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Results of Annual General Meeting and Voluntary Market Update in relation to the Covid-19 Global Pandemic
Famous Brands Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1969/004875/06)
JSE share code: FBR ISIN: ZAE000053328
("Famous Brands" or "the Company")
RESULTS OF ANNUAL GENERAL MEETING (“AGM”) AND VOLUNTARY MARKET UPDATE IN
RELATION TO THE COVID-19 GLOBAL PANDEMIC (“PANDEMIC”)
RESULTS OF THE AGM
Shareholders are referred to the announcements released on the JSE Stock
Exchange News Service regarding the withdrawal of Special Resolution Number
4 in relation to the “General authority to issue shares for cash” on 22 July
2020 and Ordinary Resolution Number 5 in relation to “General authority for
directors to allot and issue shares” on 24 July 2020.
Accordingly, shareholders are advised that at the AGM of the Company held at
14:00 on Friday, 24 July 2020 all the resolutions as set out in the Notice
of AGM, other than Special Resolution Number 4 and Ordinary Resolution Number
5, were passed by the requisite majority of Famous Brands shareholders.
The details of the AGM voting results are as follows:
Resolution Number of Percentage For** Against** Abstained*
shares voted (%) of % % %
shares in
issue*
Ordinary resolution 1
Election of Mr AK 87,322,134 87.15% 99.99% 0.01% 0.10%
Maditse as a director
Ordinary resolution 2.1
Re-election of Mr NJ 87,322,134 87.15% 99.99% 0.01% 0.10%
Adami as a director
Ordinary resolution 2.2
Re-election of Mr JL 87,322,134 87.15% 99.99% 0.01% 0.10%
Halamandres as a
director
Ordinary resolution 3.1
Election of Mr DJ 87,322,134 87.15% 100.00% 0.00% 0.10%
Fredericks as a member
and Chairman of the
Audit and Risk
Committee
Ordinary resolution 3.2 87,322,134 87.15% 93.66% 6.34% 0.10%
Election of Ms TE
Mashilwane as a member
of the Audit and Risk
Committee
Ordinary resolution 3.3 87,322,134 87.15% 98.28% 1.72% 0.10%
Election of Mr NJ Adami
as a member of the Audit
and Risk Committee
Ordinary resolution 4 87,322,084 87.15% 95.36% 4.64% 0.10%
Appointment of KPMG SA
as independent external
auditor and Mr N
Southon as the
individual designated
auditor
Ordinary resolution 5 Withdrawn Withdrawn Withdrawn Withdrawn Withdrawn
General authority for
directors to allot and
issue ordinary shares
Ordinary resolution 6 87,322,084 87.15% 99.99% 0.01% 0.10%
General authority for
any director or Company
Secretary to implement
resolutions
Ordinary resolution 7 87,325,957 87.15% 76.20% 23.80% 0.10%
Approval of the
Remuneration Policy
Ordinary resolution 8 87,324,434 87.15% 86.96% 13.04% 0.10%
Approval of the
Implementation report
of the Remuneration
Policy
Special resolution 1 87,327,036 87.15% 99.90% 0.10% 0.10%
Financial assistance to
related and inter-
related companies
Special resolution 2.1 84,989,476 84.82% 99.98% 0.02% 0.10%
Approval of
remuneration payable to
non-executive directors
Special resolution 2.2 84,989,476 84.82% 99.99% 0.01% 0.10%
Approval of
remuneration payable to
the Chairman of the
Board
Special resolution 2.3 84,989,476 84.82% 99.99% 0.01% 0.10%
Approval of
remuneration payable to
the Chairman of the
Audit and Risk
Committee
Special resolution 2.4 84,989,476 84.82% 99.98% 0.02% 0.10%
Approval of
remuneration payable to
the members of the
Audit and Risk
Committee
Special resolution 2.5 84,989,476 84.82% 99.99% 0.01% 0.10%
Approval of
remuneration payable to
the Chairman of the
Remuneration Committee
Special resolution 2.6 84,989,476 84.82% 99.98% 0.02% 0.10%
Approval of
remuneration payable to
the members of the
Remuneration Committee
Special resolution 2.7 84,989,476 84.82% 99.99% 0.01% 0.10%
Approval of
remuneration payable to
the Chairman of the
Nomination Committee
Special resolution 2.8 84,989,476 84.82% 99.98% 0.02% 0.10%
Approval of
remuneration payable to
the members of the
Nomination Committee
Special resolution 2.9 84,989,476 84.82% 96.98% 3.02% 0.10%
Approval of
remuneration payable to
the Chairman of the
Social and Ethics
Committee
Special resolution 2.10 84,989,476 84.82% 96.97% 3.03% 0.10%
Approval of
remuneration payable to
the members of the
Social and Ethics
Committee
Special resolution 2.11 84,986,774 84.82% 96.98% 3.02% 0.10%
Approval of
remuneration payable to
non-executive directors
attending Investment
Committee and
unscheduled committee
meetings
Special resolution 2.12 84,986,774 84.82% 96.98% 3.02% 0.10%
Approval of
remuneration payable to
a non-executive
director who sits as
Chairman of a principal
operating subsidiary
Special resolution 2.13 84,986,774 84.82% 96.98% 3.02% 0.10%
Approval of
remuneration payable to
a non-executive
director who sits as a
director on a partially
owned subsidiary or
associate company
Special resolution 3 87,324,062 87.15% 99.99% 0.01% 0.10%
General authority to
repurchase shares
Special resolution 4 Withdrawn Withdrawn Withdrawn Withdrawn Withdrawn
General authority to
issue shares for cash
*Based on 100,202,284 ordinary shares in issue.
**Based on 87,422,431 ordinary shares voted at the AGM.
VOLUNTARY MARKET UPDATE IN RELATION TO THE PANDEMIC
Overview
The impact of the pandemic and related restrictions on the hospitality
industry across our trading jurisdictions has been severe. Following an
initial hard lockdown in all of our markets (South Africa (“SA”), Africa and
the Middle East (“AME”) and the United Kingdom (“UK”)), restrictions have
been eased in varying degrees, but trading generally remains muted as
operators and consumers seek to adapt to challenges faced by the persistent
presence of the coronavirus.
Aligned with our three-year strategic roadmap, and accelerated by the
pandemic, our focus continues to be on right-sizing the business, reducing
costs, preserving cash to facilitate balance sheet flexibility and
prioritising the safety of our customers and employees.
- The Group’s cash position remains stable, and is underpinned by the
rigorous focus on cash flow management and driving fixed costs down.
The additional R300 million short-term facility raised in April 2020
for contingency purposes has not been utilised.
- Certain parts of the business are, and will remain in hibernation until
required, which is key to ensuring balance sheet flexibility.
- Our franchise partners have coped well under extremely difficult
circumstances, reflected by some extraordinary trading performances.
- The Leading brands portfolio has adapted to the abnormal trading
conditions better than our Signature brands, which remain extremely
stressed. Capacity restrictions on in-dining seating and the
prohibition of alcohol sales in restaurants are key factors in
constraining viable operating conditions in the casual dining segment.
- Negotiations with landlords are ongoing in an endeavour to secure
rental relief for our franchisees which is proportionate to the lower
sales environment.
- Across the business, in our restaurants and supply chain, health and
safety protocols are rigorously implemented. Where practicable, work
from home arrangements are still in place for finance and
administration employees.
Operational status as at 19 July 2020
SA
In our Leading brands’ portfolio, 92% of restaurants were operational
as at 19 July 2020, while 78% of Signature brands’ restaurants were
open. In the back-end supply chain, all manufacturing plants were
operating, albeit at reduced capacity, in line with weaker demand from
the front-end restaurant network. The retail business, which supplies
our licenced branded products to third-party retailers, was permitted
to trade throughout all stages of the lockdown and continues to report
steady sales.
AME region
Despite the challenges faced, this region has reported pleasing
results over the past four months. Of the total complement of
restaurants in the region, 98% were open for trade at 19 July 2020.
UK and Ireland
Following the easing of trading restrictions, Wimpy UK continues to
report solid delivery and collect sales. In the GBK Restaurants Ltd
(“GBK”) business, 27 restaurants were open for delivery and collect
services as at 19 July, and nine of those had re-opened for seated
dining to assess trading viability. The GBK Ireland operation remains
closed; the uncertainty regarding resumption of trading is cause for
concern.
Group revenue analysis for the period March 2020 to June 2020 and revenue
forecast for July 2020
Business % of revenue vs prior year
segment
March April May June July
2020 2020 2020 2020 2020
(%) (%) (%) (%) (%)
Forecast: Forecast: Forecast:
20 35 52
Group^ Achieved: Achieved: Achieved: Achieved:
76 8 30 55
SA
(including 74 4 31 59 50
Brands^,
Retail,
Manufacturing
and
Logistics)
AME^ 120 63 90 103 78
UK 75 13 16 30 49
^ excludes Marketing Funds revenue
Trading Statement
If required, a Trading Statement will be issued in due course in accordance
with the Listings Requirements of the JSE Limited as soon as the Board of
Directors (“Board”) is satisfied that a reasonable degree of certainty exists
with regard to the Group’s results for the six months ending 31 August 2020.
Looking forward
Under current circumstances, it is likely that the restaurant industry across
our markets will remain under severe pressure for the foreseeable future and
will only recover fully once the pandemic has subsided and consumer
confidence returns.
While every effort will continue to be made to flex our business model where
practicable to capitalise on opportunities, lockdown restrictions will remain
a major constraint on the Group’s performance and its results. Positioned in
the casual dining segment, the Group’s Signature brands portfolio,
specifically, will remain under acute stress.
As advised in the Cautionary Announcement issued on 20 May 2020, and renewed
on 1 July 2020, relating to the Board’s decision to not provide any further
financial assistance to GBK, deliberations in respect of this matter are
still underway. Shareholders will be apprised of progress in this regard in
due course.
The financial information on which this announcement is based has not been
reviewed or reported on by the Group’s external auditors.
Midrand
24 July 2020
Sponsor
The Standard Bank of South Africa Limited
Date: 24-07-2020 05:30:00
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