Introduction of 'Order & Pay at Table improved table turn

1

Alfresco dining capacity, of an enduring nature by agreement with landlords, delivering 1,320 covers (equivalent to c. 6 average-sized restaurants)

2

Further investment in Central Bookings operation. The dynamic booking platform focuses on optimising "table turn" whilst the CRM enhances guest experience

3

Stores investment includes protective screening to mitigate social distancing restrictions and furniture to extend the outdoor dining season

4

FY20 showed encouraging signs, given significant restrictions to trading since Mar-20

Refreshed strategy demonstrating significant market outperformance

Fridays LfL Casual Dining Market LfL As observed in the period of Jul-Nov 2020… (80%) (60%) (40%) (20%) - 20% 40% Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 LFL sales growth per week (80%) (60%) (40%) (20%) - 20% 40% Apr-21 May-21 Jun-21 LFL sales growth per week ….as well as in the recent weeks Outdoor only dining Resumption of dine-in

Early success with LfLs outperforming since reopening post the initial lockdown but also more recently

Source: Coffer CGA Business Tracker

48

Financial framework

Attractive financial profile focused on cash generation and profitability

Long-term successful track record of strong cash generation and profitability prior to COVID-19

  • Management considers the FY20 financial performance as non representative of the business due to the extensive market lockdown during the year; the information below refers to FY19 instead:
  • Across the Group's 87 restaurants, Fridays generated £214.8m of revenue in FY19
  • The business generated high gross profit margins that met or exceeded 78% in both FY19 and FY18
  • Fridays generated £21.4m of free cash flow2 in FY19 from EBITDA of £25.6m (83.5% conversion rate4 )
FY18 FY19 FY20
Sales £208.9m
FY19
£214.8m
FY19
£129.1m
FY18
Gross margin 78.0% 78.3% 79.7%
in FY19 from
)
App users EBITDA
% margin
£24.7m
11.8%
£25.6m
11.9%
£1.5m
1.2%
668k5 Adj. Operating profit3 £14.6m £15.6m (8.9m)
Covers
Average spend
% margin 7.0% 7.3% n/m1
£17.33 Free cash flow2 £16.8m £21.4m £13.6m
% cash conversion4 68.2% 83.5% n/m1
Leverage Net debt / (cash) £49.5m £38.9m £28.1m
1.5x
Notes:
1.
Not meaningful
2.
Calculated as Cash from operations – Change in working capital – Tax paid
50
4.
Defined as Free cash flow / EBITDA RESTRICTED

RESTRICTED 5. As of June 2021

High quality portfolio of profitable sites, with measures in place to address the weakest performers

  • High quality portfolio with 91% of sites EBITDA positive in FY19
  • Majority of sites are located in high footfall locations, including retail parks, shopping centres and city centres and contribute, on average, EBITDA of £435k per site
  • Delivered structural cost improvements will drive increased underlying contribution
  • Renegotiating the Master Franchise and Development Agreements focussing on greater flexibility being available to the management team

Fridays historical financial performance

Company Profit & Loss

Income statement

£m, Dec YE, IFRS 2018A 2019A 2020A
1 Net Sales 208.9 214.8 129.1
% growth 2.8% (39.9%)
Net margin 162.9 168.1 102.9
% margin 78.0% 78.3% 79.7%
2 Variable expenses (84.1) (87.0) (59.5)
Fixed expenses (excl. D&A) (34.8) (35.2) (26.0)
Central expenses (icl. Franchise fee) (19.3) (20.3) (15.9)
3 EBITDA 24.7 25.6 1.5
% margin 11.8% 11.9% 1.2%
Depreciation (10.1) (10.0) (10.4)
Adj. Operating profit 14.6 15.6 (8.9)
% margin 7.0% 7.3% n/m 2
4 Amortisation (12.7) (12.7) (12.7)
5 Exceptional items (9.6) (4.9) (3.9)
6 Interest income / (expense)1 (2.8) (2.7) (2.4)
Adj. Profit Before Tax 2.2 8.1 (15.3)
8 Tax (1.4) (1.7) 1.3
Adj. Net Income 0.8 6.4 (13.9)

Other significant items

% net sales, Dec YE, IFRS 2018A 2019A 2020A
Labour 29% 29% 31%
7
Franchise fee
4% 4% 3%

Notes: 1. Include interest paid/received and other financing related costs 2. Not meaningful

Commentary

  • 1 FY19 sales growth driven by increase in both drinks and food sales; c.40% drop in FY20 as a result of the industry lockdown due to COVID-19, despite surge of dine out as a new income source at c.£14m
  • 2 Reduction of controlled expenses during the COVID-19 crisis as a result of diligent management cost-cutting plan

3 EBITDA excludes exceptional items described below; margin saw growth in FY19 and remained positive through COVID-19

  • 4 Amortisation represents expensing of goodwill on acquisition, and is a fixed monthly charge
  • 5 Exceptional items include changes in impairments, onerous lease provisions, as well as share based payments (only FY18), disposals and other exceptional items
  • 6 Net of bank debt interest paid, expensing of loan arrangements fees, and interest received
  • 7 Contractual fee payable on net sales, under franchise agreement
  • 8 Group has materially benefitted from Government pandemic support including furlough, business rates, VAT rate reduction, and council grants

Fridays historical financial performance (cont'd)

Balance Sheet and Cash Flow information

Cash flow statement

£m, Dec YE, IFRS 2018A 2019A 2020A
Adj.
Net Income
0.8 6.4 (13.9)
Depreciation
1
10.1 10.0 10.4
Other non-cash items
2
10.7 9.1 4.6
Cash from operations 21.6 25.5 1.1
3
Change in Working Capital
1.3 0.8 16.6
Tax paid (2.4) (1.6) (1.0)
Maintenance Capex
4
(3.7) (3.4) (3.1)
Free Cash Flow1 16.8 21.4 13.6
% cash conversion2 68.2% 83.5% n/m
5
Reference: Growth Capex
(6.5) (8.0) (0.8)

Balance Sheet

6

£m, Dec YE, IFRS 2018A 2019A 2020A
Total Fixed Assets 192.0 177.9 158.1
o/w Goodwill 133.3 120.5 107.8
o/w PP&E 58.8 57.3 50.3
Total Current Assets3 28.1 38.4 45.9
o/w Cash & cash equivalents 17.6 27.1 37.2
Total Current Liabilities (27.5) (29.1) (42.2)
Long Term Liabilities (72.4) (73.8) (76.5)
o/w Long Term Loans (67.1) (66.0) (65.3)
Net Assets2 120.2 113.5 85.3

53 RESTRICTED Notes: 1. Calculated as Cash from operations – Change in working capital – Tax paid – Maintenance Capex 2. Defined as Free cash flow / EBITDA 3. Exclude intercompany adjustments

Commentary

  • 1 Depreciation at c.5% of net sales pre-pandemic
  • 2 Include interest and tax expense as seen in the P&L, share based payments (only for FY18), impairments and onerous lease movement (pre-IFRS 16)
  • 3 Positive working capital reflects increased levels of trading revenues, with the consequential timing of payables obligations. Positive cashflow impact in FY20 represents government VAT and landlord rents deferrals
  • 4 Capital light business with low requirement for maintenance activities allowing for focus on site base growth
  • 5 Growth Capex at c. 3.0-4.0% of sales prepandemic with new site openings accounting for c.85% of the annual investments
  • 6 Ongoing goodwill amortisation of c.£12.7m annually as explained in the previous page
  • 7 Deferred government VAT deferral is being unwound by 8 monthly instalments from Jun FY21. Arrears landlord rents are being accounted for on execution of concession agreements

Fridays has a track record of strong cash generation and debt reduction

  • Maintained positive cash generation during pandemic due to both positive EBITDA result and working capital management
  • Demonstrated significant deleveraging capability: c.£10m net debt reduction between FY18-19 continuing historical trend (total FY16-19 net debt reduction of c.£80m) with leverage reducing by 0.5x before COVID-19 (had historically been at 3.1x)

Strong revenue and EBITDA generation pre-COVID-19 Significant reduction in net debt and leverage profile (pre-COVID-19)

54

Current trading post 2021 lockdown

Encouraging progress since the reopening

  • In the 4 weeks since re-opening for dine-in customers on 17th May 2021, Fridays stores have recorded like-for-like 'LFL' growth vs the equivalent period in 2019 of 12.5%
  • This LFL growth excludes the contribution from new stores including that of the first 63rd +1st store, which is trading in line with management expectations following its opening on 24th May 2021
  • Fridays opened a new restaurant in Lincoln on 19th May 2021, followed by the opening of the first 63rd + 1 st in Cobham on 24th May 2021
  • 87 sites as at June 2021

Costs remain under control

  • Payroll is expected to settle at, or below, the FY19 comparable as staffing settles with the unwinding of the furlough scheme
  • Company continues to make progress in negotiations with landlords regarding arrears rent liabilities
  • Output VAT rate of 5.0% expected to remain constant until 30 Sept 2021 followed by 12.5% until 31 March 2022 when VAT returns to 20%

Operating efficiency

• Operating metrics and KPIs have been updated to provide dynamic and timely data to various operational levels to enable appropriate decision making. This includes benchmarking, new ratios, and conditional formatting of data to identify priority deviations

Uncertainties in the unlocking period

Strategic developments provide opportunity for recovery beyond pre-COVID-19 levels

Notes: 1. Pre-discounts 57

Medium-term Guidance

Estate portfolio and trading sites at the end of December 20201

85 operating

c.8 net new site openings per year on average, weighted towards 2022 onwards

Up to c.5 site closures in medium term
Net Sales £235m run rate indoor gross sales2

from the existing portfolio

Incremental sales from net new site openings

Further changes in average covers per site from market share, and sales per head, will be incremental to this
Gross margin
Medium-term gross margin broadly in line with pre-pandemic level
EBITDA margin
Mid-teens EBITDA margin over the medium term and improving with volume growth
Interest
Expense similar to FY19, with debt amortisation increasing to £1.5m per quarter from June FY22
Other / exceptional
Net non-cash items of c. £1m income per year from unwind of onerous lease provisions and loan arrangement fees
Corporation Tax
Short term expense compares to FY19 tax charge as a percentage of EBITDA, increasing from FY23 in line with expected
tax rate changes
Capex
Maintenance capex of c.1.25% -
1.75% of sales per year

New site capex of c.£750k –
1,250k per store
Working Capital
Negative net working capital of 8-10% of net sales in the near term due to pandemic unwind
Net Debt/(Cash)
Net Debt at 31 December 2021 is in line with the level in FY19
Notes:
1.
2.
Pre-discounts
58
Excluding any temporary closures due to COVID-19

Capital allocation framework

Reinvestment in the business to drive future growth

Priorities for capital Strategy Framework
Capex
Re-invest
in the business to drive long term
organic growth

Returns-based approach to investment in core
business

Maintenance capex of c.1.25% -
1.75% of sales per year

New site capex of c.£750k –
1,250k per store
Dividend
No initial dividend until leverage target achieved

Intention to pay an ordinary dividend in due course

It is the Board's intention to commence payment of an
ordinary dividend once trading normalises to 2019
EBITDA levels
Inorganic growth
Franchise expansions

New brands

Investment in additional growth opportunities as
they arise

Disciplined approach to inorganic opportunities
Surplus cash
Return
surplus cash to shareholders

Consider other forms of return when appropriate:
special dividend, buybacks etc.

Underpinned by a strong balance sheet

Target normalised Net Debt / EBITDA leverage range of 0.75x – 1.5x

Closing remarks

Key investment highlights

An iconic brand within the UK casual dining sector, repositioned to benefit from current market dislocation

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