UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
ý Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 26, 2006
OR
o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number: 0-21660
PAPA JOHNS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
61-1203323 |
(State or other jurisdiction of |
|
(I.R.S. Employer Identification |
incorporation or organization) |
|
number) |
|
|
|
2002 Papa Johns Boulevard |
||
(Address of principal executive offices) |
||
|
|
|
(502) 261-7272 |
||
(Registrants telephone number, including area code) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer o Accelerated filer ý Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No ý
At April 19, 2006, there were outstanding 32,596,301 shares of the registrants common stock, par value $.01 per share.
INDEX
1
Papa Johns International, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands) |
|
March 26, 2006 |
|
December 25, 2005 |
|
||
|
|
(Unaudited) |
|
(Note) |
|
||
|
|
|
|
|
|
||
Assets |
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
17,595 |
|
$ |
22,098 |
|
Accounts receivable |
|
21,501 |
|
21,300 |
|
||
Inventories |
|
22,723 |
|
26,030 |
|
||
Prepaid expenses and other current assets |
|
11,782 |
|
13,456 |
|
||
Deferred income taxes |
|
6,607 |
|
7,085 |
|
||
Assets of discontinued operations held for sale |
|
|
|
2,039 |
|
||
Total current assets |
|
80,208 |
|
92,008 |
|
||
|
|
|
|
|
|
||
Investments |
|
5,108 |
|
6,282 |
|
||
Net property and equipment |
|
178,222 |
|
178,447 |
|
||
Notes receivable |
|
10,540 |
|
7,667 |
|
||
Deferred income taxes |
|
3,333 |
|
1,899 |
|
||
Goodwill |
|
41,307 |
|
41,878 |
|
||
Other assets |
|
15,596 |
|
13,772 |
|
||
Assets of discontinued operation held for sale |
|
|
|
8,609 |
|
||
Total assets |
|
$ |
334,314 |
|
$ |
350,562 |
|
|
|
|
|
|
|
||
Liabilities and stockholders equity |
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
||
Accounts payable |
|
$ |
29,389 |
|
$ |
28,937 |
|
Income and other taxes |
|
24,058 |
|
16,862 |
|
||
Accrued expenses |
|
46,518 |
|
49,634 |
|
||
Current portion of debt |
|
12,450 |
|
6,100 |
|
||
Total current liabilities |
|
112,415 |
|
101,533 |
|
||
|
|
|
|
|
|
||
Unearned franchise and development fees |
|
6,980 |
|
7,256 |
|
||
Long-term debt, net of current portion |
|
20,015 |
|
49,016 |
|
||
Other long-term liabilities |
|
30,250 |
|
31,478 |
|
||
|
|
|
|
|
|
||
Stockholders equity: |
|
|
|
|
|
||
Preferred stock |
|
|
|
|
|
||
Common stock |
|
335 |
|
331 |
|
||
Additional paid-in capital |
|
169,795 |
|
160,999 |
|
||
Accumulated other comprehensive income (loss) |
|
391 |
|
(290 |
) |
||
Retained earnings |
|
16,241 |
|
239 |
|
||
Treasury stock |
|
(22,108 |
) |
|
|
||
Total stockholders equity |
|
164,654 |
|
161,279 |
|
||
Total liabilities and stockholders equity |
|
$ |
334,314 |
|
$ |
350,562 |
|
Note: |
The balance sheet at December 25, 2005 has been derived from the audited consolidated financial statements at that date but does not include all information and footnotes required by accounting principles generally accepted in the United States for a complete set of financial statements. |
See accompanying notes.
2
Papa Johns International, Inc. and Subsidiaries
Consolidated Statements of Income
(Unaudited)
|
|
Three Months Ended |
|
||||
(In thousands, except per share amounts) |
|
March 26, 2006 |
|
March 27, 2005 |
|
||
Domestic revenues: |
|
|
|
|
|
||
Company-owned restaurant sales |
|
$ |
106,740 |
|
$ |
110,714 |
|
Variable interest entities restaurant sales |
|
2,446 |
|
5,167 |
|
||
Franchise royalties |
|
14,238 |
|
13,365 |
|
||
Franchise and development fees |
|
588 |
|
703 |
|
||
Commissary sales |
|
102,692 |
|
100,912 |
|
||
Other sales |
|
10,870 |
|
13,392 |
|
||
International revenues: |
|
|
|
|
|
||
Royalties and franchise and development fees |
|
1,457 |
|
1,558 |
|
||
Restaurant and commissary sales |
|
3,318 |
|
2,826 |
|
||
Total revenues |
|
242,349 |
|
248,637 |
|
||
Costs and expenses: |
|
|
|
|
|
||
Domestic Company-owned restaurant expenses: |
|
|
|
|
|
||
Cost of sales |
|
20,878 |
|
25,240 |
|
||
Salaries and benefits |
|
31,501 |
|
34,139 |
|
||
Advertising and related costs |
|
9,192 |
|
9,611 |
|
||
Occupancy costs |
|
6,162 |
|
6,600 |
|
||
Other operating expenses |
|
13,803 |
|
14,066 |
|
||
Total domestic Company-owned restaurant expenses |
|
81,536 |
|
89,656 |
|
||
Variable interest entities restaurant expenses |
|
2,107 |
|
4,612 |
|
||
Domestic commissary and other expenses: |
|
|
|
|
|
||
Cost of sales |
|
83,543 |
|
82,428 |
|
||
Salaries and benefits |
|
7,465 |
|
7,454 |
|
||
Other operating expenses |
|
11,140 |
|
14,170 |
|
||
Total domestic commissary and other expenses |
|
102,148 |
|
104,052 |
|
||
Loss (income) from the franchise cheese-purchasing program, net of minority interest |
|
(4,576 |
) |
1,009 |
|
||
International operating expenses |
|
3,423 |
|
2,709 |
|
||
General and administrative expenses |
|
24,244 |
|
21,297 |
|
||
Minority interests and other general expenses |
|
1,698 |
|
1,917 |
|
||
Depreciation and amortization |
|
6,561 |
|
7,344 |
|
||
Total costs and expenses |
|
217,141 |
|
232,596 |
|
||
Operating income from continuing operations |
|
25,208 |
|
16,041 |
|
||
Investment income |
|
376 |
|
377 |
|
||
Interest expense |
|
(801 |
) |
(1,502 |
) |
||
Income from continuing operations before income taxes |
|
24,783 |
|
14,916 |
|
||
Income tax expense |
|
9,170 |
|
5,519 |
|
||
Income from continuing operations |
|
15,613 |
|
9,397 |
|
||
Income from discontinued operations, net of tax |
|
389 |
|
568 |
|
||
Net income |
|
$ |
16,002 |
|
$ |
9,965 |
|
|
|
|
|
|
|
||
Basic earnings per common share: |
|
|
|
|
|
||
Income from continuing operations |
|
$ |
0.47 |
|
$ |
0.28 |
|
Income from discontinued operations, net of tax |
|
0.01 |
|
0.02 |
|
||
Basic earnings per common share |
|
$ |
0.48 |
|
$ |
0.30 |
|
Earnings per common share assuming dilution |
|
|
|
|
|
||
Income from continuing operations |
|
$ |
0.46 |
|
$ |
0.28 |
|
Income from discontinued operations, net of tax |
|
0.01 |
|
0.02 |
|
||
Earnings per common share - assuming dilution |
|
$ |
0.47 |
|
$ |
0.30 |
|
Basic weighted average shares outstanding |
|
33,122 |
|
33,178 |
|
||
Diluted weighted average shares outstanding |
|
33,983 |
|
33,564 |
|
See accompanying notes.
3
Papa Johns International, Inc. and Subsidiaries
(Unaudited)
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
||||||
|
|
Common |
|
|
|
Additional |
|
Other |
|
|
|
|
|
Total |
|
||||||
|
|
Stock Shares |
|
Common |
|
Paid-In |
|
Comprehensive |
|
Retained |
|
Treasury |
|
Stockholders |
|
||||||
(In thousands) |
|
Outstanding |
|
Stock |
|
Capital |
|
Income (Loss) |
|
Earnings |
|
Stock |
|
Equity |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance at December 26, 2004 |
|
33,460 |
|
$ |
650 |
|
$ |
242,331 |
|
$ |
(555 |
) |
$ |
317,142 |
|
$ |
(420,345 |
) |
$ |
139,223 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income |
|
|
|
|
|
|
|
|
|
9,965 |
|
|
|
9,965 |
|
||||||
Change in valuation of interest rate swap agreement, net of tax of $124 |
|
|
|
|
|
|
|
520 |
|
|
|
|
|
520 |
|
||||||
Other, net |
|
|
|
|
|
|
|
(31 |
) |
|
|
|
|
(31 |
) |
||||||
Comprehensive income |
|
10,454 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Issuance of common stock from treasury stock |
|
55 |
|
|
|
|
|
|
|
|
|
1,000 |
|
1,000 |
|
||||||
Exercise of stock options |
|
372 |
|
4 |
|
5,221 |
|
|
|
|
|
|
|
5,225 |
|
||||||
Tax benefit related to exercise of non-qualified stock options |
|
|
|
|
|
251 |
|
|
|
|
|
|
|
251 |
|
||||||
Acquisition of treasury stock |
|
(807 |
) |
|
|
|
|
|
|
|
|
(13,932 |
) |
(13,932 |
) |
||||||
Other |
|
|
|
|
|
213 |
|
|
|
|
|
|
|
213 |
|
||||||
Balance at March 27, 2005 |
|
33,080 |
|
$ |
654 |
|
$ |
248,016 |
|
$ |
(66 |
) |
$ |
327,107 |
|
$ |
(433,277 |
) |
$ |
142,434 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance at December 25, 2005 |
|
33,081 |
|
$ |
331 |
|
$ |
160,999 |
|
$ |
(290 |
) |
$ |
239 |
|
$ |
|
|
$ |
161,279 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income |
|
|
|
|
|
|
|
|
|
16,002 |
|
|
|
16,002 |
|
||||||
Change in valuation of interest rate swap agreements, net of tax of $359 |
|
|
|
|
|
|
|
611 |
|
|
|
|
|
611 |
|
||||||
Other, net |
|
|
|
|
|
|
|
70 |
|
|
|
|
|
70 |
|
||||||
Comprehensive income |
|
16,683 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Exercise of stock options |
|
437 |
|
4 |
|
6,604 |
|
|
|
|
|
|
|
6,608 |
|
||||||
Tax benefit related to exercise of non-qualified stock options |
|
|
|
|
|
1,538 |
|
|
|
|
|
|
|
1,538 |
|
||||||
Acquisition of treasury stock |
|
(716 |
) |
|
|
|
|
|
|
|
|
(22,108 |
) |
(22,108 |
) |
||||||
Other |
|
|
|
|
|
654 |
|
|
|
|
|
|
|
654 |
|
||||||
Balance at March 26, 2006 |
|
32,802 |
|
$ |
335 |
|
$ |
169,795 |
|
$ |
391 |
|
$ |
16,241 |
|
$ |
(22,108 |
) |
$ |
164,654 |
|
At March 27, 2005, the accumulated other comprehensive loss of $66 was comprised of net unrealized loss on the interest rate
swap agreement of $444, offset by unrealized foreign currency translation gains of $378.
At March 26, 2006, the accumulated other comprehensive gain of $391 was comprised of net unrealized gain on the interest rate swap
agreement of $244, net unrealized gain on investments of $6 and unrealized foreign currency translation gains of $141.
See accompanying notes.
4
Papa Johns International, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
|
|
Three Months Ended |
|
||||
(In thousands) |
|
March 26, 2006 |
|
March 27, 2005 |
|
||
|
|
|
|
|
|
||
Operating activities |
|
|
|
|
|
||
Income from continuing operations |
|
$ |
15,613 |
|
$ |
9,397 |
|
Adjustments to reconcile income from continuing operations to net cash provided by operating activities: |
|
|
|
|
|
||
Restaurant closure, impairment and disposition losses |
|
103 |
|
119 |
|
||
Provision for uncollectible accounts and notes receivable |
|
1,085 |
|
593 |
|
||
Depreciation and amortization |
|
6,561 |
|
7,344 |
|
||
Deferred income taxes |
|
(1,335 |
) |
(1,221 |
) |
||
Stock-based compensation expense |
|
698 |
|
229 |
|
||
Excess tax benefit related to exercise of non-qualified stock options |
|
(2,586 |
) |
|
|
||
Other |
|
1,697 |
|
416 |
|
||
Changes in operating assets and liabilities: |
|
|
|
|
|
||
Accounts receivable |
|
(1,478 |
) |
2,326 |
|
||
Inventories |
|
3,307 |
|
710 |
|
||
Prepaid expenses and other current assets |
|
1,625 |
|
2,229 |
|
||
Other assets and liabilities |
|
(2,438 |
) |
(593 |
) |
||
Accounts payable |
|
451 |
|
(9,019 |
) |
||
Income and other taxes |
|
7,196 |
|
5,054 |
|
||
Accrued expenses |
|
(4,493 |
) |
1,440 |
|
||
Unearned franchise and development fees |
|
(276 |
) |
(343 |
) |
||
Net cash provided by operating activities from continuing operations |
|
25,730 |
|
18,681 |
|
||
Operating cash flows from discontinued operations |
|
414 |
|
892 |
|
||
Net cash provided by operating activities |
|
26,144 |
|
19,573 |
|
||
Investing activities |
|
|
|
|
|
||
Purchase of property and equipment |
|
(6,094 |
) |
(3,356 |
) |
||
Proceeds from sale of property and equipment |
|
17 |
|
5 |
|
||
Purchase of investments |
|
(2,014 |
) |
(3,443 |
) |
||
Proceeds from sale or maturity of investments |
|
3,129 |
|
3,680 |
|
||
Loans to franchisees and affiliates |
|
(820 |
) |
(1,260 |
) |
||
Loan repayments from franchisees and affiliates |
|
3,027 |
|
450 |
|
||
Acquisitions |
|
(543 |
) |
|
|
||
Proceeds from divestiture of discontinued operations |
|
8,020 |
|
|
|
||
Net cash provided by (used in) investing activities |
|
4,722 |
|
(3,924 |
) |
||
Financing activities |
|
|
|
|
|
||
Net repayments on line of credit facility |
|
(29,000 |
) |
(10,300 |
) |
||
Net proceeds from short-term debt - variable interest entities |
|
6,350 |
|
2,150 |
|
||
Proceeds from issuance of common stock |
|
|
|
1,000 |
|
||
Excess tax benefit related to exercise of non-qualified stock options |
|
2,586 |
|
|
|
||
Proceeds from exercise of stock options |
|
6,608 |
|
5,225 |
|
||
Acquisition of common stock |
|
(22,108 |
) |
(13,932 |
) |
||
Other |
|
159 |
|
(331 |
) |
||
Net cash used in financing activities |
|
(35,405 |
) |
(16,188 |
) |
||
Effect of exchange rate changes on cash and cash equivalents |
|
36 |
|
(54 |
) |
||
Change in cash and cash equivalents |
|
(4,503 |
) |
(593 |
) |
||
Cash and cash equivalents at beginning of period |
|
22,098 |
|
14,698 |
|
||
|
|
|
|
|
|
||
Cash and cash equivalents at end of period |
|
$ |
17,595 |
|
$ |
14,105 |
|
See accompanying notes.
5
Papa Johns International, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 26, 2006
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. Operating results for the three months ended March 26, 2006, are not necessarily indicative of the results that may be expected for the year ended December 31, 2006. For further information, refer to the consolidated financial statements and footnotes thereto included in the Annual Report on Form 10-K for Papa Johns International, Inc. (referred to as the Company, Papa Johns or in the first person notations of we, us and our) for the year ended December 25, 2005.
2. Two-for-One Common Stock Split
In December 2005, our Board of Directors approved a two-for-one stock split of our outstanding shares of common stock. The stock split was effected in the form of a stock dividend and entitled each shareholder of record at the close of business on December 23, 2005 to receive one additional share for every outstanding share of common stock held on the record date. The stock dividend was distributed on January 13, 2006 with approximately 16.5 million shares of common stock distributed. All per share and share amounts in the accompanying condensed consolidated financial statements and notes to the financial statements have been adjusted to reflect the stock split.
In conjunction with the stock split, we retired all shares held in treasury as of December 23, 2005.
3. Discontinued Operations
In March 2006, the Company sold its Perfect Pizza operations, consisting of the franchise rights and leases related to the 109 franchised Perfect Pizza restaurants, as well as the distribution operations, with annual revenues in 2005 approximating $13.6 million. The total proceeds from the sale were approximately $13.0 million, with $8.0 million received in cash at closing, and the balance to be received under the terms of an interest-bearing note to be retired by the purchaser over the next five years. There was no gain or loss recognized in connection with the sale of Perfect Pizza.
6
We have classified our Perfect Pizza operations as discontinued operations in the accompanying financial statements. The following summarizes the results of the discontinued operations for the three months ended March 26, 2006 and March 27, 2005 (in thousands, except per share data):
|
|
Three Months Ended |
|
||||
|
|
March 26, |
|
March 27, |
|
||
|
|
|
|
|
|
||
Net sales |
|
$ |
2,421 |
|
$ |
3,737 |
|
Operating expenses |
|
1,449 |
|
2,326 |
|
||
G&A expenses |
|
330 |
|
431 |
|
||
Other expenses |
|
25 |
|
79 |
|
||
Income before income taxes |
|
617 |
|
901 |
|
||
Income tax expense |
|
228 |
|
333 |
|
||
Net income from discontinued operations |
|
$ |
389 |
|
$ |
568 |
|
|
|
|
|
|
|
||
Basic earnings per common share |
|
$ |
0.01 |
|
$ |
0.02 |
|
|
|
|
|
|
|
||
Earnings per common share - assuming dilution |
|
$ |
0.01 |
|
$ |
0.02 |
|
4. Accounting for Variable Interest Entities
In January 2003, the Financial Accounting Standards Board (FASB) issued Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51 (FIN 46). In December 2003, the FASB modified FIN 46 to make certain technical corrections and address certain implementation issues that had arisen. FIN 46 provides a framework for identifying variable interest entities (VIEs) and determining when a company should include the assets, liabilities, noncontrolling interests and results of activities of a VIE in its consolidated financial statements.
In general, a VIE is a corporation, partnership, limited-liability corporation, trust, or any other legal structure used to conduct activities or hold assets that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations.
FIN 46 requires a VIE to be consolidated if a party with an ownership, contractual or other financial interest in the VIE (a variable interest holder) is obligated to absorb a majority of the risk of loss from the VIEs activities, is entitled to receive a majority of the VIEs residual returns (if no party absorbs a majority of the VIEs losses), or both. A variable interest holder that consolidates the VIE is called the primary beneficiary. Upon consolidation, the primary beneficiary generally must initially record all of the VIEs assets, liabilities and noncontrolling interests at fair value and subsequently account for the VIE as if it were consolidated based on majority voting interest. FIN 46 also requires disclosures about VIEs that the variable interest holder is not required to consolidate but in which it has a significant variable interest.
We have a purchasing arrangement with BIBP Commodities, Inc. (BIBP), a special purpose entity formed at the direction of our Franchise Advisory Council in 1999, for the sole purpose of reducing cheese price volatility to domestic system-wide restaurants. BIBP is an independent, franchisee-owned corporation. BIBP purchases cheese at the market price and sells it to our distribution subsidiary, PJ Food Service, Inc. (PJFS), at a fixed quarterly price based in part upon historical average market prices. PJFS in turn sells cheese to Papa Johns restaurants (both Company-owned and franchised) at a set quarterly price. PJFS purchased $36.3 million and $37.9 million of cheese from BIBP for the three months ended March 26, 2006 and March 27, 2005, respectively.
7
As defined by FIN 46, we are the primary beneficiary of BIBP, a VIE, and we began consolidating the balance sheet of BIBP as of December 28, 2003. We recognize the operating losses generated by BIBP if BIBPs shareholders equity is in a net deficit position. Further, we will recognize the subsequent operating income generated by BIBP up to the amount of any losses previously recognized. We recognized a pre-tax gain of $5.4 million ($3.4 million net of tax, or $0.10 per share) in the first quarter of 2006 and a pre-tax loss of $1.6 million ($1.0 million net of tax, or $0.03 per share) for the comparable period in 2005 from the consolidation of BIBP. The impact on future operating income from the consolidation of BIBP is expected to continue to be significant for any given reporting period due to the noted volatility of the cheese market, but is not expected to be cumulatively significant over time.
BIBP has an $18.0 million line of credit with a commercial bank, which is not guaranteed by Papa Johns. Papa Johns has agreed to provide additional funding in the form of a loan to BIBP. As of March 26, 2006, BIBP had outstanding borrowings of $12.5 million and a letter of credit of $3.0 million outstanding under the commercial line of credit facility and $4.9 million under the line of credit from Papa Johns (the $4.9 million outstanding balance under the line of credit is eliminated upon consolidation of the financial results of BIBP with Papa Johns).
In addition, Papa Johns has extended loans to certain franchisees. Under FIN 46, Papa Johns is deemed the primary beneficiary of three franchise entities as of March 26, 2006. These entities operate a total of 14 restaurants with annual revenues approximating $9.0 million. Our net loan balance receivable from these three entities is $1.4 million at March 26, 2006, with no further funding commitments. The consolidation of these franchise entities has had no significant impact on Papa Johns operating results and is not expected to have a significant impact in future periods.
The following table summarizes the balance sheets for our consolidated VIEs as of March 26, 2006 and December 25, 2005:
|
|
March 26, 2006 |
|
December 25, 2005 |
|
||||||||||||||
(In thousands) |
|
BIBP |
|
Franchisees |
|
Total |
|
BIBP |
|
Franchisees |
|
Total |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents |
|
$ |
2,793 |
|
$ |
130 |
|
$ |
2,923 |
|
$ |
|
|
$ |
174 |
|
$ |
174 |
|
Accounts receivable |
|
|
|
27 |
|
27 |
|
|
|
30 |
|
30 |
|
||||||
Accounts receivable - Papa Johns |
|
5,228 |
|
|
|
5,228 |
|
5,484 |
|
|
|
5,484 |
|
||||||
Other assets |
|
1,068 |
|
390 |
|
1,458 |
|
1,315 |
|
435 |
|
1,750 |
|
||||||
Net property and equipment |
|
|
|
1,048 |
|
1,048 |
|
|
|
1,195 |
|
1,195 |
|
||||||
Goodwill |
|
|
|
460 |
|
460 |
|
|
|
460 |
|
460 |
|
||||||
Deferred income taxes |
|
5,159 |
|
|
|
5,159 |
|
7,153 |
|
|
|
7,153 |
|
||||||
Total assets |
|
$ |
14,248 |
|
$ |
2,055 |
|
$ |
16,303 |
|
$ |
13,952 |
|
$ |
2,294 |
|
$ |
16,246 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Liabilities and stockholders equity (deficit): |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable and accrued expenses |
|
$ |
5,451 |
|
$ |
408 |
|
$ |
5,859 |
|
$ |
6,693 |
|
$ |
440 |
|
$ |
7,133 |
|
Short-term debt - third party |
|
12,450 |
|
|
|
12,450 |
|
6,100 |
|
|
|
6,100 |
|
||||||
Short-term debt - Papa Johns |
|
4,889 |
|
1,354 |
|
6,243 |
|
13,053 |
|
1,532 |
|
14,585 |
|
||||||
Total liabilities |
|
$ |
22,790 |
|
$ |
1,762 |
|
$ |
24,552 |
|
$ |
25,846 |
|
$ |
1,972 |
|
$ |
27,818 |
|
Stockholders equity (deficit) |
|
(8,542 |
) |
293 |
|
(8,249 |
) |
(11,894 |
) |
322 |
|
(11,572 |
) |
||||||
Total liabilities and stockholders equity (deficit) |
|
$ |
14,248 |
|
$ |
2,055 |
|
$ |
16,303 |
|
$ |
13,952 |
|
$ |
2,294 |
|
$ |
16,246 |
|
8
5. Debt
Our debt is comprised of the following (in thousands):
|
|
March 26, |
|
December 25, |
|
||
|
|
|
|
|
|
||
Revolving line of credit |
|
$ |
20,000 |
|
$ |
49,000 |
|
Debt associated with VIEs * |
|
12,450 |
|
6,100 |
|
||
Other |
|
15 |
|
16 |
|
||
Total debt |
|
32,465 |
|
55,116 |
|
||
Less: current portion of debt |
|
(12,450 |
) |
(6,100 |
) |
||
Long-term debt |
|
$ |
20,015 |
|
$ |
49,016 |
|
*The VIEs third-party creditors do not have any recourse to Papa Johns.
6. Calculation of Earnings Per Share
The calculations of basic earnings per common share from continuing operations and earnings per common share assuming dilution from continuing operations are as follows (in thousands, except per share data):
|
|
Three Months Ended |
|
||||
|
|
March 26, |
|
March 27, |
|
||
|
|
|
|
|
|
||
Basic earnings per common share: |
|
|
|
|
|
||
Income from continuing operations |
|
$ |
15,613 |
|
$ |
9,397 |
|
Weighted average shares outstanding |
|
33,122 |
|
33,178 |
|
||
Basic earnings per common share |
|
$ |
0.47 |
|
$ |
0.28 |
|
|
|
|
|
|
|
||
Earnings per common share - assuming dilution: |
|
|
|
|
|
||
Income from continuing operations |
|
$ |
15,613 |
|
$ |
9,397 |
|
|
|
|
|
|
|
||
Weighted average shares outstanding |
|
33,122 |
|
33,178 |
|
||
Dilutive effect of outstanding common stock options |
|
861 |
|
386 |
|
||
Diluted weighted average shares outstanding |
|
33,983 |
|
33,564 |
|
||
Earnings per common share - assuming dilution |
|
$ |
0.46 |
|
$ |
0.28 |
|
7. Stock-Based Compensation
We award stock options from time to time under the Papa Johns International, Inc. 1999 Team Member Stock Ownership Plan (the 1999 Plan) and the Papa Johns International, Inc. 2003 Stock Option Plan for Non-Employee Directors (the Directors Plan) and other such agreements as may arise. Shares of common stock authorized for issuance under the 1999 Plan are approximately 6.3 million, which includes shares transferred in from the Papa Johns International, Inc. 1993 Stock Ownership Incentive Plan (the 1993 Plan), which terminated on April 15, 2003 and 700,000 shares under the Directors Plan. Options granted prior to 2003 generally expire ten years from the date of grant and vest over one to five-year periods, except for certain options awarded under a previous, multi-year operations compensation program that vested immediately upon grant. The options granted in 2003 and 2004 under the 1999 Plan and the Directors Plan generally expire 30 months from the date of grant and vest over a 12-month period. Options granted in 2005 generally expire five years from the date of grant and vest over a 24-month period. There were no options granted during the first quarter of 2006.
9
Effective at the beginning of fiscal 2002, we elected to expense the cost of employee stock options in accordance with the fair value method contained in Statement of Financial Accounting Standards (SFAS) No. 123, Accounting and Disclosure of Stock-Based Compensation. Under SFAS No. 123, the fair value for options is estimated at the date of grant using a Black-Scholes-Merton (Black-Scholes) option-pricing model, which requires the input of highly subjective assumptions including the expected stock price volatility. The election was effective as of the beginning of fiscal 2002 and applies to all stock options issued after the effective date.
In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment, which is a revision of FASB Statement No. 123. As required, we adopted the provisions of SFAS No. 123(R) effective at the beginning of our fiscal 2006, using the modified-prospective method. Upon adoption of SFAS No. 123(R), we elected to continue using the Black-Scholes option-pricing model. If we had adopted SFAS No. 123(R) in prior years, the impact on our 2005 operating income of that standard would have been minimal. SFAS No. 123(R) requires the benefit of tax deductions in excess of recognized compensation expense to be reported as a financing cash flow, rather than as an operating cash flow in the accompanying consolidated statements of cash flows. Operating income and cash flow operating results for 2005 have not been restated for the adoption of SFAS No. 123(R).
During the three months ended March 26, 2006 and March 27, 2005, we recorded $440,000 and $144,000, respectively, in stock-based employee compensation expense, net of tax effects. At March 26, 2006, there was $2.9 million of unrecognized compensation cost related to nonvested option awards, of which the Company expects to recognize $2.3 million in 2006 and $629,000 in 2007.
During the three months ended March 26, 2006 and March 27, 2005, a total of 437,000 and 372,000 options were exercised, respectively. The total intrinsic value of the options exercised during the three months ended March 26, 2006 and March 27, 2005 was $7.4 million and $1.4 million respectively. Cash received upon the exercise of stock options was $6.6 million and $5.2 million during the three months ended March 26, 2006 and March 27, 2005 and the related tax benefits realized were $2.7 million and $500,000 during the corresponding periods.
The weighted average fair value per option at the date of grant for options granted in the first quarter of 2005 was $4.35 (no options were granted in the first quarter of 2006), as valued using the Black-Scholes option-pricing model with the following weighted average assumptions:
|
|
Three Months Ended |
|
|
|
March 27, 2005 |
|
Risk-free interest rate |
|
4.0 |
% |
Expected dividend yield |
|
0.0 |
% |
Expected volatility |
|
0.30 |
|
Expected term (in years) |
|
3.0 |
|
The estimated volatility is based on the historical volatility of our stock and other factors. The expected term of options represents the period of time that options granted are expected to be outstanding. The risk free rate for the periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.
10
Information pertaining to option activity for the three months ended March 26, 2006 is as follows (number of options and aggregate intrinsic value in thousands):
|
|
Number |
|
Weighted |
|
Weighted |
|
Aggregate |
|
||
|
|
|
|
|
|
(in years) |
|
|
|
||
Outstanding-beginning of year |
|
3,185 |
|
$ |
16.09 |
|
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
||
Exercised |
|
437 |
|
15.09 |
|
|
|
|
|
||
Cancelled |
|
20 |
|
18.08 |
|
|
|
|
|
||
Outstanding at March 26, 2006 |
|
2,728 |
|
$ |
16.23 |
|
3.10 |
|
$ |
45,312 |
* |
|
|
|
|
|
|
|
|
|
|
||
Exercisable at March 26, 2006 |
|
1,397 |
|
$ |
14.83 |
|
|
|
$ |
25,160 |
* |
* The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option. The market value of our stock was $32.84 at March 26, 2006.
The number, weighted average exercise price and weighted average remaining contractual life of options outstanding as of March 26, 2006, and the number and weighted average exercise price of options exercisable as of March 26, 2006 follow (number of options in thousands):
|
|
|
|
|
|
Weighted |
|
Weighted |
|
||
|
|
Range of |
|
Number of |
|
Average |
|
Average |
|
||
|
|
Exercise Prices |
|
Options |
|
Exercise Price |
|
Remaining Life |
|
||
|
|
|
|
|
|
|
|
|
|
||
Outstanding options: |
|
$ |
11.13 - $14.99 |
|
698 |
|
$ |
12.81 |
|
2.62 |
|
|
|
15.00 - 17.99 |
|
1,610 |
|
16.76 |
|
3.22 |
|
||
|
|
18.00 - 27.76 |
|
420 |
|
19.90 |
|
3.47 |
|
||
Total |
|
|
|
2,728 |
|
$ |
16.23 |
|
3.10 |
|
|
|
|
|
|
|
|
|
|
|
|
||
Exercisable options: |
|
$ |
11.13 - $14.99 |
|
691 |
|
$ |
12.81 |
|
|
|
|
|
15.00 - 17.99 |
|
500 |
|
15.59 |
|
|
|
||
|
|
18.00 - 27.76 |
|
206 |
|
19.77 |
|
|
|
||
Total |
|
|
|
1,397 |
|
$ |
14.83 |
|
|
|
Effective in the second quarter of 2006, we granted approximately 525,000 options to employees and 80,000 options to non-employee directors with a five-year life, a two-year vesting period and an estimated fair value of $9.00 per option. In addition, we granted approximately 30,000 shares of performance-based restricted stock to employees with a performance period of three years.
8. Segment Information
We have defined five reportable segments: domestic restaurants, domestic commissaries, domestic franchising, international operations and variable interest entities (VIEs).
The domestic restaurant segment consists of the operations of all domestic (domestic is defined as contiguous United States) Company-owned restaurants and derives its revenues principally from retail sales of pizza and side items, such as breadsticks, cheesesticks, chicken strips, chicken wings, dessert pizza, and soft drinks to the general public. The domestic commissary segment consists of the operations of our regional dough production and product distribution centers and derives its revenues principally from the sale and distribution of food and paper products to domestic Company-owned and franchised restaurants. The domestic franchising segment
11
consists of our franchise sales and support activities and derives its revenues from sales of franchise and development rights and collection of royalties from our domestic franchisees. The international operations segment principally consists of our Company-owned restaurants and distribution sales to franchised Papa Johns restaurants located in the United Kingdom and our franchise sales and support activities, which derive revenues from sales of franchise and development rights and the collection of royalties from our international franchisees. VIEs consist of entities in which we are the primary beneficiary, as defined in Note 4, and include BIBP and certain franchisees to which we have extended loans. All other business units that do not meet the quantitative thresholds for determining reportable segments consist of operations that derive revenues from the sale, principally to Company-owned and franchised restaurants, of printing and promotional items, risk management services, and information systems and related services used in restaurant operations and certain partnership development activities.
Generally, we evaluate performance and allocate resources based on profit or loss from operations before income taxes and eliminations. Certain administrative and capital costs are allocated to segments based upon predetermined rates or actual estimated resource usage. We account for intercompany sales and transfers as if the sales or transfers were to third parties and eliminate the related profit in consolidation.
Our reportable segments are business units that provide different products or services. Separate management of each segment is required because each business unit is subject to different operational issues and strategies. No single external customer accounted for 10% or more of our consolidated revenues.
12
Our segment information is as follows:
|
|
Three Months Ended |
|
||||
(In thousands) |
|
March 26, 2006 |
|
March 27, 2005 |
|
||
Revenues from external customers: |
|
|
|
|
|
||
Domestic Company-owned restaurants |
|
$ |
106,740 |
|
$ |
110,714 |
|
Domestic commissaries |
|
102,692 |
|
100,912 |
|
||
Domestic franchising |
|
14,826 |
|
14,068 |
|
||
International |
|
4,775 |
|
4,384 |
|
||
Variable interest entities (1) |
|
2,446 |
|
5,167 |
|
||
All others |
|
10,870 |
|
13,392 |
|
||
Total revenues from external customers |
|
$ |
242,349 |
|
$ |
248,637 |
|
|
|
|
|
|
|
||
Intersegment revenues: |
|
|
|
|
|
||
Domestic commissaries |
|
$ |
27,884 |
|
$ |
32,384 |
|
Domestic franchising |
|
314 |
|
298 |
|
||
International |
|
132 |
|
44 |
|
||
Variable interest entities (1) |
|
36,253 |
|
37,867 |
|
||
All others |
|
2,947 |
|
3,092 |
|
||
Total intersegment revenues |
|
$ |
67,530 |
|
$ |
73,685 |
|
|
|
|
|
|
|
||
Income (loss) from continuing operations before income taxes: |
|
|
|
|
|
||
Domestic Company-owned restaurants (2) |
|
$ |
9,301 |
|
$ |
4,557 |
|
Domestic commissaries (3) |
|
7,353 |
|
6,952 |
|
||
Domestic franchising |
|
13,014 |
|
12,807 |
|
||
International (4) |
|
(2,341 |
) |
(857 |
) |
||
Variable interest entities |
|
5,389 |
|
(1,595 |
) |
||
All others |
|
1,499 |
|
787 |
|
||
Unallocated corporate expenses (5) |
|
(8,882 |
) |
(7,678 |
) |
||
Elimination of intersegment (profits) losses |
|
(550 |
) |
(57 |
) |
||
Total income from continuing operations before income taxes |
|
$ |
24,783 |
|
$ |
14,916 |
|
|
|
|
|
|
|
||
Property and equipment: |
|
|
|
|
|
||
Domestic Company-owned restaurants |
|
$ |
132,616 |
|
|
|
|
Domestic commissaries |
|
72,896 |
|
|
|
||
International |
|
4,255 |
|
|
|
||
Variable interest entities (6) |
|
2,165 |
|
|
|
||
All others |
|
15,693 |
|
|
|
||
Unallocated corporate assets |
|
124,357 |
|
|
|
||
Accumulated depreciation and amortization |
|
(173,760 |
) |
|
|
||
Net property and equipment |
|
$ |
178,222 |
|
|
|
13
(1) The revenues from external customers for variable interest entities are attributable to the franchise entities to which we have extended loans that qualify as consolidated VIEs. The intersegment revenues for variable interest entities of $36.3 million in 2006 and $37.9 million in 2005 are attributable to BIBP.
(2) The operating results for domestic Company-owned restaurants improved $4.7 million in the first quarter of 2006 as compared to the same period of the prior year. The improved operating results are primarily due to the fixed cost leverage associated with an increase in comparable sales for the quarter, and an improved margin from an increase in restaurant pricing.
(3) The 2006 results for the domestic commissaries segment improved approximately $400,000 due to the margin on increased sales volumes. The favorable year-over-year impact of the first quarter 2005 pre-tax charge of $925,000 associated with the closing of the Jackson, Mississippi facility was substantially offset by an increase in delivery costs of approximately $800,000 in the first quarter of 2006, as compared to the corresponding 2005 period, reflecting an increase in fuel costs.
(4) The decrease in operating results for the international segment is principally due to increased costs related to the continued development of our support infrastructure throughout the international segment, including the United Kingdom, to support the accelerated development of both Company-owned and franchised Papa Johns branded restaurants in our international markets.
(5) The increase in 2006 unallocated corporate expenses from 2005 is primarily due to an increase in equity compensation and executive performance unit incentive plan expense. See Managements Discussion and Analysis of Financial Condition and Results of Operations for further discussion.
(6) Represents assets of VIE franchisees to which we have extended loans.
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations and Critical Accounting Policies and Estimates
The results of operations are based on the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. The preparation of consolidated financial statements requires management to select accounting policies for critical accounting areas and make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Significant changes in assumptions and/or conditions in our critical accounting policies could materially impact the operating results. We have identified the following accounting policies and related judgments as critical to understanding the results of our operations.
Allowance for Doubtful Accounts and Notes Receivable
We establish reserves for uncollectible accounts and notes receivable based on overall receivable aging levels and a specific evaluation of accounts and notes for franchisees with known financial difficulties. These reserves and corresponding write-offs could significantly increase if the identified franchisees continue to experience deteriorating financial results.
Long-Lived and Intangible Assets
The recoverability of long-lived assets is evaluated if impairment indicators exist. Indicators of impairment include historical financial performance, operating trends and our future operating plans. If impairment indicators exist, we evaluate the recoverability of long-lived assets on an operating unit basis (e.g., an individual restaurant) based on undiscounted expected future cash flows before interest for the expected remaining useful life of the operating unit. Recorded values for long-lived assets that are not expected to be recovered through undiscounted future cash flows are written down to current fair value, which is generally determined from estimated discounted future net cash flows for assets held for use or net realizable value for assets held for sale.
The recoverability of intangible assets (i.e., goodwill) is evaluated annually, or more frequently if impairment indicators exist, on a reporting unit basis by comparing the fair value derived from discounted expected cash flows of the reporting unit to its carrying value.
14
At March 26, 2006, our United Kingdom subsidiary (PJUK) has goodwill of approximately $16.5 million. As part of the sale of Perfect Pizza operations, we have developed plans for PJUK to improve its future operating results. The plans include efforts to increase Papa Johns brand awareness and increase net franchise unit openings over the next several years. We will continue to periodically evaluate our progress in achieving these plans. If our initiatives are not successful, impairment charges could occur.
Insurance Reserves
Our insurance programs for workers compensation, general liability, owned and non-owned automobiles and health insurance coverage provided to our employees are self-insured up to certain individual and aggregate reinsurance levels. Losses are accrued based upon estimates of the aggregate retained liability for claims incurred using certain third-party actuarial projections and our claims loss experience. The estimated insurance claims losses could be significantly affected should the frequency or ultimate cost of claims significantly differ from historical trends used to estimate the insurance reserves recorded by the Company.
From October 2000 through September 2004, our franchisee insurance program, which provided insurance to our franchisees, was self-insured. Beginning in October 2004, a third-party commercial insurance company began providing fully-insured coverage to franchisees participating in the franchise insurance program. Accordingly, this new arrangement eliminates our risk of loss for franchise insurance coverage written after September 2004. Our operating income will still be subject to potential adjustments for changes in estimated insurance reserves for policies written from the inception of the Captive insurance company in October 2000 to September 2004. Such adjustments, if any, will be determined in part based upon periodic actuarial valuations.
Deferred Income Tax Assets and Tax Reserves
As of March 26, 2006, we had a net deferred income tax asset balance of $9.9 million, of which approximately $5.2 million relates to BIBPs net operating loss carryforward. We have not provided a valuation allowance for the deferred income tax assets related to BIBPs net operating losses, since we believe it is more likely than not that BIBPs future earnings will be sufficient to ensure the realization of the net deferred income tax assets for federal and state purposes.
Certain tax authorities periodically audit the Company. We provide reserves for potential exposures when we consider it probable that a taxing authority may take a sustainable position on a matter contrary to our filed position. We evaluate these issues on a quarterly basis to adjust for events, such as court rulings or audit settlements that may impact our ultimate payment for such exposures.
Consolidation of BIBP Commodities, Inc. (BIBP) as a Variable Interest Entity
BIBP is a franchisee-owned corporation that conducts a cheese-purchasing program on behalf of domestic Company-owned and franchised restaurants. As required by the Financial Accounting Standards Boards (FASB) Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51 (FIN 46), we began consolidating the financial results of BIBP in the fourth quarter of 2003. We recognized a pre-tax gain of approximately $5.4 million for the three months ended March 26, 2006 and a pre-tax loss of approximately $1.6 million for the three months ended March 27, 2005 from the consolidation of BIBP. We expect the consolidation of BIBP to continue to have a significant impact on Papa Johns operating income in future periods due to the volatility of cheese prices. Papa Johns will recognize the operating losses generated by BIBP if the shareholders equity of BIBP is in a net deficit position. Further, Papa Johns will recognize subsequent operating income generated by BIBP up to the amount of BIBP losses previously recognized by Papa Johns.
15
Restaurant Progression:
|
|
Three Months Ended |
|
||
|
|
March 26, 2006 |
|
March 27, 2005 |
|
|
|
|
|
|
|
Papa Johns Restaurant Progression: |
|
|
|
|
|
U.S. Company-owned: |
|
|
|
|
|
Beginning of period |
|
502 |
|
568 |
|
Opened |
|
2 |
|
1 |
|
Closed |
|
(1 |
) |
|
|
Acquired from franchisees |
|
3 |
|
|
|
End of period |
|
506 |
|
569 |
|
International Company-owned: |
|
|
|
|
|
Beginning of period |
|
2 |
|
1 |
|
Opened |
|
1 |
|
|
|
End of period |
|
3 |
|
1 |
|
U.S. franchised: |
|
|
|
|
|
Beginning of period |
|
2,097 |
|
1,997 |
|
Opened |
|
20 |
|
23 |
|
Closed |
|
(13 |
) |
(19 |
) |
Sold to Company |
|
(3 |
) |
|
|
End of period |
|
2,101 |
|
2,001 |
|
International franchised: |
|
|
|
|
|
Beginning of period |
|
325 |
|
263 |
|
Opened |
|
12 |
|
16 |
|
Closed |
|
(23 |
) |
(5 |
) |
End of period |
|
314 |
|
274 |
|
Total restaurants end of period |
|
2,924 |
|
2,845 |
|
|
|
|
|
|
|
Perfect Pizza Restaurant Progression: |
|
|
|
|
|
Franchised: |
|
|
|
|
|
Beginning of period |
|
112 |
|
118 |
|
Opened |
|
|
|
1 |
|
Closed |
|
(3 |
) |
(5 |
) |
Sold |
|
(109 |
) |
|
|
Total restaurants - end of period |
|
|
|
114 |
|
Results of Operations
Variable Interest Entities
As required by FIN 46, our operating results include BIBPs operating results. The consolidation of BIBP had a significant impact on the first quarter of 2006 and the first quarter and full-year 2005 operating results, and is expected to have a significant ongoing impact on our future operating results and income statement presentation as described below.
Consolidation accounting requires the net impact from the consolidation of BIBP to be reflected primarily in three separate components of our statement of income. The first component is the portion of BIBP operating income or loss attributable to the amount of cheese purchased by Company-owned restaurants during the period. This portion of BIBP operating income (loss) is reflected as a reduction (increase) in the Domestic Company-owned restaurant expenses - cost of sales line item. This approach effectively reports cost of sales for Company-owned restaurants as if the purchasing arrangement with BIBP did not exist and such restaurants were purchasing cheese at the spot market prices (i.e., the impact of BIBP is eliminated in consolidation).
The second component of the net impact from the consolidation of BIBP is reflected in the caption Loss (income) from the franchise cheese-purchasing program, net of minority interest. This line item represents
16
BIBPs income or loss from purchasing cheese at the spot market price and selling to franchised restaurants at a fixed quarterly price, net of any income or loss attributable to the minority interest BIBP shareholders. The amount of income or loss attributable to the BIBP shareholders depends on its cumulative shareholders equity balance and the change in such balance during the reporting period. The third component is reflected as investment income or interest expense depending upon whether BIBP is in a net investment or net borrowing position during the reporting period.
In addition, Papa Johns has extended loans to certain franchisees. Under the FIN 46 rules, Papa Johns is deemed to be the primary beneficiary of certain franchisees even though we have no ownership interest in them. We consolidated the financial results of three franchise entities operating a total of 14 restaurants with annual sales approximating $9.0 million for the three months ended March 26, 2006 and four franchise entities operating a total of 33 restaurants with annual sales approximating $21.0 million for the three months ended March 27, 2005.
The following table summarizes the impact of VIEs, prior to required consolidating eliminations, on our consolidated statements of income for the three months ended March 26, 2006 and March 27, 2005:
|
|
Three Months Ended |
|
Three Months Ended |
|
||||||||||||||
(In thousands) |
|
BIBP |
|
Franchisees |
|
Total |
|
BIBP |
|
Franchisees |
|
Total |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Variable interest entities restaurant sales |
|
$ |
|
|
$ |
2,446 |
|
$ |
2,446 |
|
$ |
|
|
$ |
5,167 |
|
$ |
5,167 |
|
BIBP sales |
|
36,253 |
|
|
|
36,253 |
|
37,867 |
|
|
|
37,867 |
|
||||||
Total revenues |
|
36,253 |
|
2,446 |
|
38,699 |
|
37,867 |
|
5,167 |
|
43,034 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating expenses |
|
30,475 |
|
2,280 |
|
32,755 |
|
39,179 |
|
4,984 |
|
44,163 |
|
||||||
General and administrative expenses |
|
22 |
|
151 |
|
173 |
|
22 |
|
344 |
|
366 |
|
||||||
Other general income |
|
|
|
(91 |
) |
(91 |
) |
|
|
(174 |
) |
(174 |
) |
||||||
Depreciation and amortization |
|
|
|
106 |
|
106 |
|
|
|
12 |
|
12 |
|
||||||
Total costs and expenses |
|
30,497 |
|
2,446 |
|
32,943 |
|
39,201 |
|
5,166 |
|
44,367 |
|
||||||
Operating income (loss) |
|
5,756 |
|
|
|
5,756 |
|
(1,334 |
) |
1 |
|
(1,333 |
) |
||||||
Interest expense |
|
(367 |
) |
|
|
(367 |
) |
(261 |
) |
(1 |
) |
(262 |
) |
||||||
Income (loss) before income taxes |
|
$ |
5,389 |
|
$ |
|
|
$ |
5,389 |
|
$ |
(1,595 |
) |
$ |
|
|
$ |
(1,595 |
) |
Discontinued Operations
In March 2006, the Company sold its Perfect Pizza operations, consisting of the franchise rights and leases related to the 109 franchised Perfect Pizza restaurants, as well as the distribution operations, with annual revenues in 2005 approximating $13.6 million. The total proceeds from the sale were approximately $13.0 million, with $8.0 million received in cash at closing, and the balance to be received under the terms of an interest-bearing note to be retired by the purchaser over the next five years. There was no gain or loss recognized in connection with the sale of Perfect Pizza.
17
We have classified our Perfect Pizza operations as discontinued operations in the accompanying financial statements. The following summarizes the results of the discontinued operations for the three months ended March 26, 2006 and March 27, 2005 (in thousands, except per share data):
|
|
Three Months Ended |
|
||||
|
|
March 26, |
|
March 27, |
|
||
|
|
|
|
|
|
||
Net sales |
|
$ |
2,421 |
|
$ |
3,737 |
|
Operating expenses |
|
1,449 |
|
2,326 |
|
||
G&A expenses |
|
330 |
|
431 |
|
||
Other expenses |
|
25 |
|
79 |
|
||
Income before income taxes |
|
617 |
|
901 |
|
||
Income tax expense |
|
228 |
|
333 |
|
||
Net income from discontinued operations |
|
$ |
389 |
|
$ |
568 |
|
|
|
|
|
|
|
||
Basic earnings per common share |
|
$ |
0.01 |
|
$ |
0.02 |
|
|
|
|
|
|
|
||
Earnings per common share - assuming dilution |
|
$ |
0.01 |
|
$ |
0.02 |
|
Summary of Operating Results from Continuing Operations
Total revenues were $242.3 million for the first quarter of 2006, representing a decrease of 2.5% from revenues of $248.6 million for the same period in 2005. The primary components of the $6.3 million decrease in revenues for the first quarter of 2006, as compared to the same 2005 period, were the following:
A $4.0 million decrease in Company-owned restaurant revenues as compared to the corresponding 2005 period as the 6.1% increase in comparable sales for the quarter was more than offset by a decline in the number of Company-owned restaurants resulting from the sale of the 84 Company-owned restaurants to a new franchisee at the beginning of the fourth quarter in 2005. Comparable sales represents sales generated by restaurants open for a full year at the beginning of the period presented.
A decrease of $2.7 million in variable interest entities restaurant sales reflecting the sale of 19 restaurants at the beginning of the second quarter of 2005 by one of the franchisees to a third party, eliminating the VIE classification under FIN 46 and related consolidation of the operating results of such restaurants at that time.
Our income from continuing operations before income taxes increased to $24.8 million in the first quarter of 2006, from $14.9 million for the corresponding period in 2005. Excluding the impact of the consolidation of BIBP (pre-tax gain of $5.4 million or $0.10 per share for the three-month period of 2006 and a pre-tax loss of $1.6 million or $0.03 per share for the corresponding period in 2005), first quarter 2006 income from continuing operations before income taxes was $19.4 million compared to $16.5 million for the same period in 2005. The increase of $2.9 million (excluding the consolidation of BIBP) was principally due to the following (analyzed on an operating segment basis):
Domestic Company-owned Restaurant Segment. Domestic Company-owned restaurants operating income increased $4.7 million for the quarter, primarily due to the fixed cost leverage associated with the noted increase in comparable sales for the period and an improved margin from an increase in restaurant pricing.
Domestic Franchising Segment. Domestic franchising operating income increased approximately $200,000 as the $873,000 increase in royalties from the 3.7% increase in comparable sales and the 84 restaurants that were sold by corporate to a franchisee at the beginning of the fourth quarter 2005, was
18
substantially offset by an increase in administrative costs related to the field organization restructuring implemented in late 2005 to better drive our domestic franchise operations.
Domestic Commissary Segment. Domestic commissaries operating income increased approximately $400,000 in the first quarter of 2006, as compared to the corresponding 2005 period primarily due to the margin on increased sales volumes. The favorable year-over-year impact of the first quarter 2005 pre-tax charge of $925,000 associated with the closing of the Jackson, Mississippi facility was substantially offset by an increase in delivery costs of approximately $800,000 in the first quarter of 2006, as compared to the corresponding 2005 period, reflecting an increase in fuel costs.
International Segment. The international segment, which excludes the Perfect Pizza operations that were sold in March 2006, reported an operating loss of $2.3 million in the first quarter of 2006, as compared to an operating loss of $857,000 in 2005. The decrease in operating results is principally due to increased costs related to the continued development of our support infrastructure throughout the international segment, including the United Kingdom, to support the accelerated development of both Company-owned and franchised Papa Johns branded restaurants in our international markets. As previously disclosed, the increase in year-over-year operating losses in the international segment are expected to continue through the remainder of 2006.
All Others Segment. The operating income for the All others reporting segment increased approximately $700,000 in the first quarter of 2006 as compared to the corresponding 2005 period, primarily due to improved operating results from our insurance business and our partnership development activities.
Unallocated Corporate Segment. The unallocated corporate expenses increased $1.2 million for the quarter, as compared to the corresponding prior year period, primarily due to an increase in equity compensation and executive performance unit incentive plan expense.
Stock options were awarded to the majority of management in late March 2005 with a two-year cliff vesting provision. Accordingly, a partial quarter of expense was recognized in the first quarter of 2005 (approximately $230,000) and a full quarter of expense was recognized in the first quarter of 2006 (approximately $700,000).
Additionally, performance units were awarded in 2005 and 2006 with each award having a three-year performance period. Therefore, the first quarter 2006 operating results include the allocable portion of the estimated cost of the performance unit program for units issued in both 2005 and 2006, while the first quarter of 2005 operating results included only the allocable portion of the estimated cost of the units issued in 2005.
Further, the ultimate cost associated with the performance units is based on the companys ending stock price and total shareholder return relative to a peer group over the three-year performance period ending in December 2007 for the 2005 program and December 2008 for the 2006 program, with the awards paid in cash at the end of the respective performance periods. The estimated ultimate cost associated with the 2005 program increased significantly throughout 2005 as a result of our stock price performance during the year. Therefore, the allocable portion of the estimated cost of the 2005 units recorded in the first quarter of 2006 was substantially larger than that recorded in the first quarter of 2005. The total expense related to the 2005 and 2006 performance unit programs was $788,000 in the first quarter of 2006 as compared to $154,000 in the first quarter of 2005.
The decline in net interest cost for the first quarter of 2006, as compared to the corresponding 2005 period, is principally due to a decrease in our average outstanding debt balance.
19
Diluted earnings per share from continuing operations were $0.46 (including a $0.10 per share gain from the consolidation of BIBP) in the first quarter of 2006, compared to $0.28 (including a $0.03 per share charge from the consolidation of BIBP) in the comparable period in 2005. In December 1999, we began a repurchase program for our common stock. Through March 26, 2006, an aggregate of $518.0 million of shares have been repurchased (representing 35.4 million shares, at an average price of $14.63 per share). The share repurchase activity increased earnings per share from continuing operations by approximately $0.02 for the first quarter of 2006 as compared to the first quarter of 2005.
Review of Operating Results
Revenues. Domestic Company-owned restaurant sales were $106.7 million for the first quarter of 2006, compared to $110.7 million for the same period in 2005. The 3.6% decrease is primarily due to a decrease in equivalent Company-owned units from the sale of 84 restaurants at the beginning of the fourth quarter of 2005 (equivalent units decreased 11.4% on a corresponding quarter basis), partially offset by a 6.1% increase in comparable sales for the quarter.
Variable interest entities restaurant sales include restaurant sales for franchise entities to which we have extended loans that qualify as VIEs. Revenues from these restaurants totaled $2.4 million for the first quarter of 2006 as compared to $5.2 million for the corresponding 2005 quarter. Beginning in the second quarter of 2005, one of the franchise entities with 19 restaurants and annual revenues approximating $12.0 million, sold its restaurants to a third party. Accordingly, beginning in the second quarter of 2005, we were no longer required to consolidate the operating results of these 19 restaurants.
Domestic franchise sales for the quarter increased 8.7% to $379.1 million from $348.6 million for the same period in 2005, primarily resulting from a 3.7% increase in comparable sales for the 2006 quarter and a 4.9% increase in equivalent franchise units, primarily from the acquisition of 84 company-owned restaurants at the beginning of the fourth quarter of 2005. Domestic franchise royalties were $14.2 million in the first quarter of 2006, a 6.5% increase from $13.4 million for the comparable period in 2005, primarily due to the increase in franchised sales, partially offset by an increase in waivers granted to certain franchisees.
The comparable sales base and average weekly sales for 2006 and 2005 for domestic Company-owned and domestic franchised restaurants consisted of the following:
|
|
Three Months Ended |
|
||||||||||
|
|
March 26, 2006 |
|
March 27, 2005 |
|
||||||||
|
|
Company |
|
Franchise |
|
Company |
|
Franchise |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Total domestic units (end of period) |
|
506 |
|
2,101 |
|
569 |
|
2,001 |
|
||||
Equivalent units |
|
501 |
|
2,074 |
|
565 |
|
1,977 |
|
||||
Comparable sales base units |
|
490 |
|
1,962 |
|
555 |
|
1,863 |
|
||||
Comparable sales base percentage |
|
97.9 |
% |
94.6 |
% |
98.2 |
% |
94.2 |
% |
||||
Average weekly sales - comparable units |
|
$ |
16,519 |
|
$ |
14,219 |
|
$ |
15,155 |
|
$ |
13,771 |
|
Average weekly sales - other units |
|
$ |
10,895 |
|
$ |
11,311 |
|
$ |
10,630 |
|
$ |
10,172 |
|
Average weekly sales - all units |
|
$ |
16,400 |
|
$ |
14,062 |
|
$ |
15,075 |
|
$ |
13,563 |
|
Domestic franchise and development fees were $588,000 in the quarter, including approximately $118,000 recognized upon development cancellation or franchise renewal and transfer, compared to $703,000, including $211,000 recognized upon development cancellation or franchise renewal and transfer, for the same period in 2005. There were 20 domestic franchise restaurant openings in the first quarter of 2006 compared to 23 in 2005.
Domestic commissary sales increased 1.8% to $102.7 million for the first quarter of 2006, from $100.9 million in the comparable period, primarily due to an increase in the number of domestic franchise restaurants. Other
20
sales decreased $2.5 million for the first quarter of 2006 from $13.4 million for the comparable period in 2005, primarily as a result of a decrease in revenues associated with insurance-related services provided to franchisees.
International revenues consist primarily of the PJUK continuing operations, denominated in British Pounds Sterling and converted to U.S. dollars (74% of international revenues in 2006). International revenues were $4.8 million compared to $4.4 million for the same period in 2005, primarily due to revenues from increased unit openings and the opening of additional company-owned units in the United Kingdom.
Costs and Expenses. The restaurant operating margin at domestic Company-owned units was 23.6% in the first quarter of 2006 compared to 19.0% for the same period in 2005, consisting of the following differences:
Cost of sales were 3.2% lower as a percentage of sales in 2006 partially due to the impact of consolidating BIBP, which decreased cost of sales 1.1% in 2006, compared to an increase of 0.3% in 2005. The remaining improvement is primarily due to increases in restaurant pricing.
Salaries and benefits were 1.3% lower as a percentage of sales in 2006 due to staffing efficiencies and the benefit of pricing increases.
Advertising and related costs, as a percentage of sales were 8.6% in 2006, which is substantially the same percentage as in the first quarter of 2005.
Occupancy costs and other operating costs, on a combined basis, as a percentage of sales, were flat in the first quarter of 2006, as compared to the first quarter of 2005, as the leverage from increased sales, was substantially offset by increased mileage reimbursement costs.
Domestic commissary and other margin was 10.1% in the first quarter of 2006, compared to 9.0% for the same period in 2005. Cost of sales was 73.6% of revenues in the first quarter of 2006, compared to 72.1% for the same period in 2005. Salaries and benefits were 6.6% in 2006 as compared to 6.5% for the same period in 2005 and other operating expenses decreased to 9.7% of sales in 2006 from 12.4% in 2005. The increase in the cost of sales percentage and the decrease in the percentage of other operating expenses reflects the decline in the revenues and associated costs with the franchise insurance program. As previously noted, beginning with policies written after September 2004, a third-party commercial insurance company provides insurance coverage to our franchisees, which resulted in a decrease in first quarter 2006 revenues and associated other operating expenses, as compared to the corresponding period in 2005.
The loss (income) from the franchise cheese-purchasing program, net of minority interest, was income of $4.6 million during the first quarter of 2006 compared to a loss of $1.0 million for the corresponding quarter in 2005. These results represent the portion of BIBPs operating income or loss related to the proportion of BIBP cheese sales to franchisees. The total impact of the consolidation of BIBP on Papa Johns income from continuing operations was a gain of $5.4 million in the first quarter of 2006, compared to a loss of $1.6 million in the same period in 2005.
General and administrative expenses were $24.2 million or 10.0% of revenues in the first quarter of 2006 compared to $21.3 million or 8.6% of revenues in the same period in 2005. This $2.9 million increase is primarily attributable to the previously mentioned increases in unallocated corporate expenses of $1.2 million, associated with equity compensation and performance unit expenses, the continued development of our support infrastructure for our International operations and an increase in costs related to the field organization restructuring in late 2005 associated with our domestic franchise operations.
Minority interests and other general expenses were $1.7 million in the first quarter of 2006 compared to $1.9 million for the comparable period in 2005. The 2006 amount includes: $100,000 of pre-opening costs, $580,000 provision for uncollectible accounts and notes receivable, $475,000 associated with disposition and valuation related costs of other assets and $489,000 of minority interest earnings associated with our joint venture restaurant operations. The 2005 amount includes: $925,000 of costs incurred with the previously mentioned closing of the Jackson, Mississippi commissary, $130,000 of costs incurred with restaurant relocations, $281,000 provision for uncollectible accounts and notes receivable, $537,000 associated with disposition and valuation
21
related costs of other assets and $71,000 of minority interest earnings associated with our joint venture restaurant operations.
Depreciation and amortization was $6.6 million (2.7% of revenues) for the first quarter of 2006 as compared to $7.3 million (3.0% of revenues) for the same period in 2005.
Net interest. Net interest expense was $425,000 in the first quarter of 2006 as compared to $1.1 million in 2005. The interest expense includes approximately $245,000 and $194,000 for the three months ended March 26, 2006 and March 27, 2005, respectively, related to BIBPs debt with a third-party bank. The decline in 2006 net interest expense reflects the decline in our average outstanding debt balance.
Income Tax Expense. The effective income tax rate was 37.0% for both the first quarter of 2006 and 2005.
Liquidity and Capital Resources
Our debt is comprised of the following:
|
|
March 26, |
|
December 25, |
|
||
|
|
2006 |
|
2005 |
|
||
|
|
|
|
|
|
||
Revolving line of credit |
|
$ |
20,000 |
|
$ |
49,000 |
|
Debt associated with VIEs * |
|
12,450 |
|
6,100 |
|
||
Other |
|
15 |
|
16 |
|
||
Total debt |
|
32,465 |
|
55,116 |
|
||
Less: current portion of debt |
|
(12,450 |
) |
(6,100 |
) |
||
Long-term debt |
|
$ |
20,015 |
|
$ |
49,016 |
|
*The VIEs third-party creditors do not have any recourse to Papa Johns.
The revolving line of credit allows us to borrow up to $175.0 million with an expiration date of January 2011. Outstanding balances accrue interest at 50.0 to 100.0 basis points over the London Interbank Offered Rate (LIBOR) or other bank developed rates at our option. The commitment fee on the unused balance ranges from 12.5 to 20.0 basis points. The increment over LIBOR and the commitment fee are determined quarterly based upon the ratio of total indebtedness to earnings before interest, taxes, depreciation and amortization (EBITDA), as defined.
Cash flow from operating activities from continuing operations increased to $25.7 million in the first quarter of 2006 from $18.7 million for the comparable period in 2005. The consolidation of BIBP increased cash flow from operations by approximately $5.4 million in 2006 and reduced cash flow from operations by approximately $1.6 million in 2005 (as reflected in the income from continuing operations and deferred income taxes captions in the accompanying Consolidated Statements of Cash Flows). Excluding the impact of the consolidation of BIBP, cash flow from continuing operations was substantially flat year-over-year as the increase in income from continuing operations was partially offset by the classification in 2006 of $2.6 million of excess tax benefits related to the exercise of non-qualified stock options from operating activities to financing activities as required by Statement of Financial Accounting Standards (SFAS) No. 123(R), Shared-Based Payment.
We require capital primarily for the development, acquisition, renovation and maintenance of restaurants, the development, renovation and maintenance of commissary and print and promotions facilities and equipment and the enhancement of corporate systems and facilities. Additionally, we began a common stock repurchase program in December 1999. During the three months ended March 26, 2006, common stock repurchases of $22.1 million, net debt repayments of $29.0 million and capital expenditures of $6.1 million were funded primarily by cash flow from operations, proceeds from stock option exercises, net loan repayments from franchisees and affiliates, proceeds from the divestiture of restaurants and from available cash and cash equivalents.
22
Our Board of Directors has authorized the repurchase of up to $575.0 million of our common stock through December 31, 2006. At March 26, 2006, a total of 35.4 million shares have been repurchased for $518.0 million at an average price of $14.63 per share since the repurchase program started in 1999. Subsequent to March 26, 2006 (through April 20, 2006), we acquired an additional 221,000 shares at an aggregate cost of $7.1 million. As of April 20, 2006, approximately $50.0 million remains available for repurchase of common stock under this authorization.
We expect to fund planned capital expenditures and any additional share repurchases of our common stock for the remainder of 2006 from operating cash flows and the $130.0 million remaining availability under our line of credit, reduced for certain outstanding letters of credit. Our debt was $32.5 million (including $12.5 million associated with BIBP) at March 26, 2006, compared to $55.1 million (including $6.1 million associated with BIBP) at December 25, 2005.
Forward Looking Statements
Certain information contained in this quarterly report, particularly information regarding future financial performance and plans and objectives of management, is forward-looking. Certain factors could cause actual results to differ materially from those expressed in forward-looking statements. These factors include, but are not limited to: the uncertainties associated with litigation; changes in pricing or other marketing or promotional strategies by competitors that may adversely affect sales; new product and concept developments by food industry competitors; the ability of the Company and its franchisees to meet planned growth targets and operate new and existing restaurants profitably; increases in or sustained high levels of food, paper, utilities, fuel, employee compensation and benefits, insurance and similar costs; the ability to obtain ingredients from alternative suppliers if needed; health- or disease-related disruptions or consumer concerns about commodities supplies; economic, political and health conditions in the countries in which the Company or its franchisees operate; the selection and availability of suitable restaurant locations; negotiation of suitable lease or financing terms; constraints on permitting and construction of restaurants; higher-than-anticipated construction costs; the hiring, training and retention of management and other personnel; changes in consumer taste, demographic trends, traffic patterns and the type, number and location of competing restaurants; franchisee relations; federal and state laws governing such matters as wages, working conditions, citizenship requirements and overtime; and labor shortages in various markets resulting in higher required wage rates. The above factors might be especially harmful to the financial viability of franchises in under-penetrated or emerging markets, leading to greater unit closings than anticipated. Increases in projected claims losses for the Companys self-insured coverage or within the captive franchise insurance program could have a significant impact on our operating results. Our international operations are subject to additional factors, including currency regulations and fluctuations; differing business and social cultures and consumer preferences; diverse government regulations and structures; ability to source high-quality ingredients and other commodities in a cost-effective manner; and differing interpretation of the obligations established in franchise agreements with international franchisees. See Part I. Item 1A. - Risk Factors of the Annual Report on Form 10-K for the fiscal year ended December 25, 2005 for additional factors.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our debt at March 26, 2006 was principally comprised of a $20.0 million outstanding principal balance on the $175.0 million unsecured revolving line of credit. The interest rate on the revolving line of credit is variable and is based on LIBOR plus a 50.0 to 100.0 basis point spread, tiered based upon debt and cash flow levels.
23
During the fourth quarter of 2005, we entered into an interest rate swap agreement that provides for a fixed rate of 4.98%, as compared to LIBOR, on the following amount of floating rate debt:
March 15, 2006 to January 16, 2007 |
|
$ |
50 million |
|
January 16, 2007 to January 15, 2009 |
|
$ |
60 million |
|
January 15, 2009 to January 15, 2011 |
|
$ |
50 million |
|
The effective interest rate on the line of credit, including the impact of the December 2005 interest rate swap agreement, was 5.48% as of March 26, 2006. An increase in the present interest rate of 100 basis points on the line of credit balance outstanding as of March 26, 2006, as mitigated by the interest rate swap based on present interest rates, would have no impact on interest expense since the debt balance is less than the $50.0 million notional amount. The annual impact of a 100 basis point increase in interest rates on the debt associated with BIBP would be $124,500.
Substantially all of our business is transacted in U.S. dollars. Accordingly, foreign exchange rate fluctuations do not have a significant impact on our operating results.
Cheese costs, historically representing 35% to 40% of our total food cost, are subject to seasonal fluctuations, weather, availability, demand and other factors that are beyond our control. As previously discussed in Results of Operations and Critical Accounting Policies and Estimates, we have a purchasing arrangement with a third-party entity, BIBP, formed at the direction of our Franchise Advisory Council for the sole purpose of reducing cheese price volatility to domestic system-wide restaurants. Under this arrangement, domestic Company-owned and franchised restaurants are able to purchase cheese at a fixed price per pound throughout a given quarter, based in part on historical average cheese prices. Gains and losses incurred by BIBP are used as a factor in determining adjustments to the selling price to restaurants over time. Accordingly, for any given quarter, the price paid by the domestic Company-owned and franchised restaurants may be less than or greater than the prevailing average market price.
As a result of the adoption of FIN 46, Papa Johns began consolidating the operating results of BIBP in 2004. Consolidation accounting requires the portion of BIBP operating income (loss) related to domestic Company-owned restaurants to be reflected as a reduction (increase) in the Domestic Company-owned restaurant expenses cost of sales line item, thus reflecting the actual market price of cheese had the purchasing arrangement not existed. The consolidation of BIBP had a significant impact on our first quarter of 2006 and first quarter and full-year 2005 operating results and is expected to have a significant impact on future operating results depending on the prevailing spot block market price of cheese as compared to the price charged to domestic restaurants. Over time, we expect BIBP to achieve break-even financial results.
The following table presents the actual average block price for cheese and the BIBP block price by quarter as projected through the first quarter of 2007 (based on the April 20, 2006 Chicago Mercantile Exchange (CME) milk futures market prices) and the actual prices in 2005:
|
|
2007 |
|
2006 |
|
2005 |
|
||||||||||||
|
|
BIBP |
|
Actual |
|
BIBP |
|
Actual |
|
BIBP |
|
Actual |
|
||||||
|
|
Block Price |
|
Block Price |
|
Block Price |
|
Block Price |
|
Block Price |
|
Block Price |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Quarter 1 |
|
$ |
1.314 |
* |
$ |
1.300 |
* |
$ |
1.548 |
|
$ |
1.268 |
|
$ |
1.520 |
|
$ |
1.539 |
|
Quarter 2 |
|
N/A |
|
N/A |
|
1.482 |
|
1.223 |
* |
1.550 |
|
1.515 |
|
||||||
Quarter 3 |
|
N/A |
|
N/A |
|
1.516 |
* |
1.290 |
* |
1.677 |
|
1.485 |
|
||||||
Quarter 4 |
|
N/A |
|
N/A |
|
1.416 |
* |
1.305 |
* |
1.625 |
|
1.442 |
|
||||||
Full Year |
|
N/A |
|
N/A |
|
$ |
1.491 |
* |
$ |
1.272 |
* |
$ |
1.593 |
|
$ |
1.495 |
|
||
*amounts are estimates based on futures prices
N/A - not available
24
The following table presents the 2005 impact by quarter on our pre-tax income due to consolidating BIBP:
|
|
Actual |
|
|
|
|
2005 |
|
|
Quarter 1 |
|
$ |
(1,595 |
) |
Quarter 2 |
|
(185 |
) |
|
Quarter 3 |
|
3,044 |
|
|
Quarter 4 |
|
3,208 |
|
|
Full Year |
|
$ |
4,472 |
|
Additionally, based on the CME milk futures market prices as of April 20, 2006, and the actual second quarter and projected third and fourth quarter 2006 and first quarter 2007 cheese costs to restaurants as determined by the BIBP pricing formula, the consolidation of BIBP is projected to increase our pre-tax income as follows (in thousands):
Quarter 1 - 2006 |
|
$ |
5,389 |
|
Quarter 2 - 2006 |
|
6,676 |
* |
|
Quarter 3 - 2006 |
|
5,309 |
* |
|
Quarter 4 - 2006 |
|
3,047 |
* |
|
Full Year - 2006 |
|
$ |
20,421 |
* |
|
|
|
|
|
Quarter 1 - 2007 |
|
$ |
384 |
* |
*The projections above are based upon current futures market prices. Historically, actual results have been subject to large fluctuations and have differed significantly from previous projections using the futures market prices.
Over the long-term, we expect to purchase cheese at a price approximating the actual average market price and therefore we do not generally make use of financial instruments to hedge commodity prices.
Item 4. Controls and Procedures
Our Chief Executive Officer (CEO) and Chief Financial Officer (CFO) evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (1934 Act) as of the end of the period covered by this report. Based upon their evaluation, the CEO and CFO concluded that the disclosure controls and procedures are effective in ensuring all required information relating to the Company is included in this quarterly report.
We also maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the 1934 Act) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. During our most recent fiscal quarter, there have been no changes in our internal control over financial reporting that occurred that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
We are subject to claims and legal actions in the ordinary course of our business. We believe that all such claims and actions currently pending against us are either adequately covered by insurance or would not have a material adverse effect on us if decided in a manner unfavorable to us.
25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The Papa Johns Board of Directors has authorized the repurchase of up to $575.0 million of common stock under a share repurchase program that began December 9, 1999, and runs through December 31, 2006. Through March 26, 2006, a total of 35.4 million shares with an aggregate cost of $518.0 million and an average price of $14.63 per share have been repurchased under this program. The following table summarizes our repurchases by fiscal period during the first quarter of 2006 (in thousands, except per share amounts):
|
|
|
|
|
|
Total Number |
|
Maximum Dollar |
|
||
|
|
Total |
|
Average |
|
of Shares |
|
Value of Shares |
|
||
|
|
Number |
|
Price |
|
Purchased as |
|
that May Yet Be |
|
||
|
|
of Shares |
|
Paid per |
|
Publicly Announced |
|
Purchased Under the |
|
||
Fiscal Period |
|
Purchased |
|
Share |
|
Plans or Programs |
|
Plans or Programs |
|
||
|
|
|
|
|
|
|
|
|
|
||
12/26/2005 - 01/22/2006 |
|
58 |
|
$ |
30.11 |
|
34,758 |
|
$ |
77,393 |
|
01/23/2006 - 02/19/2006 |
|
63 |
|
$ |
32.39 |
|
34,821 |
|
$ |
75,335 |
|
02/20/2006 - 03/26/2006 |
|
595 |
|
$ |
30.77 |
|
35,416 |
|
$ |
57,027 |
|
Our share repurchase authorization increased from $525.0 million to $575.0 million on April 19, 2006. For presentation purposes, the maximum dollar value of shares that may be purchased was adjusted retroactively to December 26, 2005.
In connection with a two-for-one stock dividend issued to shareholders of record as of December 23, 2005, we retired all shares held in treasury at that date. Common shares repurchased after December 23, 2005 are held in treasury.
Exhibit |
|
|
Number |
|
Description |
|
|
|
10.1 |
|
Agreement for the Sale and Purchase of the Perfect Pizza Franchise Business Operated by Perfect Pizza Limited (to be Renamed Papa Johns (GB) Limited). |
|
|
|
31.1 |
|
Section 302 Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a -15(e). |
|
|
|
31.2 |
|
Section 302 Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a -15(e). |
|
|
|
32.1 |
|
Section 906 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.2 |
|
Section 906 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
99.1 |
|
Cautionary Statements. Exhibit 99.1 to our Annual Report on Form 10-K for the fiscal year ended December 25, 2005 (Commission File No. 0-21660) is incorporated herein by reference. |
26
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
PAPA JOHNS INTERNATIONAL, INC. |
|
|
|
(Registrant) |
|
|
|
|
||
|
|
||
Date: April 25, 2006 |
/s/ J. David Flanery |
|
|
|
J. David Flanery |
||
|
Senior Vice President and |
||
|
Chief Financial Officer |
||
27
EXHIBIT 10.1
DATED 7 MARCH 2006
(1) PERFECT PIZZA LIMITED (to be renamed PAPA JOHNS (GB) LIMITED)
(2) SMARTFIRST LIMITED (to be renamed PERFECT PIZZA LIMITED)
AGREEMENT
for the sale and purchase of the Perfect Pizza franchise business operated by
PERFECT PIZZA LIMITED (to be renamed PAPA JOHNS (GB) LIMITED)
CONFORMED COPY
|
Stevens
& Bolton LLP |
CONTENTS
|
|
Page No |
1 |
DEFINITIONS AND INTERPRETATION |
1 |
2 |
SALE OF THE BUSINESS |
9 |
3 |
CONSIDERATION |
9 |
4 |
DEBTS |
10 |
5 |
COMPLETION |
11 |
6 |
COMPLETION OBLIGATIONS |
11 |
7 |
ACTION AFTER COMPLETION |
12 |
8 |
VAT |
14 |
9 |
RISK AND INSURANCE |
15 |
10 |
LIABILITIES |
15 |
11 |
APPORTIONMENTS |
16 |
12 |
CONSENTS FOR TRANSFER OF CERTAIN BUSINESS ASSETS |
17 |
13 |
FRANCHISE AGREEMENTS |
17 |
14 |
SUPPLIER CONTRACTS |
18 |
15 |
EMPLOYEES |
19 |
16 |
VENDORS WARRANTIES |
21 |
17 |
PURCHASERS REMEDIES |
23 |
18 |
PURCHASERS WARRANTIES |
24 |
19 |
RESTRICTIONS |
24 |
20 |
SET-OFF BY PURCHASER |
25 |
21 |
EXPERT DETERMINATION |
26 |
22 |
INDEMNIFIED PARTIES |
27 |
23 |
INFORMATION |
28 |
24 |
ANNOUNCEMENTS |
29 |
25 |
COSTS |
29 |
26 |
ENTIRE AGREEMENT AND THIRD PARTY RIGHTS |
29 |
27 |
INTEREST ON LATE PAYMENT |
29 |
28 |
RIGHTS AND REMEDIES |
30 |
29 |
NO SET-OFF AND GROSSING UP |
30 |
30 |
FURTHER ASSURANCE AND IMPLIED COVENANTS |
30 |
31 |
PROVISIONS TO SURVIVE COMPLETION |
30 |
32 |
COUNTERPARTS |
30 |
33 |
ASSIGNMENT |
30 |
34 |
NOTICES |
31 |
35 |
GOVERNING LAW AND JURISDICTION |
32 |
SCHEDULE 1 |
33 |
|
TRANSFERRING EMPLOYEES |
33 |
|
SCHEDULE 2 |
34 |
|
PART A THE EXCLUDED ASSETS |
34 |
|
PART B THE EXCLUDED BUSINESSES |
35 |
|
SCHEDULE 3 |
36 |
|
WARRANTIES |
36 |
|
SCHEDULE 4 |
45 |
|
VENDORS LIMITATIONS OF LIABILITY |
45 |
|
SCHEDULE 5 |
48 |
|
PART A THE LEASES |
48 |
PART B THE FRANCHISE UNDERLEASES |
55 |
SCHEDULE 5 |
63 |
PART C |
63 |
PROVISIONS RELATING TO THE PROPERTIES |
63 |
PART D |
75 |
TERMS AND PROVISIONS RELATING TO THE FRANCHISE UNDERLEASES |
75 |
PART E INCUMBRANCES AFFECTING THE PROPERTIES OR ANY ONE OR MORE OF THEM (AND SUBJECT TO WHICH THE PROPERTIES ARE TRANSFERRED) |
77 |
SCHEDULE 6 |
128 |
SUPPLIER CONTRACTS |
128 |
SCHEDULE 7 |
129 |
LEASING/HIRE AGREEMENTS |
129 |
SCHEDULE 8 |
130 |
PART A PERFECT PIZZA TRADE MARKS |
130 |
PART B GINOS PIZZA TRADE MARK |
130 |
PART C OTHER BUSINESS INTELLECTUAL PROPERTY |
130 |
SCHEDULE 9 |
131 |
SPLIT CONTRACTS |
131 |
APPROVED FORM DOCUMENTS |
|
|
1 |
ADDITIONAL LOAN NOTES |
|
2 |
ADDITIONAL LOAN NOTE INSTRUMENT |
|
3 |
DEBENTURE |
|
4 |
PRO FORMA STATEMENT OF DEBTS |
|
5 |
DISCLOSURE LETTER |
|
6 |
DISTRIBUTION AGREEMENT |
|
7 |
IT/ACCOUNTING SUPPORT LETTER |
|
8 |
LOAN NOTES |
|
9 |
LOAN NOTE INSTRUMENT |
|
10 |
PJ SIDE LETTER |
|
11 |
STOCK STATEMENT |
|
12 |
TRADE MARK ASSIGNMENT |
|
13 |
VENDOR NAME CHANGE WRITTEN RESOLUTION |
|
14 |
STATEMENT TO FRANCHISEES AND SUPPLIERS |
|
15 |
DIRECT COVENANT CONTRACT |
|
16 |
ESCROW AGREEMENT |
|
17 |
GAILEY PARK LEASE ASSIGNMENT |
|
THIS AGREEMENT is made on 7 March 2006
BETWEEN
(1) PERFECT PIZZA LIMITED (to be renamed PAPA JOHNS (GB) LIMITED) (registered number 2569801) whose registered office is at Perfect Pizza House, The Forum, Hanworth Lane, Chertsey, Surrey KT16 9JX (Vendor); and
(2) SMARTFIRST LIMITED (to be renamed PERFECT PIZZA LIMITED) (registered number 5088946) whose registered office is at Sovereign House, Queen Street, Manchester M2 5HR (Purchaser).
WHEREAS
The Vendor wishes to sell and the Purchaser wishes to purchase the Business (as hereinafter defined) as a going concern together with certain assets and rights vested in the Vendor in connection with the Business for the consideration and upon the terms set out in this Agreement.
IT IS AGREED AS FOLLOWS
1990 Act |
|
Part IIA Environmental Protection Act 1990; |
Accounting Records |
|
Accounting records of the Business and printouts of general accounting ledgers but excluding the VAT Records and all National Insurance and PAYE records; |
Additional Loan Notes |
|
the additional loan notes in Approved Form to be issued pursuant to clause 3.2.3; |
Additional Loan Note Instrument |
|
an instrument in Approved Form creating the Additional Loan Notes; |
Assets |
|
those assets of the Vendor listed in clauses 2.1.1 to 2.1.11 excluding (for the avoidance of doubt) the Excluded Assets; |
Business |
|
the franchising and management by the Vendor of pizza home delivery and take away stores under the Business Name and the related wholesale supply of product ingredients, packaging and other materials to such stores, as carried on by the Vendor immediately prior to Completion; |
Business Day |
|
any day (other than a Saturday, Sunday or any other day which is a statutory public holiday in England) on which clearing banks are open for business in England; |
Business Information |
|
all written confidential information which relates to the Business including (where relevant) in respect of technical, financial, administrative, staff management, customer, supplier and marketing matters but excluding the Records and any catalogues, price lists, advertising and publicity materials bearing the Papa Johns name, logo or livery and any other information that the Vendor |
1
|
|
may be required to retain by any court, statute, regulation or regulatory authority; |
Business Intellectual Property |
|
the Business Name, the Ginos Pizza Trade Marks, the Perfect Pizza Trade Marks and the Domain Name; |
Business Name |
|
Perfect Pizza; |
Completion |
|
completion of the sale and purchase of the Business and Assets in accordance with clause 6; |
Completion Date |
|
the date of actual completion of the sale and purchase of the Business in accordance with this Agreement and Completion shall be construed accordingly; |
Confidential Information |
|
any confidential information (however stored and insofar as not in the public domain) relating to any know-how, trade secrets, technical processes, customer and supplier lists, price lists, details of contractual arrangements and any other matters concerning the business, affairs or finances of the relevant business; |
Consideration |
|
the consideration for the sale of the Business and Assets set out in clause 3.1; |
Debenture |
|
an all monies fixed and floating charge debenture in Approved Form to be entered into by the Purchaser at Completion in favour of the Vendor; |
Debt Pro Forma |
|
pro forma statement of Debts in the Approved Form to be produced on or prior to Completion; |
Debts |
|
those trade debts owing to the Vendor at the Effective Date in connection with the Business (including, for the avoidance of doubt, the right to receive payments for goods dispatched and/or services rendered before the Effective Date but not yet invoiced), as set out in the Statement of Debts referred to in clause 4.1 and for the avoidance of doubt the Debts shall not include (a) any amounts which are or may become due and payable by the Purchaser to the Vendor pursuant to this Agreement or any other Relevant Document or (b) any amounts due and payable to the Vendor pursuant to any Franchise Underlease (as defined in Schedule 5) in respect of rent and service charge due on or about 25 February 2006 or (c) any amount paid by any Franchisee by direct debit after the Effective Date insofar as it is made in respect of a trade debt owing to the Vendor at the Effective Date; |
Disclosure Bundle |
|
the bundle of documents and other written information annexed to the Disclosure Letter; |
Disclosure Letter |
|
a letter of even date herewith in the Approved Form from the Vendor to the Purchaser in relation to the Warranties together with the contents of the Disclosure Bundle; |
Distribution Agreement |
|
an agreement in Approved Form to be entered into at Completion by the Purchaser and the Vendor relating, inter alia, to provision of storage, wholesale and/or |
2
|
|
distribution services by the Purchaser to the Vendor, at or from the Gailey Park Site; |
Domain Name |
|
www.perfectpizza.co.uk; |
Effective Date |
|
opening of business on 6 March 2006; |
Encumbrance |
|
any mortgage, charge, pledge, lien, assignment, hypothecation, security interest (including any created by law) or other security agreement or arrangement but excluding any lease, hire/purchase or retention of title provision or arrangement; |
Environment |
|
means all or any of the following media namely, air, water (including groundwater) or land including without limitation those media within buildings or other natural or manmade structures above or below ground and any living organisms (including man) or ecosystems; |
Environmental Authority |
|
any statutory or other competent authority or court having responsibility for Environmental Matters; |
Environmental Law |
|
means all national international or European Union law, including without limitation any common law, statute, statutory instrument, treaty, regulation, directive, decision, by-law, circular, code, guidance, plan, notice, demand, order, decree, injunction, resolution or judgement which relates to the Environment and which are in force or effect from time to time; |
Environmental Liabilities |
|
all of any of the following arising from or as a result of Environmental Matters: (a) actions, claims, demands and proceedings, requirements, costs, damages, expenses, liabilities and losses including, without limitation: (i) the carrying out or costs of carrying out investigations, monitoring, sampling, containing, assessing, analysing, removing, remedying, cleaning up, making good, restoring, improving, abuting or any other remedial action in respect of Environmental Matters; (ii) reasonable professional fees expert or technical incurred in investigating or defending any actions, liabilities, claims, demands and proceedings; (b) fines and penalties; and (c) any liability for Environmental Matters imposed on the Purchaser by the Gailey Park Lease; |
Environmental Matters |
|
all or any of the following: (a) pollution or contamination; (b) any deposit, storage, presence, keeping, disposal, leak, release, spillage, emission, migration or other escape of any Hazardous Substances or |
3
|
|
Waste at, from or to the Gailey Park Site; (c) the creation of any state of affairs actually or potentially damaging or harmful to the Environment including any radiation, common law or statutory nuisance arising from pollution and/or contamination; and (d) the contact with or exposure of any human or other living organism to Hazardous Substances or Waste; |
Environmental Notice |
|
any statutory notice, requirement enquiry or request of any Environmental Authority relating to Environmental Matters; |
Environmental Permits |
|
all or any authorisations, certificates, approvals, permits, licences, registrations, notifications or consents (and all conditions attaching thereto) required under any Environmental Laws for the operation of the Business and/or occupation of the Properties and/or the Gailey Park site; |
Excluded Assets |
|
those assets listed in Part A of Schedule 2 which are expressly excluded from the sale to the Purchaser hereunder; |
Excluded Businesses |
|
those retained businesses of the Vendor listed in Part B of Schedule 2 which are expressly excluded from the sale to the Purchaser hereunder; |
Fixed Assets |
|
the Movable Fixed Assets and the Immovable Fixed Assets, excluding the Properties; |
Franchise Agreements |
|
the franchise agreements entered into between each of the Franchisees and the Vendor which are in existence immediately prior to Completion and a list of which is provided at item 20.1 of the Disclosure Bundle; |
Franchise Sites |
|
the sites (excluding the Gailey Park Site) listed in the document contained at item 2.34 of the Disclosure Bundle; |
Franchisee |
|
those persons named as franchisee in the Franchise Agreements; |
Gailey Park Indemnity |
|
the indemnity given by the Vendor in respect of the Gailey Park Site contained in paragraph 13.2 of Part C of Schedule 5; |
Gailey Park Site |
|
the Vendors storage, wholesale and distribution centre site, situated at Gailey Park, Cannock, Staffordshire; |
Generic Stock |
|
all food and other stock owned by the Vendor which is not branded with the Business Name and is capable of use in any part of the Vendors business and identified as generic stock in the Stock Statement; |
Ginos Pizza Trade Mark |
|
the registered trade marks details of which are set out in Part B of Schedule 8 and all goodwill attaching thereto; |
Glanbia Contract |
|
the contract made between the Vendor and Glanbia Cheese Limited constituted by letters from Glanbia |
4
|
|
Cheese Limited to the Vendor copies of which are contained at item 10.1 of the Disclosure Bundle; |
Goodwill |
|
the goodwill of the Vendor relating exclusively to the Business, together with the exclusive right for the Purchaser to carry on and to represent itself as carrying on the Business in succession to the Vendor and including the right to use the Business Name but not including the right in any circumstances to use the name Papa Johns or any registered or unregistered trade marks or logos associated with that name; |
Hazardous Substances |
|
any substance whether in solid, liquid or gaseous form and whether alone or in combination with other substances which is capable of causing harm to human health or to the Environment and/or any other substances that are regulated under Environmental Laws including without limitation any Waste; |
Immovable Fixed Assets |
|
all the fixtures and fittings (excluding landlords fixtures and fittings) and fixed plant and machinery (if any) owned by the Vendor, situated at the Gailey Park Site immediately prior to Completion; |
Intellectual Property |
|
includes patents, inventions, know how, trade secrets and other confidential information, registered designs, copyrights, data, database rights, design rights, rights affording equivalent protection to copyright, database rights and design rights, semi conductor topography rights, trade marks, service marks, business names, trade names, logos, domain names, moral rights and all registrations or applications to register any of the aforesaid items, rights in the nature of any of the aforesaid items in any country or jurisdiction rights in the nature of unfair competition rights and rights to sue for passing off; |
IT/Accounting Support Letter |
|
a letter agreement between the Vendor and the Purchaser in the Approved Form; |
IT Hardware Systems |
|
the computer hardware (but not software) owned by the Vendor and situated at the Gailey Park Site used by the Vendor immediately prior to Completion; |
Leasing/Hire Agreements |
|
(excluding leases under which the Properties are held) all agreements as at Completion in relation to the leasing, lease purchase or hire of goods or equipment for use at the Gailey Park Site which at Completion remain to be performed in whole or in part which are listed in Schedule 7; |
Liabilities |
|
all liabilities or obligations of the Vendor relating to the Business and/or Assets outstanding at Completion and/or accrued and payable in respect of the period prior to Completion including (without limit) all trade and other creditors; |
5
Loan Notes |
|
the loan notes in the Approved Form to be issued pursuant to clause 3.2.2; |
Loan Note Instrument |
|
an instrument in Approved Form creating the Loan Notes; |
Measures Letter |
|
a letter dated 16 January 2006 from the Purchaser to the Vendor provided in accordance with regulation 10 (3) of the Regulations, a copy of which is provided at item 7.10 of the Disclosure Bundle; |
Movable Fixed Assets |
|
all the plant, machinery, office equipment (excluding computer equipment) and tools owned by the Vendor and situated at the Gailey Park Site (other than the Immovable Fixed Assets and any landlords fixtures and fittings) used by the Vendor immediately prior to Completion including the IT Hardware Systems; |
Non-Transferring Employees |
|
all those employees of the Vendor other than the Transferring Employees; |
PJ Side Letter |
|
a letter in the Approved Form from Papa Johns International Inc to the Purchaser; |
PJ Stock |
|
all stock branded with the Papa Johns name or in any way used or capable of use by any member of the Vendors Group in any business other than the Business; |
Perfect Pizza Trade Marks |
|
the registered trade marks details of which are set out in Part A of Schedule 8; |
Properties |
|
the leasehold premises listed in Part A of Schedule 5; |
Purchasers Group |
|
the Purchaser and any parent undertaking or subsidiary undertaking of the Purchaser and any other subsidiary undertaking of any such parent undertaking; |
Purchasers Solicitors |
|
Halliwells LLP of St James Court, Brown Street, Manchester M2 2JF; |
Records |
|
the Accounting Records and any other files, books, correspondence and records relating exclusively to the Business which for the avoidance of doubt includes in relation to each of the Debts copies of the relevant invoices and (in relation to goods despatched) the signed delivery notes but excluding the VAT records, all national insurance and PAYE records, any catalogues, price lists, advertising and publicity materials bearing the Papa Johns name, logo or livery and any other records or information that the Vendor may be required to retain by any court, statute, regulation or regulatory authority; |
Regulations |
|
the Transfer of Undertakings (Protection of Employment) Regulations 1981; |
Relevant Documents |
|
this Agreement, the Distribution Agreement, the IT/Accounting Support Letter, the Escrow Agreement (as defined in Schedule 5), the Loan Note Instrument, the Additional Loan Note Instrument, the Loan Notes and the Additional Loan Notes; |
6
Sales Statement |
|
the statement of system sales, food sales, distribution costs and marketing income contained at item 2.35 of the Disclosure Bundle; |
Sales Statement Supporting Documents |
|
the documents contained at items 2.6.1, 2.6.2, 2.10, 2.14 and 2.17 of the Disclosure Bundle; |
Split Contracts |
|
those contracts listed in Schedule 9; |
Statutory Guidance |
|
the circular dated 20 March 2000 issued by the Department of Environment Transport and the Regions; |
Stock |
|
the stock of food and Perfect Pizza branded materials owned by the Vendor, situated at the Gailey Park Site on the Effective Date and used exclusively in the Business which is identified as such in the Stock Statement, excluding (for the avoidance of doubt) the Generic Stock and the PJ Stock; |
Stock Statement |
|
the statement of the Stock as at the Effective Date in Approved Form, prepared in accordance with clause 6.1; |
Supplier Contracts |
|
(excluding leases under which the Properties are held) all agreements or orders as at Completion for the supply or sale of goods or services to the Vendor in connection with the Business which at Completion remain to be performed in whole or in part, comprising the Leasing/Hire Agreements and those other contracts which are listed in Schedule 6 but excluding (for the avoidance of doubt) those (in whole or in part and to the extent) referred to in Part A of Schedule 2 as Excluded Assets; |
Taxation |
|
all forms of taxation, dues, duties, imposts, levies and rates of the United Kingdom or any other jurisdiction whenever and wheresoever charged, imposed or deducted together with all costs, charges, interests, penalties, fines and expenses incidental or relating to or arising in connection with any and all such taxes, dues, duties, imposts and levies including income tax, PAYE, national insurance contributions, corporation tax, tax on chargeable gains, value added tax, customs and other import duties, stamp duty, stamp duty reserve tax, withholding tax and inheritance tax and any liability arising under section 601 of the Taxes Act; |
Third Party Rights |
|
the benefit of all rights and claims of the Vendor (or any other member of the Vendors Group, as appropriate) against third parties (whether arising before or after Completion) arising out of or in connection with the Business or any of the Assets, whether in contract, tort or otherwise (including rights under or in respect of warranties, representations, covenants, guarantees and indemnities relating to the Business or any of the Assets) but excluding any claim by or rights of the Vendors Group or any other person in respect of the Excluded |
7
|
|
Businesses or in respect of any Taxation or insurance matters; |
Transferring Employees |
|
the employees whose names are set out in Schedule 1 and each shall be a Transferring Employee; |
VAT Records |
|
the records of the Vendor relating to the business required to be preserved under paragraph 6 of Schedule 11 to VATA 1994; |
VATA 1994 |
|
the Value Added Tax Act 1994; |
Vendors Group |
|
the Vendor and any parent undertaking or subsidiary undertaking of the Vendor and any other subsidiary undertaking of such parent undertaking; |
Vendors Solicitors |
|
Stevens & Bolton LLP of The Billings, Guildford, Surrey GU1 4YD; |
Warranties |
|
the warranties which are set out in Schedule 3 and Warranty means any of them; and |
Waste |
|
any discarded, unwanted or surplus substance present in, on or under the Properties and/or the Gailey Park Site on or before the Completion Date irrespective of whether it is capable of being recycled or recovered or has any value. |
8
9
3.3.1 |
|
as to the Fixed Assets |
|
£95,000 |
|
(ninety five thousand pounds); |
3.3.2 |
|
as to the Stock |
|
£375,000 |
|
(three hundred and seventy five thousand pounds); |
3.3.3 |
|
as to the Ginos Pizza Trade Mark |
|
£1 |
|
(one pound); |
3.3.4 |
|
as to the Perfect Pizza Trade Marks |
|
£1 |
|
(one pound); |
3.3.5 |
|
as to the Goodwill |
|
£6,529,996 |
|
(six million, five hundred and twenty nine thousand nine hundred and ninety six pounds) |
3.3.6 |
|
as to the Properties |
|
£1 |
|
(one pound); |
3.3.7 |
|
as to the remaining Assets |
|
|
|
|
|
|
(including the Business Intellectual Property other than the Ginos Pizza Trade Mark and the Perfect Pizza Trade Marks) |
|
£1 |
|
(one pound). |
Age of Debt at the Effective Date |
|
Percentage of Debts payable |
|
Debts aged between 0-90 days |
|
90 |
% |
Debts aged between 91 and 180 days |
|
25 |
% |
Debts aged between 181 and 545 days |
|
5 |
% |
Debts aged over 545 days |
|
Nil |
|
10
Period following the Effective Date |
|
Percentage of Debts payable |
|
Within 6 months from the Effective Date (i.e. on or before 5 September 2006) |
|
50 |
% |
Within 9 months from the Effective Date (i.e. on or before 5 December 2006) |
|
37.5 |
% |
Within 12 months from the Effective Date (i.e. on or before 5 March 2007) |
|
12.5 |
% |
Completion shall take place at the offices of the Vendors Solicitors (or such other place as may be agreed by the Vendor and the Purchaser) immediately upon execution of this Agreement when the Vendor and the Purchaser shall comply in full with their respective obligations set out in clause 6.
11
12
13
14
15
following which the Vendor and the Purchaser shall consult together with a view to agreeing the content of the Apportionment Statement.
16
17
18
19
20
and including, in each relevant case, claims relating to redundancy, breach of contract, unfair dismissal, discrimination by reason of sex, race, disability, sexual orientation, religion or belief, equal pay, personal injury, outstanding wages or other remuneration, PAYE, national insurance contributions, pension contributions or otherwise, or arising out of or in connection with any alleged failure to inform and consult with appropriate representatives pursuant to the Regulations.
The Vendor hereby warrants to the Purchaser in the terms set out in Schedule 3 but subject to the exclusions and limitations set out in Schedule 4. The Vendor acknowledges that the Purchaser has been induced to enter into this Agreement on the basis of and in full reliance upon the Warranties.
The Warranties are given subject to all those matters fairly disclosed in the Disclosure Letter and the Purchaser shall accordingly have no claim in respect of any of the Warranties in relation to any matter fairly disclosed in the Disclosure Letter.
Each of the Warranties shall be construed as a separate and independent warranty and (save where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other term of this Agreement or any other Warranty.
The Purchaser acknowledges and agrees that the Vendor does not give any Warranty:
21
The Warranties are given on the date of this Agreement and the Vendor is under no obligation to disclose to the Purchaser anything which is or may constitute a breach of or be inconsistent with any of the Warranties of which it may become aware after the date of this Agreement.
The Purchaser acknowledges that in the event that it becomes aware following the entering into of this Agreement that there has been a breach of the Warranties or any other term of this Agreement, the Purchaser shall not be entitled to rescind or otherwise treat this Agreement as terminated and its sole remedy (subject to clause 19.5) shall be in damages.
22
Any payment made by the Vendor in respect of breach of the Warranties shall constitute a reduction in the Consideration.
Where any statement set out in Schedule 3 is expressed to be given or made to the best of the Vendors knowledge and belief or so far as the Vendor is aware or is qualified in some other manner having substantially the same effect, such statement shall mean that the Vendor is deemed to be aware of all those facts and matters within the actual knowledge of Daniel Cousineau and Stuart Greener, each having made reasonable enquiries into the subject matter of that statement or Warranty, including where they, acting reasonably, considered it appropriate due enquiry of the Vendors professional advisers but for the avoidance of doubt the Purchaser acknowledges that no enquiries have been made of any of the Franchisees.
The Purchaser acknowledges that it has not relied on any warranty, representation, covenant, undertaking, indemnity or other statement by or of the Vendor or any member of the Vendors Group or any of its or their officers, employees, agents or other representatives, other than the Warranties and further agrees that any breach by the Vendor of any Warranty shall not give rise to any claim other than a claim against the Vendor (not any other member of the Vendors Group or any of their or the Vendors officers, employees or representatives) in respect of such Warranty.
The Purchaser shall not be entitled to bring any claim for breach of any of the Warranties to the extent that the subject matter of the claim was within the actual knowledge of Anthony Sherriff and/or Paul McGee on or before Completion.
Schedule 4 shall have the effect of limiting further the liability of the Vendor in respect of the Warranties.
The rights conferred on the Purchaser by this Agreement shall be the Purchasers sole rights and remedies.
The Purchaser agrees and undertakes that it has no rights against and shall not make any claim against any present or former employee, officer, agent or other representative of the Vendor or any member of the Vendors Group in connection with this Agreement or its subject matter.
Notwithstanding any other provision in this Agreement and the Disclosure Letter, nothing herein or therein shall operate to limit or exclude the liability of the Vendor or the remedies of the Purchaser for fraud, fraudulent misrepresentation or wilful concealment on the part of the Vendor.
23
24
(a) it has been admitted or agreed in writing by the Vendor; or
(b) an amount has been awarded or adjudicated as being payable or due by the Vendor by a court of competent jurisdiction from which it has been determined that there is no further right to appeal and from which no appeal is made within the relevant time permitted
and shall include any interest and costs if and to the extent the amount thereof has been so admitted, agreed or awarded in favour of the Purchaser.
25
26
27
Subject to clause 8 (VAT), the Purchaser shall preserve all information, records and other documents relating to the Business, the Assets and the Transferring Employees delivered to the Purchaser pursuant to this Agreement for a period of not less than 7 years after the Completion Date and upon reasonable notice by the Vendor shall make such information, records and other documents available at all reasonable times during usual business hours for inspection by the Vendor (other than to the extent that such information, records and other documents contain confidential information relating to the Business) or its authorised agents who may (at the Vendors cost) take such copies therefrom as the Vendor may reasonably require. The Vendor shall preserve all information, records and other documents retained pursuant to this Agreement for a period of not less than 7 years after the Completion Date and upon reasonable notice by the Purchaser shall make such information, records and other documents available at all reasonable times during usual business hours for inspection by the Purchaser (other than to the extent that such information, records and other documents contain confidential information relating to the business of any member of the Vendors Group) or its authorised agents who may (at the Purchasers cost) take such copies therefrom as the Purchaser may reasonably require.
28
The Purchaser and the Vendor each undertakes that, save as may be required by law or any regulatory authority or as expressly provided for in this Agreement, it will not directly or indirectly make, or cause to be made, before on or after Completion, (whether to the public, press, employees, customers or suppliers or otherwise), any media statement, announcement, communication or other disclosure whatsoever (including notifying Franchisees or suppliers of the Business of the change of ownership in general business correspondence) in relation to this Agreement and the other documents entered into contemporaneously with it, whether written or oral, without the prior written approval of the other.
Save as expressly otherwise provided in this Agreement, each of the parties shall pay its own legal, accountancy and other professional costs, charges and expenses connected with the negotiation, preparation and implementation of this Agreement and of all other documents referred to in it and the Purchaser shall pay all stamp duty arising in relation thereto.
If any sum due to be paid by one party to the other under this Agreement, except a payment due from the Purchaser to the Vendor under clause 4 (which shall be subject to the default rate set out in clause 4.6), is not paid on the due date for payment, such unpaid sum shall carry interest calculated on a daily basis (as well after as before judgement) at the rate of 4% per annum above the annual base lending rate (or equivalent published rate) of The Royal Bank of Scotland plc from time to time from the due date to the date of
29
actual payment (both dates inclusive). Any such interest shall be payable upon demand being made to the defaulting party by the party entitled to receive the overdue payment concerned.
No failure to exercise and no delay in exercising on the part of the Purchaser or the Vendor any right or remedy available to it under this Agreement shall operate as a waiver of such right or remedy.
Except as otherwise expressly agreed in this Agreement, the Loan Notes or the Additional Loan Notes all amounts due from the Purchaser to the Vendor under this Agreement, the Loan Notes, the Additional Loan Notes and/or the Debenture shall be paid in full:
The Vendor hereby agrees, at the written request and expense of the Purchaser, to execute and deliver or do (as appropriate) such other documents and acts as may be reasonably necessary after Completion to vest in the Purchaser the legal and beneficial ownership of the Assets in accordance with the provisions of this Agreement.
All provisions of this Agreement so far as they are capable of being performed or observed and all warranties and undertakings herein contained shall continue in full force and effect notwithstanding Completion except in respect of those matters already then performed.
This Agreement may be executed in any number of counterparts, each of which when executed by one or more of the parties hereto shall constitute an original but all of which, when dated with the same date, shall constitute one and the same agreement.
30
Address: |
|
Attn: Daniel Cousineau |
|
|
Papa Johns (GB) Limited (formerly Perfect Pizza Limited) |
|
|
The Forum |
|
|
Hanworth Lane |
|
|
Chertsey |
|
|
Surrey |
|
|
KT16 9JX |
Fax: |
|
+44 1932 565904 |
and to: |
|
|
Address: |
|
Attn: General Counsel |
|
|
Papa Johns International Inc |
|
|
2002 Papa Johns Boulevard |
|
|
Louisville |
|
|
KY 40299 |
|
|
USA |
Fax: |
|
+1 502 261 4324 |
Address: |
|
Attn: Tony Sherriff |
|
|
Smartfirst Limited |
|
|
Sovereign House |
|
|
Queen Street |
|
|
Manchester |
|
|
M2 5HR |
Fax: |
|
+44 161 832 6307 |
31
This Agreement (together with all documents referred to herein) shall be governed by and construed in accordance with the laws of England and the parties hereto irrevocably submit to the non-exclusive jurisdiction of the English Courts for the settlement of all disputes or claims which may arise out of or in connection with this Agreement (and any documents referred to herein).
AS WITNESS the hands of the parties hereto or their duly authorised representatives the day and year first above written
32
SCHEDULE 1
TRANSFERRING EMPLOYEES
Simon Jarvis
Paul Rayment
Matthew Clewes
Jane Gilbert
Babinder Kaur
Roger Kendall
Alexis Baugh
Kerry Davies
Claire Dobbing
Philippa Dutton
Sharna Parkes
Alistair Waite
Simon Davies
Ronald Parker
Richard Perkins
Alan Sivorn
Anthony Whitehouse
Christopher Bartram
Kevin Harrison
R. M. Hollingmode
Austin Kingsley
Daniel Lee
Mark Parker
Garry Roberts
Simon Wellings
33
SCHEDULE 2
PART A
THE EXCLUDED ASSETS
1 All cash in hand or at the bank.
2 Any amounts recoverable by the Vendor in respect of Taxation relating to the Business attributable to periods ended on or before the Completion Date.
3 All intellectual property rights in and all rights to use the business name Papa Johns or any logo or mark incorporating such name and all other intellectual property rights of the Vendors Group save for those expressly assigned under this Agreement.
4 All rights in respect of the computer systems referred to in the IT Agreement.
5 All assets of the Vendor used by it in any business other than the Business.
6 The Split Contracts
7 The Generic Stock.
8 Any debts or other amounts owing to the Vendor, other than the Debts.
9 Any assets owned by the Franchisees or the Principals (as defined in the Franchise Agreements) or any company owned or controlled by any of them.
10 Any debts owed to the Vendor from former franchisees including in respect of Sidcup and Penn.
11 Any equipment belonging to the Vendors Group situated in the possession or control of suppliers of the Business.
12 Any BlackBerry (or similar) handheld devices used in connection with the Business.
13 The Cisco Router and Dell Proliant Server situated at the Gailey Park Site.
14 The PJ Equipment as defined in clause 2.3.6 of the Distribution Agreement.
15 The computer equipment stored on racking in the stock area at the Gailey Park Site.
34
SCHEDULE 2
PART B
THE EXCLUDED BUSINESSES
1 Any business other than the Business owned or operated by any member of the Vendors Group at or after the Completion Date including any business operated by Papa Johns Pizza Limited (Company Number 3872801).
2 Any business owned or operated by the Franchisees or the Principals (as defined in the Franchise Agreement) or any company owned or controlled by any of them.
35
SCHEDULE 3
WARRANTIES
PRELIMINARY
1 Schedules and Information
The details contained in Schedules 1, 5 (Parts A and B), 6, 7, 8 and 9 are true and accurate in all material respects.
2 Capacity, Title and Solvency of Vendor
2.1 The Vendor is entitled to transfer the legal and beneficial ownership of the Business and Assets to the Purchaser on the terms of this Agreement without the consent of any third party.
2.2 The execution and delivery of, and the performance by the Vendor of its obligations under, this Agreement will not:
2.2.1 result in a breach of, or constitute a default under, any instrument to which the Vendor is a party or by which the Vendor is bound; or
2.2.2 result in a breach of any order, judgement or decree of any court or governmental agency to which the Vendor is a party or by which the Vendor is bound.
2.3 This Agreement constitutes, and the Relevant Documents to which the Vendor is a party will constitute, binding obligations on the Vendor.
2.4 No order has been made and no resolution has been passed for the winding up of the Vendor or for a provisional liquidator to be appointed in respect of it and no petition has been served and no meeting has been convened for the purposes of winding up the Vendor.
2.5 No administration order has been made and no petition for such an order has been presented in respect of the Vendor.
2.6 No receiver (which expression shall include an administrative receiver) has been appointed in respect of the Vendor.
2.7 The Vendor is not insolvent or unable to pay its debts within the meaning of s.123 Insolvency Act 1986 and has not stopped paying its debts as they fall due.
2.8 No voluntary arrangement has been proposed under s.1 Insolvency Act 1986 in respect of the Vendor.
2.9 No event analogous to any of the foregoing has occurred in or outside the United Kingdom with respect to the Vendor.
2.10 The Vendor has obtained all necessary shareholder and board approvals in respect of the entry into of this Agreement and the Relevant Documents to which it is a party.
3 Position Since 31 December 2004
Since 31 December 2004 the Business has been carried on in the ordinary and usual course as regards its nature and extent and manner of carrying it on.
36
SUPPLIERS
4 Suppliers
Since 1 January 2006 the Business has not lost any important supplier (being a supplier accounting for more than 5% of the purchases of the Business on an annualised basis).
SUPPLIER CONTRACTS
5 Material terms disclosed
All material terms of each of the Supplier Contracts with any important supplier (within the meaning of paragraph 4 above) have been disclosed to the Purchaser in the Disclosure Letter.
6 Default
So far as the Vendor is aware no party or parties (including the Vendor) to a Supplier Contract with an important supplier (within the meaning of paragraph 4 above) is in default of any material obligation under such Supplier Contract where such default gives rise to a right to terminate such Supplier Contract.
FRANCHISE AGREEMENTS
7 The Disclosure Bundle contains true and complete copies of all the Franchise Agreements as the same are in force at the date hereof, including any amendments thereto.
8 So far as the Vendor is aware each of the Franchise Agreements is in full force and effect and neither the Vendor nor the relevant Franchisee has served any written notice of termination thereunder which notice is still outstanding.
9 So far as the Vendor is aware no party or parties (including the Vendor) to a Franchise Agreement is in default at the date hereof of any material obligation thereunder where such default gives rise to a right of any such party to terminate such Franchise Agreement.
INSURANCE
10 Details Provided
Details of all insurance policies maintained by the Vendor relating to the Business or the Assets are provided in the Disclosure Bundle and such details are true and accurate in all material respects.
37
ASSETS
11 Ownership of assets
11.1 The Vendor is the legal and beneficial owner of all of the tangible Assets free from any Encumbrances.
11.2 No Encumbrance over the whole or any part of the Assets is outstanding and the Vendor is not a party to any agreement or commitment to give or create any Encumbrance over the whole or any part of the Assets.
11.3 So far as the Vendor is aware there are no material assets other than the Assets required by the Vendor to carry on the Business as carried on immediately prior to the Completion Date and those Assets which are tangible are in the possession or under the control of the Vendor.
11.4 None of the Assets including the Debts, are the subject of any assignment, royalty, overriding royalty, factoring arrangement, leasing or hiring agreement, hire purchase agreement, agreement for payment on deferred terms or any similar agreement or arrangement.
11.5 The Vendor has not created any option, right to acquire, mortgage, pledge, charge, lien or other form of security or encumbrance of any nature on, over or affecting any part of the Assets, and there is no agreement or commitment to give or create any of the foregoing and no claim has been made by any person to be entitled to any of the foregoing.
DEBTS, STOCK ETC
12 Debts, Stock etc
12.1 The Debts have each been invoiced and have been incurred in the ordinary course of the Business and so far as the Vendor is aware are valid debts owing to the Vendor.
12.2 Since the date on which the Stock Statement was prepared since there have been no abnormal movements in levels of the Stock, other than in the ordinary course of business.
FINANCIAL INFORMATION
13 Sales Statement
13.1 The figure attributed to Periods 1 to 12, 2005, System Sales in column (2) of the Sales Statement does not overstate the system sales of the Perfect Pizza business operated by the Vendor in the period from 27 December 2004 to 25 December 2005.
13.2 The figure attributed to Periods 1 to 12, 2005, Food Sales in column (2) of the Sales Statement does not misstate in any material respect the food sales of the Vendor to Perfect Pizza franchisees in the period from 27 December 2004 to 25 December 2005.
13.3 The figure attributed to Periods 1 to 12, 2005, Marketing Income in column (2) of the Sales Statement does not overstate the invoiced marketing income of the Perfect Pizza franchising business as operated by the Vendor in the period from 27 December 2004 to 25 December 2005.
13.4 The figure attributed to Periods 1 to 12, 2005, Distribution Costs in column (2) of the Sales Statement does not misstate in any material respect the aggregate distribution costs of the Vendor in respect of distribution from the Gailey Park Site to Perfect Pizza franchisees and Papa Johns franchisees and other restaurants in the period from 27 December 2004 to 25 December 2005.
38
13.5 The figure attributed to Periods 1 to 12, 2005, Adjusted System Sales in column (2) of the Sales Statement does not overstate the system sales of the Franchise Sites in the period from 27 December 2004 to 25 December 2005.
13.6 The figure attributed to 2006, Adjusted Systems Sales in column (2) of the Sales Statement does not overstate the systems sales of the Franchise Sites in the period from 27 December 2005 to 22 January 2006.
13.7 The figure attributed to Periods 1 to 12, 2005, Admin Royalty Income in column (2) of the Sales Statement does not overstate the invoiced admin royalties of the Perfect Pizza franchising business as operated by the Vendor in the period from 27 December 2004 to 25 December 2005.
14 Business since 22 January 2006
Since 22 January 2006 the Business has been carried on in its ordinary course without material interruption.
COMPLIANCE AND LITIGATION
15 Compliance with statute
15.1 No investigations or enquiries by or on behalf of any governmental or other body in respect of the Business or any of the Assets (other than routine taxation investigation or enquiries) have been notified to the Vendor.
15.2 So far as the Vendor is aware, neither the Vendor nor any of its officers, agents or employees which for the avoidance of doubt shall exclude any past or present franchisee of the Business (during the course of their duties in relation to the Business) has committed or omitted to do any act or thing the commission or omission of which is or could be in contravention of any statutory obligation or any other law of the United Kingdom giving rise to any fine, penalty, default proceedings or other liability in relation to the Business or any of the Assets which would in any such case materially and adversely affect the financial or trading position of the Business.
15.3 So far as the Vendor is aware the Business has been operated in all material respects in accordance with the laws of the United Kingdom.
16 Licences and consents
So far as the Vendor is aware insofar as any licence or consent is essential for the proper carrying on of the Business as presently carried on these have been duly obtained by the Vendor and are in full force and effect. So far as the Vendor is aware, no party to them (or any of them) is in material breach of any of the terms and conditions attached to them and there are no circumstances which indicate that any of them may be suspended, terminated, varied, revoked or not renewed in whole or in part.
17 Data Protection
The Vendor has not received any written notice or allegation from any person or third party in relation to the Business for failure or non-compliance with the Data Protection Act 1994 or 1998.
39
18 Litigation and Disputes
Save in respect of collection of debts in the ordinary course of business (none of which exceed £5,000), the Vendor is not engaged (whether as defendant, claimant or otherwise) in any litigation or arbitration proceedings or in any claim or dispute in respect of the Business or the Assets, and, so far as the Vendor is aware, there are no such proceedings or claims or disputes pending or threatened either by or against the Vendor.
TAXATION
19 VAT
So far as the Vendor is aware the Vendor has complied, in all material respects, with all statutory requirements, orders, provisions, directions or conditions relating to value added tax to the extent that they are relevant to the Business.
19.1 No security has been given by the Vendor over any of the Assets in favour of the Commissioners for Customs and Excuse under the provisions of paragraph 4 of schedule 11 to the Value Added Tax Act 1994.
19.2 An election has been made by the Vendor under paragraph 2 of schedule 10 to the Value Added Tax Act 1994 in relation to the Properties and a true copy of such election is contained in the Disclosure Bundle at document 19.6.
19.3 The Vendor has not received notice of an election under paragraph 2 of schedule 10 to the Value Added Tax Act 1994 from the holder of any interest immediately superior to that held by the Vendor in respect of any of the Properties.
19.4 So far as the Vendor is aware none of the Assets is a capital item the input tax on which may be subject to adjustment under part XV of the Value Added Tax Regulations 1995.
20 Disputes
The Vendor has not received written notice of any dispute with the HM Revenue & Customs or other relevant fiscal authority concerning any matter which, so far as the Vendor is aware, will affect the Business or any of the Assets in any material respect.
21 PAYE/NIC
21.1 The Vendor has properly operated the Pay As You Earn system, by making deductions, as required by the applicable Taxation statute, from all payments made, or treated as made, to the Transferring Employees, and has accounted HM Revenue & Customs for all Taxation so deducted and for all Taxation chargeable on the Vendor on benefits provided to the Transferring Employees.
21.2 All National Insurance contributions (both employers and employees) due in respect of the Transferring Employees have been duly paid.
22 STAMP DUTY
22.1 So far as the Vendor is aware all material documents in the possession or under the control of the Vendor or to the production of which the Vendor is entitled which are necessary to establish the title of the Vendor to any asset relating to the Business and which attract stamp duty on the United Kingdom or elsewhere have been properly stamped.
40
TRANSFERRING EMPLOYEES
23 Terms of employment
23.1 Particulars of the identity, date of commencement of employment, date of birth, job title and current salary of each Transferring Employee are set out in the Disclosure Letter.
23.2 Full particulars of all material terms and conditions of employment of all the Transferring Employees are set out in the Disclosure Letter.
23.3 Particulars of any profit sharing, commission, discretionary bonus arrangements, share option or phantom share option schemes, profit related pay schemes, employee share ownership plans or trusts or employee benefit trusts in which the Transferring Employees participate in are set out in the Disclosure Letter.
24 Employment Offers
Particulars have been given in the Disclosure Letter of any outstanding offer of employment made to any person to be engaged in the Business and there is no person who has accepted an offer of employment in the Business whose employment has not yet started.
25 Industrial Agreements
The Vendor has not entered into any recognition or other agreement or arrangement (whether legally binding or not) with any trade union or other body representing any of the Transferring Employees.
26 Leave of Absence
So far as the Vendor is aware there are no Transferring Employees on maternity leave, absent on grounds of disability or other leave of absence with a statutory or contractual right to return to work for the Business.
27 Compliance, Disputes and Disability
27.1 The Vendor has complied in all material respects with all its obligations under the Employment Rights Act 1996 in relation to the Transferring Employees.
27.2 No dispute between the Vendor and any Transferring Employee has occurred in the 12 months before Completion and has led to proceedings being issued against the Vendor.
27.3 So far as the Vendor is aware none of the Transferring Employees is disabled within the meaning of the Disability Discrimination Act 1995.
28 Termination of Employment
No Transferring Employee has given written notice to the Vendor terminating his contract of employment or is under notice of dismissal.
29 Variation of Transferring Employee Terms
The Vendor has not offered, promised or agreed (in each case on a binding basis) for the future any material variation in the current contract of employment of any Transferring Employee where such offer, promise or agreement remains outstanding.
30 Industrial Action
No industrial action or dispute is existing or, so far as the Vendor is aware, has been threatened against the Vendor in respect of or concerning any of the Transferring Employees.
41
31 Pension Arrangements Disclosed
31.1 In this paragraph:
Approved means approved by the Board of Inland Revenue for the purposes of Chapter I or Chapter IV of part XIV of ICTA 1988 and references to Approval shall be construed accordingly;
Disclosed Schemes means the Perfect Pizza Limited Group Personal Pension Plan (the GPPP) with Prudential and the Perfect Pizza Limited Pension Scheme (the Final Salary Scheme);
ICTA 1988 means the Income and Corporation Taxes Act 1988;
Members means the employees engaged in the Business who are entitled to benefits under the Disclosed Schemes; and
31.2 The Vendor is not a party to any agreement or arrangement other than the Disclosed Schemes for the provision of any Relevant Benefits (as defined in section 612 of ICTA 1988) for any of the Transferring Employees engaged in the Business, including any retirement benefits pension or personal pension scheme or stakeholder arrangement.
31.3 In respect of the Final Salary Scheme the Purchaser has been supplied with:
31.3.1 true and complete copies of all the deeds and rules currently governing or relating to the Final Salary Scheme;
31.3.2 a copy of the report of the most recent actuarial valuation of the Final Salary Scheme; and
31.3.3 a copy of the Perfect Pizza Limited Pension Scheme report and accounts for the year ended 5 April 2005.
31.4 All material details of the GPPP which are sufficient to enable the Purchaser to determine the type of benefits payable and the contributions payable to the GPPP in respect of the Members of the GPPP have been disclosed to the Purchaser, and all benefits provided under the GPP are on a money purchase basis.
31.5 No undertaking or assurance has been given to any person as to the continuance introduction increase or improvement of any Relevant Benefits (whether or not there is any legal obligation to do so).
31.6 As far as the Vendor is aware there are in respect of the Disclosed Schemes no civil, criminal, arbitration, administrative or other proceedings, claims or disputes (including, without limitation, complaints under the internal disputes resolution procedure, to the Pensions Ombudsman or any investigation or enquiry, routine or otherwise by the Pensions Regulator) by any Group Company against any Member or by any Member previous member or prospective member against any Group Company in progress, pending or threatened in writing and, so far as the Vendor is aware, no circumstances exist which might give rise to any such proceedings, claims or disputes.
31.7 Each Disclosed Scheme is Approved and the Vendor is not aware of any circumstances which might give the Board of Inland Revenue reason to withdraw Approval.
31.8 All death in service benefits which may be payable under the Group Life Assurance Scheme, G91635, are fully insured, all insurance premiums have been duly paid and so far as the Vendor is aware there is no ground on which the relevant insurance company could avoid liability under any policy of insurance applicable to such benefit.
42
31.9 So far as the Vendor is aware the Disclosed Schemes have been administered so as to comply with all applicable legislation including all requirements relating to the payment of contributions.
32 Ex gratia Payments
The Vendor has not, in the last 12 months, made any material voluntary or ex gratia payments of any Relevant Benefits to or in respect of any Transferring Employee.
33 Undertakings
No undertaking has been given by the Vendor to any Transferring Employee as to the introduction, continuance, increase or improvement of any Relevant Benefits.
PROPERTY AND ENVIRONMENTAL
34 The Properties
34.1 All written replies to enquiries and requisitions relating to the Properties made or given by Thomas Eggar on behalf of the Vendor to the Purchaser (or to the Purchasers Solicitors) are true and accurate in all material respects.
34.2 The information relating to the Properties set out in Part A and Part B of Schedule 5 is true and accurate in all material respects.
34.3 So far as the Vendor is aware, there is no outstanding order, notice or claim (including any dilapidations order, notice or claim) which has been served upon or sent to the Vendor which relates to the state of repair and condition of the Properties or involves expenditure in complying with it.
35 Environmental Law
The Vendor has not received any formal written notice or complaint from any local authority, agency, body or third party threatening any civil, criminal or administrative action, proceeding or suit alleging breach of Environmental Laws in relation to the Gailey Park Site.
36 Intellectual Property
36.1 The Vendor is the sole unencumbered legal and beneficial owner and where registered the sole registered proprietor of all the Business Intellectual Property and the Vendor is not aware of any other Intellectual Property which is necessary to operate the Business.
36.2 Material particulars as to ownership, registration (and applications therefor) of the Business Intellectual Property including priority and renewal dates where applicable are set forth in Schedule 8 and/or in the Disclosure Letter and such details are complete and correct in all material respects. Such Intellectual Property comprises all material Intellectual Property which the Vendor has used in connection with the Business as carried on immediately prior to the date hereof or which is required to be used in connection with the operation of the Business as carried on immediately prior to the date hereof.
36.3 So far as the Vendor is aware the Business Intellectual Property is not the subject of any pending or threatened proceedings for opposition, cancellation, revocation or rectification or claims from employees and so far as the Vendor is aware there are no facts or matters which are likely to give rise to any such proceedings.
43
36.4 All the application and renewal fees and costs and charges regarding the Business Intellectual Property due on or before Completion have been duly paid in full.
36.5 Save for those agreements listed in the Disclosure Letter, the Vendor has not entered into any agreement, arrangement or understanding (whether legally enforceable or not) for the licensing or otherwise permitting or authorising the use or exploitation of the Business Intellectual Property or which would prevent restrict or otherwise inhibit the Purchasers freedom to use and exploit the Business Intellectual Property.
36.6 So far as the Vendor is aware none of the Business Intellectual Property is currently being infringed by any third party or has been so infringed in the two year period preceding Completion.
36.7 So far as the Vendor is aware there are no outstanding claims against the Vendor for infringement of any Business Intellectual Property and no such claims have been settled by the giving of any undertakings which remain in force.
37 Restrictive Agreements and Competition
So far as the Vendor is aware, the Vendor has not within the period of 2 years prior to the date of this Agreement been party to or involved in any agreement, understanding, arrangement, concerted practice or conduct directly or indirectly affecting the Business which may infringe or have infringed.
37.1 the Competition Act 1998;
37.2 the Enterprise Act 2002;
37.3 Articles 81 and 82 of the Treaty establishing the European Community; or
37.4 any other competition or anti-trust legislation or regulations which apply or have applied in the EEA or within any jurisdiction within the EEA or any other jurisdiction in the world and the Vendor has not in connection with any matter directly or indirectly affecting the Business received any notice, request, order or other communication of any kind from any authority, commission, government department, court or other public agency charged with the oversight or enforcement of any of the legislation referred to in this paragraph 37.
44
SCHEDULE 4
VENDORS LIMITATIONS OF LIABILITY
The provisions in this Schedule shall operate to limit the liability of the Vendor under and in respect of this Agreement and reference in this Schedule to hereof, hereunder and to liability hereunder shall be construed to refer to such liability as appropriate.
1 Minimum Claim Levels
No liability shall arise in respect of any claim for breach of the Warranties and/or the Gailey Park Indemnity unless and until the aggregate amount of all substantiated claims thereunder shall exceed £100,000 (one hundred thousand pounds) and, in addition, each individual substantiated claim to be counted towards the total sum referred to above must exceed £7,500 (seven thousand five hundred pounds), and in such event the Vendor shall be liable for the entire amount of the substantiated claims and not merely the excess. For the purpose of this paragraph 1, the expression substantiated claim means a claim (in whole or in part) which is admitted by the Vendor or proved in a court of competent jurisdiction.
2 Cap on Liability
The aggregate liability of the Vendor in respect of all claims under the Warranties and the Gailey Park Indemnity shall not exceed £4,600,000 (four million six hundred thousand pounds).
3 Time Limits
No claim shall be brought by the Purchaser against the Vendor in respect of any breach of the provisions of this Agreement unless notice in writing of any such claim (specifying so far as reasonably practicable the nature of the breach or claim and the amount claimed in respect thereof) shall have been given to the Vendor on or before the date which is 15 months after the Completion Date and proceedings are commenced by the Purchaser in respect of such claim within 6 months of notice in respect thereof being given to the Vendor and for this purpose proceedings shall not be deemed to have been commenced unless they shall have been issued and served upon the Vendor.
4 Reimbursement
Where the Purchaser is entitled to recover from some other person (including its insurers) any sum in respect of any matter giving rise to a claim against the Vendor hereunder, the Purchaser shall at the reasonable request and expense of the Vendor procure that reasonable steps are taken to enforce such recovery and if any sum is so recovered then (i) the amount of the Vendors liability in respect of that claim shall be reduced by an amount equal to the sum so recovered (less the reasonable costs and expenses of recovering it) or (ii) if an amount shall already have been paid by the Vendor or otherwise satisfied in respect of that claim there shall be repaid to the Vendor an amount equal to the amount so recovered or (if less) the amount of such liability already satisfied by the Vendor provided that nothing in this clause shall require the Purchaser to act in any manner which is likely to be materially and adversely prejudicial to the goodwill of the Business.
45
5 Specific Limitations
5.1 No claim whatsoever shall be made by the Purchaser against the Vendor in respect of any breach of the provisions of this Agreement (and the Vendor shall not be liable in respect of any such claim which is made):-
5.1.1 to the extent that such breach or claim occurs or is increased as a result of any legislation not in force at the date hereof or occurs as a result of any increase in the rates of Taxation in force at the date hereof or occurs as a consequence of a change in the published practice of any taxation authority or in the interpretation of the law after the date hereof in any jurisdiction;
5.1.2 to the extent that such breach or claim would not have arisen but for:-
(a) any voluntary act, omission, transaction or arrangement after Completion by the Purchaser or any other member of the Purchasers Group; or
(b) any claim, election, surrender or disclaimer made or notice or consent given or any other thing done in respect of Taxation after Completion by the Purchaser or any other member of the Purchasers Group under the provisions of any enactment or regulation relating to Taxation; or
5.1.3 to the extent that reference, allowance, provision or reserve has been made in the Sales Statement Supporting Documents in respect of the matter to which such liability relates or such matter was taken into account in computing the amount of any such allowance provision or reserve or such matter was referred to in the notes to the Sales Statement Supporting Documents or is otherwise referred to in the Disclosure Letter or the Disclosure Bundle.
6 Contingent Claims
If any claim against the Vendor arises by reason of some liability of the Purchaser which, at the time such claim is notified to the Vendor, is contingent only or otherwise not capable of being quantified, then the Vendor shall not be under any obligation to make any payment in respect of such claim unless and until such liability ceases to be contingent or becomes capable of being quantified, as the case may be and if any such claim shall have been notified to the Vendor within the period stipulated in paragraph 3 above but does not cease to be contingent within 3 months of the giving of such notice then such claim shall lapse.
7 Recovery - - Only Once
7.1 Payment of any claim shall pro tanto satisfy and discharge the amount payable in respect of any other claim which is capable of being made in respect of the same loss giving rise to such claim.
7.2 The Vendor shall not be liable in respect of any claim to the extent that the subject of the claim has been or is made good or is otherwise compensated for without cost to the Purchaser.
8 Conduct of Claims
If any claim comes to the notice of the Purchaser by reason or in consequence of which the Vendor may be liable under the Warranties the Purchaser shall:
8.1 as soon as reasonably practicable give written notice thereof to the Vendor;
46
8.2 not make any admission of liability, agreement or compromise with any person, body or authority in relation thereto without the prior written agreement of the Vendor (not to be unreasonably withheld or delayed);
8.3 give the Vendor and its professional advisers reasonable access to the premises and personnel of the Purchaser upon prior written notice during normal business hours and to any relevant documents and records within the power, permission or control of the Purchaser to enable the Vendor and its professional advisers to examine such accounts, documents and records and take copies thereof at their own expense; and
8.4 take all such reasonable steps or proceedings as the Vendor may reasonably consider necessary in order to mitigate such claim and provide such other reasonable assistance as the Vendor may reasonably request, subject to the Purchaser being indemnified against all reasonable costs and expenses in connection therewith.
Provided that nothing in this paragraph 8 shall require the Purchaser to act in any manner which is likely to be materially and adversely prejudicial to the goodwill of the Business.
9 Mitigation
Nothing in this Schedule 4 or elsewhere in this Agreement shall in any way reduce the obligation of the Purchaser or any other member of the Purchasers Group to mitigate any loss which it suffers, or may suffer, in consequence of the circumstances giving rise to any claim or potential claim against the Vendor.
47
SCHEDULE 5
PART A
THE LEASES
Date |
|
Document |
|
Parties |
|
Property |
|
10.04.00 |
|
Lease |
|
Derrick Morgan (Construction) Ltd (1) Perfect Pizza Limited (2) |
|
Gailey Park Distribution Centre, Staffs. |
|
Date |
|
Document |
|
Parties |
|
Property |
|
Store known |
|
29.09.88 |
|
Lease |
|
Regent Investments (1) United Biscuits (UK) Ltd (2) |
|
36 Bank Street Ashford Kent |
|
Ashford |
|
11.1.91 |
|
Lease |
|
W J Dando Limited (1) Ginos Dial-A-Pizza Limited (2) |
|
5 St Michaels Square, Ashton-Under-Lyne |
|
Ashton Under Lyme |
|
25.01.89 |
|
Lease |
|
Victoria Street Properties Limited (1) United Biscuits (UK) Limited (2) |
|
604 Bearwood Road, Smethwick |
|
Bearwood Road |
|
24.04.03 |
|
Lease |
|
Star Amusements Limited (1) Perfect Pizza Limited (2) |
|
128 London Road South Benfleet Essex |
|
Benfleet |
|
05.02.88/ 13.11.03 |
|
Leases |
|
Kindale Ltd
(1) Ginos Dial-A-Pizza Ltd (2) M J Mcgrath, D Mcgrath And J Mcgrath (3)/ |
|
73 High Street, Bilston, West Midlands |
|
Bilston |
|
24.06.88 |
|
Lease |
|
T Tratalos (1) United Biscuits (UK) Limited (2) |
|
8 Victoria Avenue, Blackley |
|
Blackley |
|
16.07.91 |
|
Lease |
|
Hourpass Ltd (1) Ginos Dial-A-Pizza (2) |
|
315 Tonge Moor Road, Bolton, Lancashire |
|
Bolton |
|
14.12.88 |
|
Lease |
|
Hardanger Investments Ltd (1) Ginos Dial-A-Pizza Ltd (2) |
|
Unit 16 The Moor Shopping Centre, Brierley Hill |
|
Brierley Hill |
|
27.05.88 |
|
Lease |
|
Steven Sharpe & Gavin Mark Sharpe (1) United Biscuits (UK) Ltd (2) |
|
48 Lewes Road Brighton East Sussex |
|
Brighton |
|
18.10.91 |
|
Lease |
|
Mr B.S. Chahal (1) Ginos Dial-A-Pizza (2) |
|
44 High Street Brownhills Walsall West Midlands |
|
Brownhills |
|
48
15.03.04 |
|
Lease |
|
Lex Investments Ltd (1) Perfect Pizza Ltd (2) |
|
49 High Road, Broxbourne, Hertfordshire |
|
Broxbourne |
|
24.05.91 |
|
Lease |
|
A.S.Heath Esq. and N. Kellett (1) Ginos Dial-A-Pizza Limited (2) |
|
8 Market Place Burslem Stoke On Trent |
|
Burslem |
|
03.06.86 |
|
Lease |
|
Bonne Bouche Catering Limited (1) United Biscuits (UK) Limited (2) |
|
12 Bute Street, London |
|
Bute Street |
|
22.09.98 |
|
Lease |
|
Ventress Property Developments Ltd (1) Perfect Pizza Ltd (2) |
|
178 Mill Road Cambridge |
|
Cambridge |
|
26.04.85 |
|
Lease |
|
James Reppin Bates (1) Allen Stewart Smith (2) |
|
115 Furtherwick Road Canvey Island |
|
Canvey Island |
|
22.09.89 |
|
Lease |
|
Mr & Mrs J.M. Cohen (1) UB Restaurants Ltd (2) |
|
342 Cowbridge Road East Cardiff |
|
Cardiff 2 |
|
27.08.99 |
|
Lease |
|
Tindlesouth Ltd (1) Ginos Dial-A-Pizza (2) |
|
8 Hurst Lane Castle Bromwich Birmingham |
|
Castle Bromwich |
|
16.07.91 |
|
Lease |
|
Hourpass Ltd (1) Ginos Dial-A-Pizza Ltd (2) |
|
486 Nottingham Road Chaddesden Derby |
|
Chaddesden |
|
15.02.91 |
|
Lease |
|
Cheltenham Borough Council (1) Ginos Dial A Pizza Limited (2) |
|
32/34 St James Street, Cheltenham, Gloucestershire |
|
Cheltenham |
|
22.02.82 |
|
Lease |
|
Nombans
Limited And Wattsal Limited |
|
50 Broad Street Chesham |
|
Chesham |
|
1.11.91 |
|
Lease |
|
Brian Lewis (1) Ginos Dial-A-Pizza Limited (2) |
|
5 Sheffield Road, Chesterfield |
|
Chesterfield |
|
13.06.88 |
|
Lease |
|
Vertex Ltd (1) United Biscuits (UK) Ltd (2) |
|
36 The Hornet, Chichester, West Sussex |
|
Chichester |
|
17.10.85 |
|
Lease |
|
(1) Lamrest Limited And (2) United Biscuits (UK) Limited |
|
Ground Floor & Basement Shop, 299 Chiswick High Road |
|
Chiswick |
|
18.03.04 |
|
Underlease |
|
Zeldam Company Limited (1) Perfect Pizza Limited (2) |
|
Unit 3, 23 Watford Road, Cotteridge, Birmingham |
|
Cotteridge |
|
02.04.91 |
|
Lease |
|
Majorstates Ltd (1) Ginos Dial-A-Pizza (2) |
|
13 Longfellow Road, Coventry, West Midlands |
|
Coventry 1 |
|
24.09.91 |
|
Lease |
|
Claud Cecil Granger And Sybil Mary Granger (1) Ginos Dial-A-Pizza Limited (2) |
|
469 Holyhead Road Coventry |
|
Coventry 2 |
|
49
15.05.89 |
|
Lease |
|
Hassall
Properties Limited (1) Ginos Dial A Pizza |
|
Unit 3, 128b Nantwich Road, Crewe |
|
Crewe |
|
26.09.97 |
|
Lease |
|
Jasper Properties Ltd (1) Perfect Pizza Ltd (2) |
|
5 Davyhulme Circle Davyhulme Manchester |
|
Davyhulme |
|
23.11.90 |
|
Lease |
|
Wei Kiang Lam (1) Ginos Dial-A-Pizza Ltd (2) |
|
88 Manchester Road Denton Manchester |
|
Denton |
|
27.10.87 |
|
Lease |
|
Direct Properties Ltd (1) United Biscuits (UK) Ltd (2) |
|
274 Lower Addiscombe Road East Croydon Surrey |
|
East Croydon |
|
13.08.87 |
|
Lease |
|
J H Suckling (1) United Biscuits (UK) Limited (2) |
|
92 Field End Road Eastcote PinnerMiddlesex |
|
Eastcote |
|
14.09.90 |
|
Lease |
|
Paul Christian Seez (1) Ginos Dial-A-Pizza Limited (2) |
|
274 Pinhoe Road Exeter |
|
Exeter Pinhoe |
|
24.06.88 |
|
Lease |
|
Anglo Scottish Development Ltd (1) United Biscuits (UK) Ltd (2) |
|
186a West Street Fareham Hampshire |
|
Fareham |
|
10.08.87 |
|
Lease |
|
Kindale Limited (1) Colin Hayward Barnes (2) |
|
218 Farnborough Road Farnborough Hampshire |
|
Farnborough |
|
24.06.88 |
|
Lease |
|
David Chontow And Miria Elisheva Chontow (1) Ginos Dial-A-Pizza Limited (2) Michael John McGrath, Dennis McGrath And John McGrath (3) |
|
13 Straits Parade, Fish Ponds, Bristol |
|
Fishponds |
|
17.04.02 |
|
Lease |
|
Teves Investments Limited (1) Perfect Pizza Limited (2) |
|
776 Stafford Road, Fordhouses, Wolverhampton |
|
Fordhouses |
|
04.12.89 |
|
Lease |
|
Mr V B Goyal & Mr S Shukla (1) Messrs Ginos Dial A Pizza Limited (2) |
|
25 Liskard Road, & 11 Liskard Road, Walsall (also known as Unit 9 Gillity Village) |
|
Gillity Village Walsall |
|
07.01.05 |
|
Underlease |
|
Ranbrook Limited (1) Perfect Pizza Limited (2) |
|
3 Cavendish Buildings, 144 Eastgate St, Gloucester |
|
Gloucester |
|
22.06.88 |
|
Lease |
|
Mosspine Ltd (1) United Biscuits (UK) Ltd (2) |
|
21 Epsom Road Guildford |
|
Guildford |
|
03.03.94 |
|
Lease |
|
Central Midlands Co-Operative Society Ltd (1) G.D.P. (No.2) Ltd (2) |
|
1500 Stratford Road Hall Green Birmingham |
|
Hall Green |
|
50
30.03.90 |
|
Lease |
|
Watney Truman (1) Perfect Pizza Ltd (2) |
|
28 High Street Harpenden St Albans Hertfordshire |
|
Harpenden |
|
2.12.05 |
|
Lease |
|
Northlands Holding Limited (1) Perfect Pizza Limited (2) |
|
22 Market Parade, Havant, Hampshire |
|
Havant |
|
19.07.83 |
|
Lease |
|
Ravenseft Properties Ltd (1) Craft Cleaners Ltd (2) |
|
6 Five Ways Parade, Hazelgrove, Stockport |
|
Hazelgrove |
|
18.11.91 |
|
Lease |
|
Robin Archer (1) Ginos Dial A Pizza Limited (2) |
|
43 Commercial Road Hereford |
|
Hereford |
|
29.10.90 |
|
Lease |
|
J.P. &
Miss Moreton (1) Grandmet Restaurants |
|
Ground Floor Premises, 33 Regent St, Hinckley, Leicester |
|
Hinckley |
|
02.02.88 |
|
Lease |
|
Hudson, Hudson, Hudson & Staniscia (1) United Biscuits (UK) Ltd (2) |
|
Unit 3 Dalkeith House/25 Dalkeith Place Kettering |
|
Kettering |
|
15.5.00 |
|
Lease |
|
Town House Investments Limited (1) Perfect Pizza Limited (2) |
|
63 Bedford Street Leamington Spa |
|
Leamington Spa |
|
13.06.01 |
|
Lease |
|
The Walsall Metropolitan Borough Council (1) Perfect Pizza Limited (2) |
|
19 Leamore Lane, Leamore, Walsall |
|
Leamore |
|
17.02.89 |
|
Lease |
|
B.R And J.B Mody (1) United Biscuits (UK) Limited (2) |
|
199 Uppingham Road, Leicester |
|
Leicester 1 |
|
17.12.01 |
|
Lease |
|
Trustees of the Ferndale Executive Pension Scheme (1) Perfect Pizza Ltd (2) |
|
Ground floor shop unit 4 Cranfleet Way Wilsthorpe Road Long Eaton Nottinghamshire |
|
Long Eaton |
|
31.07.91 |
|
Lease |
|
Hourpass Limited (1) Ginos Dial-A-Pizza Limited (2) |
|
6 And 8 Upper Normacott Road Longton Stoke-on-Trent |
|
Longton |
|
06.02.89 |
|
Lease |
|
A I Woo Esq. & Others (1) And United Biscuits (UK) Limited (2) |
|
8 Denmark Road, Lowestoft |
|
Lowestoft |
|
24.09.98 |
|
Lease |
|
Ravenseft
Properties |
|
15 Central Parade, Maghull, Liverpool |
|
Maghull |
|
09.05.97 |
|
Lease |
|
Jewson
Property Holdings |
|
62 Queen Street Maidenhead Berkshire |
|
Maidenhead |
|
06.12.96 |
|
Lease |
|
S J Wright Ltd (1) Perfect Pizza Ltd (2) |
|
67 Union Street, Maidstone, Kent |
|
Maidstone |
|
51
30.11.90 |
|
Lease |
|
S Royce & Son Limited (1) Ginos Dial-A-Pizza Limited (2) |
|
1 Berkeley Precinct, Maypole, Birmingham |
|
Maypole |
|
23.04.87 |
|
Lease |
|
Goodwin Associates Ltd (1) United Biscuits (UK) Ltd (2) |
|
255 London Road Mitcham Surrey |
|
Mitcham |
|
12.04.90 |
|
Lease |
|
David Owen Kenna (1) Jane Elizabeth Kenna (2) Ginos Dial A Pizza (3) |
|
446 Chester Road New Oscott Sutton Coldfield |
|
New Oscott |
|
21.05.91 |
|
Lease |
|
Hourpass Limited (1) Ginos Dial-A-Pizza Limited (2) |
|
176 Corporation Road, Newport |
|
Newport |
|
19.12.90 |
|
Lease |
|
Mrs P K Sehmi (1) Grandmet Restaurants Limited (2) |
|
212a Wellingborough Road Northampton |
|
Northampton |
|
08.11.78 |
|
Lease |
|
Mr D A Greenway (1) Mr A B Plant (2) |
|
21/22 The Green, Attleborough, Nuneaton |
|
Nuneaton |
|
8.08.91 |
|
Lease |
|
Mellowbrook Limited (1) Ginos Dial-A-Pizza Limited (2) |
|
137 Yorkshire Street, Oldham, Greater Manchester |
|
Oldham |
|
10.03.93 |
|
Lease |
|
Portrust Holdings Limited (1) Perfect Pizza Limited (2) |
|
331 Penn Road, Penn Wolverhampton |
|
Penn |
|
25.11.04 |
|
Lease |
|
Norton Properties (Essex) Limited (1) Perfect Pizza Limited (2) |
|
Shop 2 and Flat 2, 71/73 High Street, Pitsea |
|
Pitsea |
|
08.02.88 |
|
Lease |
|
Goodwin Associates Limited (1) United Biscuits (UK) Limited (2) |
|
283/287 Barking Road Plaistow London E13 |
|
Plaistow |
|
01.05.95 |
|
Underlease |
|
Southern Fast Foods Limited (1) Perfect Pizza Limited (2) |
|
Ground & Lower Ground Floor & Basement 35 Mutley Plain, Plymouth, Devon |
|
Plymouth Mutley Plain |
|
13.07.89 |
|
Lease |
|
Mr A H G Al-Baghdadi (1) UB Restaurants Ltd (2) |
|
Ground Floor 16 London Road North End Portsmouth |
|
Portsmouth |
|
13.05.88 |
|
Lease |
|
E.G.L. Cox And Mrs J.M. Cox (1) United Biscuits (UK) Ltd (2) |
|
41 Whitley Street Reading Berkshire |
|
Reading |
|
27.03.91 |
|
Lease |
|
Victor Michael Dormer & Patricia Anne Dormer (1) Ginos Dial A Pizza Limited (2) |
|
83 Evesham Road, Headless Cross, Redditch |
|
Redditch |
|
52
02.05.00 |
|
Lease |
|
Sheila Evett (1) Perfect Pizza Ltd (2) |
|
143 Uxbridge Road Millend Rickmansworth Hertfordshire |
|
Rickmansworth |
|
06.08.01 |
|
Lease |
|
The Borough Council Of Sandwell (1) Perfect Pizza Ltd (2) |
|
354 Oldbury Road Rowley Regis Sandwell West Midlands |
|
Rowley Regis |
|
02.03.91 |
|
Lease |
|
Josephine Burke (1) Ginos Dial-A-Pizza Ltd (2) |
|
294 Prince Of Wales Road, Sheffield |
|
Sheffield 1 |
|
03.04.91 |
|
Lease |
|
Susan Mary Good (1) Ginos Dial-A-Pizza (2) |
|
33 Castle Foregate, Shrewsbury, Shropshire |
|
Shrewsbury |
|
01.08.88 |
|
Lease |
|
Mosspine Ltd (1) United Biscuits (UK) Ltd (2) |
|
81 Station Road Sidcup |
|
Sidcup |
|
10.03.97 |
|
Lease |
|
Guys Hospital Nominees (1) Perfect Pizza Limited (2) |
|
275 High Street Slough |
|
Slough |
|
18.05.87 |
|
Lease |
|
Trevian Properties Limited (1) United Biscuits (UK) Limited (2) |
|
115 Elm Grove Southsea |
|
Southsea |
|
15.06.90 |
|
Lease |
|
Anglo International Holdings Ltd (1) Ginos Dial-A-Pizza (2) |
|
Unit 6 North Walls Salter Street Stafford |
|
Stafford |
|
25.03.88 |
|
Lease |
|
Mr & Mrs G.H. Amis (1) United Biscuits (UK) Limited (2) |
|
Ground Floor Shop, 115/117 High St, Stevenage Hertfordshire |
|
Stevenage |
|
20.09.89 |
|
Lease |
|
Sukhdev Singh Chhatwal (1) UB Restaurants Ltd (2) |
|
812 Harrow Road Sudbury Middlesex |
|
Sudbury |
|
15.07.87 |
|
Lease |
|
Buyquick Limited (1) Mann & Co (South Coast) Ltd (2) |
|
60 Cricklade Road, Swindon, Wiltshire |
|
Swindon |
|
31.08.01 |
|
Lease |
|
The Neighbourhood Retail Limited Partnership (1) Perfect Pizza Limited (2) |
|
Unit 11 Meadway Shopping Centre Tilehurst |
|
Tilehurst |
|
02.10.89 |
|
Underlease |
|
Derek William Overy & Christine Annie Overy (1) UB Restaurants Ltd (2) |
|
Shop 3 & Flat 3 York Parade Trench Wood North Tonbridge |
|
Tonbridge |
|
16.04.97/ 23.11.05 |
|
Leases |
|
CMS Properties (Kent) Ltd (1) Ursula Georgina Ball (2) Perfect Pizza Ltd (3) (same parties both Leases) |
|
106 Camden Road, Tunbridge Wells, Kent |
|
Tunbridge Wells |
|
22.02.91 |
|
Lease |
|
Vaktro Properties Limited (1) Ginos Dial A Pizza Limited (2) |
|
49 Arrow Park Road, Upton, Wirral |
|
Upton |
|
53
31.01.91 |
|
Lease |
|
Ajit Kaur Bangay (1) Grandmet Restaurants Limited (2) |
|
102 Cowley Road Uxbridge Middlesex |
|
Uxbridge |
|
15.01.88 |
|
Lease |
|
Haworth & Airey Limited (1) United Biscuits (UK) Limited (2) |
|
146/148 Halifax Road, Wadsley Bridge Sheffield, South Yorkshire |
|
Wadsley Bridge |
|
11.12.87 |
|
Lease |
|
Co-Operative Wholesale Society Limited (1) United Biscuits (UK) Limited (2) |
|
64 Woodcote Rd, Wallington, Surrey |
|
Wallington |
|
28.02.86 |
|
Lease |
|
John St. Pierre Slatter & John Edwin Marchington (1) Bridgers (2) |
|
99 Hersham Road Walton on Thames Surrey |
|
Walton on Thames |
|
07.03.89 |
|
Lease |
|
Southcross Properties Ltd (1) United Biscuits (UK) Ltd (2) |
|
25a Midland Road Wellingborough Northamptonshire |
|
Wellingborough |
|
14.03.99 |
|
Lease |
|
Lamber Singh And Balbir Kaur (1) Ginos Dial-A-Pizza Limited (2) |
|
385a High Street, West Bromwich |
|
West Bromwich |
|
08.02.02 |
|
Lease |
|
Mary Forryan (1) Perfect Pizza Limited (2) |
|
15 Leicester Rd, Wigston, Leicestershire |
|
Wigston |
|
14.10.03 |
|
Lease |
|
M C Loizou (1) Perfect Pizza Ltd (2) |
|
164/166 The Broadway Wimbledon |
|
Wimbledon |
|
30.01.91 |
|
Lease |
|
Highgold Properties Limited (1) Ginos Dial A Pizza Limited (2) |
|
Unit 2, 11/13 St Johns, Worcester |
|
Worcester |
|
01.07.05 |
|
Lease |
|
Mohammed Yaqoob Moten (1) Perfect Pizza Limited (2) |
|
6 Broadwater Street West Worthing West Sussex |
|
Worthing |
|
18.03.02 |
|
Lease |
|
Hermitage Investments Limited (1) Perfect Pizza Limited (2) |
|
Unit 5, 3 Imperial Buildings, Kings Street, Wrexham |
|
Wrexham |
|
31.10.90 |
|
Lease |
|
Hourpass Ltd (1) Ginos Dial-A-Pizza Ltd (2) |
|
14 And 15 Abbotswood Yate Bristol |
|
Yate |
|
02.07.98 |
|
Lease |
|
Names Consultancy (Guernsey) Limited (1) Perfect Pizza Limited (2) |
|
98/100 Fishergate York |
|
York |
|
54
SCHEDULE 5
PART B
THE FRANCHISE UNDERLEASES
Date |
|
Document |
|
Parties |
|
Property |
|
Store known |
|
|
|
|
|
|
|
|
|
22.12.03 |
|
Underlease |
|
Perfect Pizza Ltd (1) Cengizhan Cerit (2) |
|
36 Bank Street Ashford Kent |
|
Ashford |
27.09.04 |
|
Underlease |
|
Perfect Pizza Limited (1) Karim Samadpoor (2) |
|
5 St Michaels Square, Ashton-Under-Lyne |
|
Ashton Under Lyme |
23.10.97 |
|
Underlease |
|
Perfect Pizza Limited (1) Kulbant Singh (2) |
|
604 Bearwood Road, Smethwick |
|
Bearwood Road |
16.06.05 |
|
Underlease |
|
Perfect Pizza Limited (1) PP Benfleet Limited (2) Sabraj Samra (3) |
|
128 London Road South Benfleet Essex |
|
Benfleet |
02.07.04 |
|
Underlease |
|
Perfect Pizza Ltd (1) G Showker (2) |
|
73 High Street, Bilston, West Midlands |
|
Bilston |
24.05.00 |
|
Underlease |
|
Perfect Pizza Limited (1) Sajid Mahmood Mokhan Gill & Kulbant Singh (2) |
|
8 Victoria Avenue, Blackley |
|
Blackley |
15.12.94 |
|
Underlease |
|
Perfect Pizza Ltd (1) Angel Bay Enterprises Ltd (2) G N Grant and L Grant (3) |
|
315 Tonge Moor Road, Bolton, Lancashire |
|
Bolton |
|
|
No current Underlease in place as Landlords consent withheld |
|
Current occupying franchisees Omar Ahmed, Adnan Bin Ashfaq and Mohammed Ahmed |
|
Unit 16 The Moor Shopping Centre, Brierley Hill |
|
Brierley Hill |
24.09.02 |
|
Underlease |
|
Perfect Pizza Ltd (1) Pages Premier Fastfoods Ltd Thomas Ernest Page (2) |
|
48 Lewes Road Brighton East Sussex |
|
Brighton |
19.12.91/ |
|
Underlease/Deed of Variation |
|
Ginos Dial-A-Pizza Ltd (1) Eccleston Electrical Installations Ltd (2) Gary Kenna & Steven Eccleston (3) Perfect Pizza Ltd (1) K Ahmed Esq (2) |
|
44 High Street Brownhills Walsall West Midlands |
|
Brownhills |
15.03.04 |
|
Underlease |
|
Perfect Pizza Ltd (1) Caner Cocelli (2) |
|
49 High Road, Broxbourne, Hertfordshire |
|
Broxbourne |
23.12.04 |
|
Underlease |
|
Perfect Pizza Limited (1) Steven Wesley Haywood (2) |
|
8 Market Place Burslem Stoke On Trent |
|
Burslem |
55
01.08.94 |
|
Underlease |
|
Perfect Pizza Ltd (1) M O Fahmy Esq (2) |
|
12 Bute Street London |
|
Bute Street |
06.05.99 |
|
Underlease |
|
Perfect Pizza Ltd (1) Instant Toppings Ltd (2) |
|
178 Mill Road Cambridge |
|
Cambridge |
22.06.04 |
|
Underlease |
|
Perfect Pizza Ltd (1) K H Investments Ltd (2) Hetal Desai and Kinnari Desai (3) |
|
115 Furtherwick Road Canvey Island |
|
Canvey Island |
26.03.91 |
|
Underlease |
|
Grandmet Restaurants Ltd (1) F. Ley & Sons Ltd (2) M. Ley Esq. (3) |
|
342 Cowbridge Road East Cardiff |
|
Cardiff 2 |
Undated |
|
Underlease (not completed) |
|
Ginos Dial-A-Pizza (1) Amanda Maaskant & Owen Drysdale (2) |
|
8 Hurst Lane Castle Bromwich Birmingham |
|
Castle Bromwich |
08.03.96 |
|
Underlease |
|
Perfect Pizza Ltd (1) Staffordshire Pizzas Ltd (2) |
|
486 Nottingham Road Chaddesden Derby |
|
Chaddesden |
01.02.99 |
|
Underlease |
|
Perfect Pizza Ltd (1) Ernest Paul Zarb (2) |
|
32/34 St James Street, Cheltenham, Gloucestershire |
|
Cheltenham |
30.06.98 |
|
Underlease |
|
Perfect Pizza Limited (1) BNS (Chesham) Limited (2) |
|
50 Broad Street Chesham |
|
Chesham |
24.03.92 |
|
Underlease NB may be invalid due to unauthorised assignment |
|
Ginos Dial-A-Pizza Limited (1) Northern and Provincial Limited (2) |
|
5 Sheffield Road, Chesterfield |
|
Chesterfield |
01.04.05 |
|
Agreement for Underlease (Underlease not yet completed) |
|
Perfect Pizza Ltd (1) Atlas Corporate Developments Ltd (2) |
|
36 The Hornet, Chichester, West Sussex |
|
Chichester |
None |
|
No current Underlease in place |
|
Current occupying franchise believed to be Vishal Kumar Kakar |
|
Ground Floor & Basement Shop, 299 Chiswick High Road |
|
Chiswick |
10.05.05 |
|
Underlease |
|
Perfect Pizza Limited (1) Kulbant Singh (2) |
|
Unit 3, 23 Watford Road, Cotteridge, Birmingham |
|
Cotteridge |
04.05.94 |
|
Underlease |
|
Perfect Pizza Ltd (1) J S Dosanjh and S S Dosanjh (2) |
|
13 Longfellow Road, Coventry, West Midlands |
|
Coventry 1 |
22.06.92 |
|
Counterpart Underlease |
|
Ginos Dial-A-Pizza Limited (1) Jagdip Singh Dosanjh (2) Jasbir Kaur Dosanjh (3) |
|
469 Holyhead Road Coventry |
|
Coventry 2 |
56
08.06.92 |
|
Agreement For Underlease Executed Uncompleted Underlease |
|
Ginos Dial-A-Pizza Limited (1) Balkar Singh Sukhdev Singh (2) |
|
Unit 3, 128b Nantwich Road, Crewe |
|
Crewe |
22.12.03 |
|
Underlease |
|
Perfect Pizza Ltd (1) Ginos Express Ltd (2) Satnam Singh Khag (3) |
|
5 Davyhulme Circle Davyhulme Manchester |
|
Davyhulme |
09.02.99 |
|
Underlease |
|
Perfect Pizza Ltd Javaid Sarwar |
|
88 Manchester Road Denton Manchester |
|
Denton |
15.12.03 |
|
Underlease |
|
Perfect Pizza Limited (1) Andresphillai Frances Xavier & Balasubramanium Thayalatheva (2) |
|
274 Lower Addiscombe Road East Croydon Surrey |
|
East Croydon |
05.01.01 |
|
Underlease |
|
Perfect Pizza Limited (1) Obaidula Mehak (2) |
|
92 Field End Road Eastcote |
|
Eastcote |
04.12.03 |
|
Underlease |
|
Perfect Pizza Limited (1) Its A Bullseye Limited (2) Nicholas Taylor Kent Watson (3) |
|
274 Pinhoe Road Exeter |
|
Exeter Pinhoe |
31.10.90 |
|
Underlease |
|
Grandmet Restaurants Ltd (1) Restaurants Universal Ltd (2) Messrs N.H. & M.F.L. Davison (3) |
|
186a West Street Fareham Hampshire |
|
Fareham |
04.06.03 |
|
Underlease |
|
Perfect Pizza Limited (1) Mohammed Afzal Choudhery (2) |
|
218 Farnborough Road Farnborough Hampshire |
|
Farnborough |
06.06.94 |
|
Underlease |
|
Perfect Pizza Limited (1) Simon David Kerbes (2) |
|
13 Straits Parade, Fish Ponds, Bristol |
|
Fishponds |
05.03.01 |
|
Underlease |
|
Perfect Pizza Limited (1) Gurpal Showker and Hemant Patel (2) |
|
776 Stafford Road, Fordhouse, Wolverhampton |
|
Fordhouses |
20.08.04 |
|
Underlease |
|
Perfect Pizza Limited (1) Abdul Baseer Rehan & Anas Ahmed Rehan (2) |
|
25 Liskaerd Road, & 11 Liskard Road, Walsall |
|
Gillity Village Walsall |
30.07.02 |
|
Sub-Underlease NB this has expired no new Sub-Underlease has yet been completed |
|
Perfect Pizza Limited (1) Dharmendar Khag & Rakesh Lagan (2) Occupying franchisees: Satnam Singh Khag & Kirit Patel |
|
3 Cavendish Buildings, 144 Eastgate St, Gloucester |
|
Gloucester |
57
13.07.89 |
|
Underlease |
|
UB Restaurants Ltd (1) Asta Catering Ltd (2) A.J. Castle (3) |
|
21 Epsom Road Guildford |
|
Guildford |
11.06.98 |
|
Underlease |
|
Perfect Pizza Ltd (1) Miss Manjit Kaur Dhanda (2) |
|
1500 Stratford Road Hall Green Birmingham |
|
Hall Green |
20.09.91 |
|
Underlease |
|
Perfect Pizza Ltd (1) Cavendish Fast Foods Ltd (2) |
|
28 High Street Harpenden St Albans Hertfordshire |
|
Harpenden |
02.12.05 |
|
Underlease |
|
Perfect Pizza Limited (1) B C Ellis (2) |
|
22 Market Parade, Havant, Hampshire |
|
Havant |
24.03.05 |
|
Underlease |
|
Perfect Pizza Ltd (1) SBS Trade (UK) Ltd (2) Husnan Safdar Bukhari (3) |
|
6 Five Ways Parade, Hazelgrove, Stockport |
|
Hazelgrove |
01.10.01 |
|
Underlease |
|
Perfect Pizza Limited (1) Dharmendar Khag & Rakesh Lagan (2) |
|
43 Commercial Road Hereford |
|
Hereford |
06.07.92 |
|
Underlease |
|
Perfect Pizza Limited (1) K Katechia (2) |
|
Ground Floor Premises, 33 Regent St, Hinckley, Leicester |
|
Hinckley |
25.07.00 |
|
Underlease |
|
Perfect Pizza Ltd (1) Iraj Poshtmashad (2) |
|
Unit 3 Dalkeith House Dalkeith Place Kettering |
|
Kettering |
20.11.00/ |
|
Underlease/Deed of Variation of Underlease |
|
Perfect Pizza Ltd (1) Kirit Parhubhair Patel and Satinderpal Dhaliwal (2) |
|
63 Bedford Street Leamington Spa Warwickshire |
|
Leamington Spa |
12.07.01 |
|
Underlease |
|
Perfect Pizza Limited (1) Kirit Patel & Satnam Khag (2) |
|
19 Leamore Lane, Leamore, Walsall |
|
Leamore |
13.02.98 |
|
Underlease |
|
Perfect Pizza Limited (1) Satnam Singh Khag Kirit Patel (2) Gurpal Singh Khag (3) |
|
199 Uppingham Road, Leicester |
|
Leicester 1 |
29.11.91/ |
|
Underlease/Deed of Variation of Underlease |
|
Ginos Dial-A-Pizza Limited (1) Andrew Craig Stott and Jean Carol Stott (2) |
|
6 and 8 Upper Normacott Road Longton Stoke-On-Trent |
|
Longton |
12.09.89 |
|
Underlease |
|
UB Restaurants Limited (1) M J Kirby Esq (2) |
|
8 Denmark Road, Lowestoft |
|
Lowestoft |
19.12.03 |
|
Underlease |
|
Perfect Pizza Limited (1) Mayfair Products Limited (2) Iraj Posh-Mashad, Mohammad Zarabi and Mohammad-Reza Ghodrati (3) |
|
15 Central Parade, Maghull, Liverpool |
|
Maghull |
58
|
|
There is no current Underlease in place |
|
Occuping franchisees believed to be:Shoukat & Amir Ali |
|
62 Queen Street Maidenhead Berkshire |
|
Maidenhead |
07.05.97 |
|
Underlease |
|
Perfect Pizza Ltd (1) Maswell Ltd (2) A M Sarrafan (3) |
|
67 Union Street, Maidstone, Kent |
|
Maidstone |
25.08.94 |
|
Underlease |
|
Perfect Pizza Limited (1) Calgarth Limited (2) |
|
1 Berkeley Precinct, Maypole, Birmingham |
|
Maypole |
18.04.00 |
|
Underlease |
|
Perfect Pizza Ltd (1) Aref Kharouti (2) |
|
255 London Road Mitcham Surrey |
|
Mitcham |
22.03.05 |
|
Underlease |
|
Perfect Pizza Limited (1) P S Sokhi and G S Sokhi and M S Sokhi (2) |
|
446 Chester Road New Oscott Sutton Coldfield |
|
New Oscott |
06.05.99 |
|
Underlease |
|
Perfect Pizza Limited (1) Miss H P Chave (2) |
|
176 Corporation Road, Newport |
|
Newport |
2001 |
|
Uncompleted Underlease not completed as PPs Lease has expired unable to renew |
|
Perfect Pizza Ltd (1) G Mandeir, B S Garcha B S Garcha (2) |
|
21/22 The Green, Attleborough, Nuneaton |
|
Nuneaton |
07.10.05 |
|
Underlease |
|
Perfect Pizza Limited (1) Ginos Express Limited (2) Mr Kirit Patel (3) |
|
137 Yorkshire Street, Oldham, Greater Manchester |
|
Oldham |
|
|
No Underlease is in place |
|
Current occupying franchisees believed to be: Larry & Hyacinth Chin-See |
|
331 Penn Road, Wolverhampton |
|
Penn |
25.10.05 |
|
Underlease |
|
Perfect Pizza Limited (1) Sundeep Singh Chhina (2) |
|
Shop 2 and Flat 2, 71/73 High Street, Pitsea |
|
Pitsea |
13.03.88 |
|
Underlease |
|
United Biscuits (UK) Limited (1) Tahir Mahmood Akram (2) |
|
283/287 Barking Road Plaistow London E13 |
|
Plaistow |
01.05.95 |
|
Underlease |
|
Perfect Pizza Limited (1) Taylor Made Pizza Co. Limited (2) |
|
Unit 1 Ground & Lower Ground Floor & Basement 35 Mutley Plain, Plymouth, Devon |
|
Plymouth Mutley Plain |
59
01.05.95 |
|
Sub-Underlease |
|
Perfect Pizza Limited (1) Taylor Made Pizza Co. Limited (2) |
|
Unit 2 Ground & Lower Ground Floor & Basement 35 Mutley Plain, Plymouth, Devon |
|
Plymouth Mutley Plain |
19.12.90/ |
|
Underlease/Reversionary Underlease |
|
Grandmet Restaurants Ltd (1) Corerun Ltd (2) M G Travis (3)/Perfect Pizza Ltd (1) Dayfield Ltd (2) Jaswant Singh Sahota (3) |
|
Ground Floor 16 London Road North End Portsmouth |
|
Portsmouth |
19.10.88/ |
|
Underlease/Deed of Variation of Underlease |
|
United Biscuits (UK) Ltd (1) P.T. Smale Esq (2)/ Perfect Pizza Ltd (1) Kirpal Singh Sahota (2) Sundip Singh Sandhu (3) |
|
41 Whitley Street Reading Berkshire |
|
Reading |
18.03.92 |
|
Underlease |
|
Ginos Dial A Pizza Limited (1) William Tonks Peter James Tonks & Jeffrey Tonks (2) |
|
83 Evesham Road, Headless Cross, Redditch |
|
Redditch |
02.05.00 |
|
Underlease |
|
Perfect Pizza Ltd (1) Mohammad Javad Kashefi (2) |
|
143 Uxbridge Road Millend Rickmansworth Hertfordshire |
|
Rickmansworth |
06.12.04 |
|
Underlease |
|
Perfect Pizza Ltd (1) Aftaab Ahmed, Adnan Bin Ashfaq and Mohammed Ahmed (2) |
|
354 Oldbury Road Rowley Regis Sandwell West Midlands |
|
Rowley Regis |
01.11.04 |
|
Underlease |
|
Perfect Pizza Ltd (1) A M Hazara (2) |
|
294 Prince Of Wales Road, Sheffield |
|
Sheffield 1 |
18.10.91/ |
|
Underlease/Deed of Variation of Underlease |
|
Ginos Dial-A-Pizza Ltd (1) Peter Price and David Pryce (2)/Perfect Pizza Ltd (1) Peter Price and David Pryce (2) |
|
33 Castle Foregate, Shrewsbury, Shropshire |
|
Shrewsbury |
29.12.00 |
|
Underlease NB this has been recently forfeited |
|
Perfect Pizza Ltd (1) Aref Kharouti (2) |
|
81 Station Road Sidcup |
|
Sidcup |
27.11.00 |
|
Underlease |
|
Perfect Pizza Limited (1) Satnam Singh Khag and Isaac Chang Yeboah (2) |
|
275 High Street Slough |
|
Slough |
01.04.05 |
|
Agreement For Underlease |
|
Perfect Pizza Limited (1) Atlas Corporate Developments Limited (2) |
|
115 Elm Grove Southsea |
|
Southsea |
60
07.04.97 |
|
Underlease |
|
Perfect Pizza Ltd (1) Mandale Ltd (2) Owen Drysdale & Amanda Maaskant (3) |
|
Unit 6 North Walls Salter Street Stafford |
|
Stafford |
01.11.05 |
|
Underlease |
|
Perfect Pizza Limited (1) Sami & Samiha Limited (2) Mohammaed Sofi Ullah (3) |
|
Ground Floor Shop, 115/117 High St, Stevenage Hertfordshire |
|
Stevenage |
17.08.99 |
|
Underlease |
|
Perfect Pizza Ltd (1) Wahidyullah Zia (2) |
|
812 Harrow Road Sudbury Middlesex |
|
Sudbury |
02.02.05 |
|
Underlease |
|
Perfect Pizza Ltd (1) Prem Kumar (2) |
|
60 Cricklade Road, Swindon, Wiltshire |
|
Swindon |
22.01.02 |
|
Underlease |
|
Perfect Pizza Limited (1) Sundip Singh Sandu Balbir Kaur Sandhu and Harvinder Singh Sandhu (2) |
|
Unit 11 Meadway Shopping Centre Tilehurst |
|
Tilehurst |
24.10.05 |
|
Agreement For Underlease |
|
Perfect Pizza Ltd (1) Mohammad-Reza Ghodrati & Parvin Asadi Kesheh (2) |
|
Shop 3 & Flat 3 York Parade Trench Wood North Tonbridge |
|
Tonbridge |
09.09.05 |
|
Agreement for Underlease |
|
Perfect Pizza Ltd (1) Pizza Perfection Ltd (2) Heshmat Gholampour (3) |
|
106 Camden Road, Tunbridge Wells, Kent |
|
Tunbridge Wells |
27.01.04 |
|
Underlease |
|
Perfect Pizza Limited (1) Eastbrite Limited (2) R.Sethi (3) |
|
49 Arrow Park Road, Upton, Wirral |
|
Upton |
02.07.91 |
|
Underlease |
|
Grandmet Restaurants Limited (1) Mohammad Amin Choudhery (2) |
|
102 Cowley Road Uxbridge Middlesex |
|
Uxbridge |
03.02.95 |
|
|
|
Perfect Pizza Limited (1) S. Biggin (2) |
|
146/148 Halifax Road, Sheffield, South Yorkshire |
|
Wadsley Bridge |
29.10.96 |
|
Underlease |
|
Perfect Pizza Limited (1) Euroseller 2 Limited (2) Ahmed Abd Chalabi |
|
64 Woodcote Rd, Wallington, Surrey |
|
Wallington |
10.01.05 |
|
Underlease |
|
Perfect Pizza Ltd (1) Isaac Chang-Yeboah (2) |
|
99 Hersham Road Walton On Thames Surrey |
|
Walton on Thames |
29.10.90 |
|
Underlease |
|
Grandmet Restaurants Ltd (1) I. Postmashad Esq. (2) |
|
25a Midland Road Wellingborough Northamptonshire |
|
Wellingborough |
06.08.02 |
|
Underlease |
|
Perfect Pizza Limited (1) Gurmail Singh and Sukhvinder Singh Sidhu (2) |
|
385a High Street, West Bromwich |
|
West Bromwich |
21.03.03 |
|
Underlease |
|
Perfect Pizza Limited (1) Tarlaz Singh (2) |
|
15 Leicester Rd, Wigston, Leicestershire |
|
Wigston |
61
Undated |
|
Draft Franchise Underlease |
|
Perfect Pizza Ltd (1) Esmail Safaei (2) |
|
164/166 The Broadway Wimbledon |
|
Wimbledon |
14.08.96 |
|
Underlease |
|
Perfect Pizza Limited (1) G.S.Lola (2) |
|
Unit 2, 11/13 St Johns, Worcester |
|
Worcester |
04.07.05 |
|
Underlease |
|
Perfect Pizza Ltd (1) A Wain-Smith Ltd (2) Alexander Wain-Smith (3) |
|
6 Broadwater Street West Worthing West Sussex |
|
Worthing |
17.10.02 |
|
Underlease |
|
Perfect Pizza Limited (1) Mokhan Singh Gill (2) |
|
Unit 5, 3 Imperial Buildings, Kings Street, Wrexham |
|
Wrexham |
28.11.97 |
|
Underlease |
|
Perfect Pizza Ltd (1) George Kyriacou and Bisti Kyriacou (2) |
|
14 and 15 Abbotswood Yate Bristol |
|
Yate |
62
SCHEDULE 5
PART C
PROVISIONS RELATING TO THE PROPERTIES
1 Definitions and Interpretation
1.1 In this part of this Schedule unless expressly stated to the contrary, the following expressions shall have the following meanings:
1995 Act |
|
The Landlord and Tenant (Covenants) Act 1995; |
Ancillary Property Agreements |
|
all contracts, licences, deeds, documents, agreements and arrangements disclosed to the Purchaser (including undocumented informal arrangements) other than the Leases and the Franchise Underleases relating to any of the Properties which provide rights or benefits and in respect of which a payment is or will become due or periodic payments are to be made; |
Authorised Guarantee Agreement |
|
has the meaning given to it in Section 16 Landlord and Tenant (Covenants) Act 1995; |
Consents |
|
the consents of the Reversioners, given in a duly executed licence to assign, to the assignment of each of the Leases and the Gailey Park Lease to the Purchaser in accordance with the terms of the relevant Lease or the Gailey Park Lease (as appropriate) (and Consent shall mean each or any of them); |
Disposal Date |
|
in respect of each Lease the date which is five Business Days after the date of each Consent having been obtained (or the date upon which the Court shall declare that Consent is not required or is being unreasonably withheld or delayed); |
Escrow Agreement |
|
an agreement, in the Approved Form, relating to the holding in escrow of interest payable under the Loan Notes pending successful assignment or underletting of the Properties; |
Franchise Underleases |
|
the underleases detailed in Part B of this Schedule and all deeds and documents supplemental thereto (whether or not expressed to be so) and the expression Franchise Underlease shall mean any one of them; |
Gailey Park Lease |
|
Lease made the 10th April 2000 between Derrick Morgan (Construction) Limited (1) and the Vendor (2); |
General Conditions |
|
The Standard Commercial Property Conditions (Second Edition); |
Incumbrances |
|
all matters referred to in Part E of this Schedule. |
Lawfully Required |
|
properly required by one or more of the Reversioners in accordance with the terms and provisions of a Relevant Lease; |
63
Property Payments |
|
includes (a) all rents, arrears of rents, shortfall rents payable after rent reviews, interest, service charges, insurance premiums, VAT or any other sums whatsoever due and payable under or pursuant to any Lease; and (b) all payments due under or pursuant to any Ancillary Property Agreement |
|
|
to the extent to which the Vendor remains liable therefor; |
Property Receipts |
|
all rents, arrears of rents, shortfall rents payable after rent reviews, interest, service charges, insurance premiums, VAT or any other sums whatsoever paid under or pursuant to any Franchise Underlease (or in respect of any Ancillary Property Agreement); |
Leases |
|
the Leases detailed in Part A of this Schedule and all deeds and documents supplemental thereto (whether or not expressed to be so) as detailed in paragraph 10 of Part E of this Schedule and the expression Lease shall mean any one of them (and for the purposes of paragraphs 3, 6, 7, 10, 11, 12.3 and 13.1 shall also include the Gailey Park Lease save as specifically mentioned); |
Properties |
|
the properties listed in Part A of this Schedule and for the purposes of paragraphs 3, 6, 10, 11, 12.3 and 13.1shall also include the Gailey Park Site; |
Relevant Franchise Underlease |
|
the Franchise Underlease to which a Relevant Lease is subject; |
Relevant Incumbrances |
|
Such of the Incumbrances that affect a Relevant Lease; |
Relevant Lease |
|
one or more of the Leases to which a particular provision or provisions of this Schedule is intended to apply; |
Reversioners |
|
the person or persons for the time being entitled to the reversion on the expiry of the Leases and each of them (and each and every person entitled to a superior interest) and the expression Reversioner shall mean any one of them; |
Scotts Agreement |
|
the agreement dated 7 July 1997 between Scotts Hospitality Limited (1) Diplema 351 Limited (2) and Perfect Pizza Limited (3); and |
Scotts Guarantee |
|
the guarantee given under Clause 5 of the Scotts Agreement. |
1.2 In the event of any inconsistency between the provisions of this Schedule and the remainder of this Agreement the provisions of this Schedule shall prevail.
2 The Gailey Park Lease
Subject to the provisions of this Schedule:
64
2.1 On Completion the Vendor shall assign and the Purchaser shall accept an assignment of the Gailey Park Lease provided that the Purchaser shall not be obliged to complete unless the consent of the Reversioner has been obtained.
2.2 The assignment to the Purchaser of the Gailey Park Lease shall be in the Approved Form and shall include declarations that:.
2.2.1 notwithstanding the covenant by the Vendor implied under Section 3(1) of the Law of Property (Miscellaneous Provisions) Act 1994 (the 1994 Act) the transfer is subject to all matters to which it is expressed to be subject pursuant to the terms of this Agreement; and
2.2.2 the covenants by the Vendor under Section 4(1)(b) of the 1994 Act do not extend to any breach of the provisions relating to the physical state of the Property.
2.3 The Purchaser shall prepare and execute the transfer of the Gailey Park Lease in duplicate and shall deliver the executed deed and any other documents to be entered into between the Vendor the Purchaser to the Vendors Solicitors on the Completion Date.
2.4 The Purchaser shall pay to the Vendors Solicitors on the Completion Date:
2.4.1 the annual rent paid pursuant to the Gailey Park Lease apportioned from the Effective Date to the next quarter day; and
2.4.2 an amount equal to the aggregate of each and every other sum or sums paid under or pursuant to the Gailey Park Lease by or on behalf of the Vendor apportioned from the Effective Date
Provided that the Vendor has paid to the Reversioner the amounts specified under paragraphs 2.4.1 and 2.4.2. up to the Effective Date
2.5 The Purchaser shall within seven days of Completion of registration of its title to the Gailey Park Lease provide to the Vendor Official Copies of the Purchasers title.
3 Third Party Consents
3.1 Following the date of this Agreement, the Vendor shall apply for and use its best endeavours to obtain the Consents save that the use of best endeavours shall not require the Vendor to do or procure to be done anything which is outside its direct control nor to incur any expenditure in obtaining the necessary Reversioners consents (other than its share of reasonable legal and other professional charges as provided in this Schedule and internal management costs and management time) nor to provide any guarantee or other form of security except an authorised guarantee (where the relevant Lease so provides or the Landlord reasonably so requires) and without prejudice to the generality of the foregoing:
3.1.1 the Vendor shall have conduct of such applications and the Purchaser shall have no direct contact with the Reversioners and/or their respective agents, surveyors, solicitors or other advisors save with the prior written consent of the Vendor;
3.1.2 the Vendor shall not allow the granting of the Consents to be unreasonably delayed as a result of any negotiations that the Vendor may have with the Reversioners as to the release of the Vendor from any liability under any relevant Lease;
3.1.3 the Vendor shall keep the Purchaser reasonably informed of the progress of such applications and shall take into account such proper and reasonable representations that the Purchaser may wish to make in respect thereof and if required by the Purchaser the Vendor will procure that a senior member of the Vendors property team at monthly intervals either meets with or discusses (at the option of the Purchaser) with a representative of the Purchaser the progress of the
65
applications for consent and gives to the Purchaser copies of all relevant correspondence and documentation;
3.1.4 the Vendor shall not agree to any conditions suggested by any Reversioner to the granting of any of the Consents without first obtaining the prior consent of the Purchaser such consent of the Purchaser to be subject to the provisions of this Schedule and is otherwise not to be unreasonably withheld or delayed;
3.1.5 the Purchaser shall at its sole cost use all reasonable endeavours promptly to supply such information and references as the Reversioners (and each of them) may Lawfully Require;
3.1.6 the Purchaser shall subject to the limits specified in paragraph 3.1.7 promptly enter into such obligations and execute such documents in such form as the Reversioners (and each of them) may Lawfully Require in order to authorise the assignment or transfer provided that no third party guarantees shall be provided by the Purchaser;
3.1.7 in the event that any of the Reversioners shall Lawfully Require cash security (by way of a rent deposit) as a condition for granting its Consent the Purchaser shall provide such security and the following provisions shall apply:
(a) the Vendor shall provide by way of an interest free loan on Completion to the Purchaser an amount equal to Eighty Thousand Pounds (£80,000) if the aggregate amount provided by the Purchaser (not taking into account the amount of the interest free loan) under this paragraph 3.1.7 shall exceed £140,000.00 (One Hundred and Forty Thousand Pounds) (the Estimated Total) (provided that the rent deposit to be given in respect of Gailey Park shall count as part of the Estimated Total) (the Deposit Loan);
(b) the Purchaser shall account to the Vendor for all interest actually received by the Purchaser in respect of the Deposit Loan while it is held in an interest bearing account;
(c) the Purchaser shall use all reasonable endeavours to procure that the aggregate amount provided by the Purchaser under this paragraph 3.1.7 shall be less than the Estimated Total and if and when any amount provided under this paragraph 3.1.7 (whether by the Purchaser or the Vendor) shall at any time be reduced by the repayment of any security so provided the amount so repaid shall be used first to repay the Deposit Loan and when the Deposit Loan has been repaid in full any excess shall belong to the Purchaser; and
(d) the Purchaser shall provide the Vendor with a certified copy of all relevant security deeds and documents and shall notify the Vendor immediately in the event that any part of the Deposit Loan has or may become repayable as provided in this paragraph 3.1.7;
Provided that the parties acknowledge that nothing in this Agreement shall require the Purchaser to provide in aggregate to the Reversioners by way of rent deposit an amount in excess of the Estimated Total (plus the amount of the Deposit Loan actually paid to the Purchaser) so that if the whole of the Deposit Loan is made to the Purchaser the total amount of all rent deposits provided by the Purchaser shall not exceed £220,000 (Two Hundred and Twenty Thousand Pounds) unless the Purchaser shall in its absolute discretion otherwise determine.
66
3.1.8 the Vendor shall give the Purchaser written notice within 2 Business Days after each Consent has been obtained;
3.1.9 the Vendor shall promptly enter into an Authorised Guarantee Agreement with any of the Reversioners if the Reversioners shall Lawfully Require; and
3.1.10 the Purchaser shall pay (and shall indemnify the Vendor against) fifty per cent of all costs and expenses payable to the Reversioners (and/or the Reversioners advisors) including without limitation any VAT thereon and in addition the Purchaser shall upon demand pay to the Vendor one half of all and any amounts which the Vendors Solicitors shall reasonably require to hold on account against any undertaking given by the Vendors Solicitors to the Reversioners (and/or the Reversioners advisors) to pay such costs and expenses.
3.2 If any Consent is not obtained within six calendar months of the Completion Date then, if the Vendor or Purchaser reasonably requests and the parties have received the advice of Counsel that there is a good prospect of success for an application to Court the Purchaser shall be a party to any application made by the Vendor to a Court of competent jurisdiction for a declaration to the effect that the Consent is not required, or is being unreasonably withheld or delayed. The Purchaser will use all reasonable endeavours to assist the Vendor and the Vendor and Purchaser shall each bear their own costs and expenses and (subject thereto) all other costs and expenses incurred in relation to such application shall be shared equally between the Vendor and the Purchaser.
3.3 If the consent of the Reversioners or any of them permitting the assignment of any one or more of the Leases is not obtained within fifteen calendar months of the Completion Date then the Vendor or the Purchaser may serve a written notice upon the other under this paragraph specifying the Relevant Lease or Relevant Leases and on the date being five Business Days after the date of such notice the Vendor and the Purchaser shall forthwith jointly apply for and use all reasonable endeavours to obtain the consent of the Reversioners to the grant of an underlease or underleases of the Relevant Properties as the case may be to the Purchaser and on receipt of such consent the Vendor shall grant (or shall procure the grant) and the Purchaser shall accept an underlease of the whole of the premises comprised in the Relevant Lease (or the Relevant Leases as the case may be) such underlease (or underleases as the case may be) to be on the following terms:
3.3.1 for a term equal to the unexpired residue of the Relevant Lease less one day;
3.3.2 to include the whole of the premises comprised in the Relevant Lease;
3.3.3 to be made subject to the Relevant Franchise Underlease and to the relevant Incumbrances; and
3.3.4 to include a provision that the Vendor will not exercise any break clause in the Relevant Lease without the consent of the Purchaser and the Vendor will procure that on any assignment of the Relevant Lease any assignee (other than the Purchaser) will covenant with the Purchaser to similar effect
and to reserve the same rent and to include the same covenants, terms and conditions as the Relevant Lease with such reasonable modifications as may be Lawfully Required under the terms of the Relevant Lease or as necessary to give effect to the intent of this Schedule or as may be agreed between the Vendor and the Purchaser.
3.4 If notice is served under this paragraph 3.4 then the provisions of this Schedule relating to the transfer of the Property shall apply to the grant of the Underlease to the Purchaser mutatis mutandis (so far as such provisions are applicable and not inconsistent with the express provisions of this paragraph 3.4).
67
3.5 Save where provided otherwise in this Schedule the parties shall each pay their own costs in relation to the obtaining of the Consents and neither the Vendor nor the Purchaser will cause any unreasonable delay in performing their respective obligations under this paragraph 3.
3.6 If the Court shall declare that formal consent is not required or is being unreasonably withheld then the relevant assignment shall be completed within five Business Days of notice of the decision of the Court.
3.7 The parties acknowledge that the transfers to the Purchaser of certain of the Leases may need to be registered at H M Land Registry and both parties will use their reasonable endeavours to obtain a suitable plan where required by the Land Registry for the Relevant Leases where appropriate and to obtain the Reversioners consent to such suitable plan.
4 The Scotts Guarantee
4.1 The parties acknowledge that the Vendor is liable under the covenant and indemnity set out in Clause 5 of the Scotts Agreement and will remain liable until such time as Scotts Hospitality Limited is released from the Scotts Guarantee.
4.2 The Purchaser shall request the Reversioners upon any future assignment of a Relevant Lease which is the subject of the Scotts Guarantee to release the Scotts Guarantee but the Purchaser shall not be under any obligation to enter into any replacement guarantee or incur any expenditure to obtain such release but shall notify the Vendor promptly of the Reversioners response to such request.
4.3 The Purchaser shall not assign or transfer the Relevant Lease or Relevant Leases without requiring the assignee or transferee to enter into a covenant with the seller agreeing to be bound by the obligations in paragraph 4.2 in the event of any subsequent assignment or transfer).
4.4 The Purchaser shall at all times keep the Vendor fully informed of its negotiations with the Reversioners in relation to the provisions of this Clause and shall take into account such reasonable representations made from time to time by the Vendor in relation thereto.
5 Interim Provisions
The following provisions of this paragraph shall apply in respect of the periods from the Completion Date until the date of completion of the assignment or transfer of each of the Leases (or grant of an Underlease) where Consent is required.
5.1 Subject as hereinafter provided, as from the Completion Date the Purchaser shall be fully liable for (and shall indemnify the Vendor against):
5.1.1 the observance and performance of all the covenants, agreements, obligations and conditions contained or referred to in the Ancillary Property Agreements and in each of them (as if the Purchaser were the contracting party thereunder);
5.1.2 the observance and performance of all the tenants covenants and conditions contained or referred to in the Leases and in each of them (as if the Purchaser were the tenant thereunder);
5.1.3 the observance and performance of all the landlords covenants and conditions contained or referred to in the Franchise Underleases and in each of them (as if the Purchaser were the landlord thereunder); and
5.1.4 all third party public and employers liability costs, claims, liabilities and damages whatsoever arising directly or indirectly as a result of any occupation of the Properties and/or the use of them (save to the extent that such costs, claims,
68
liabilities and damages arise as a result of any act or default of the Vendor or its servants and agents).
and subject to paragraph 5.3 the Purchaser shall be entitled to all income from the Properties but shall be responsible for (and shall indemnify the Vendor against) all Property Payments (apportioned with effect from the Effective Date on a day to day basis) payable under or pursuant to the Leases (and the Ancillary Property Agreements as the case may be) and each of them or otherwise in respect of the Properties.
5.2 The Vendor and the Purchaser shall after Completion authorise each of the tenants under the Franchise Underleases to pay all Property Receipts due under or pursuant to the Franchise Underleases into a designated deposit account in the name of the Vendor (the Designated Rent Account) until the relevant Disposal Date and the following provisions shall apply:
5.2.1 the Vendor shall on Completion pay into the Designated Rent Account any Property Receipts (including arrears) paid to the Vendor in respect of the period from the Effective Date by any of the tenants under the Franchise Underleases (except to the extent that such Property Receipts have been used to pay the equivalent Property Payments under the Relevant Lease);
5.2.2 the Vendor shall also pay into the Designated Rent Account any Property Receipts received after the Effective Date to the extent that such sums relate to a period or periods after the Effective Date;
5.2.3 the Purchaser shall pay into the Designated Rent Account any Property Receipts received by the Purchaser to the extent that such sums relate to a period or periods after the Effective Date and shall pay to the Vendor any Property Receipts received by the Purchaser to the extent that such sums relate to a period up to and including the Effective Date;
5.2.4 on the date which is five Business Days before any Property Payments shall be due and payable under each Lease the Purchaser shall pay into the Designated Rent Account out of its own resources an amount equal to any shortfall between the amount paid into the Designated Rent Account in respect of the Relevant Franchise Underlease and the amount or amounts of all Property Payments in respect of the relevant Lease and/or the relevant Ancillary property Agreement Provided that
(a) the Vendor issues an invoice to each Franchise Underlessee where the rent is due under the relevant franchise Underlease on the same date as the Relevant Lease at least twenty Business Days prior to the due date of any payment which is due under any Franchise Underlease (or forthwith following Completion if the period between Completion and the due date of any such payment is less than twenty Business Days) and where the rent is due under the relevant Franchise Underlease is payable one month prior to the date it is due under the Relevant Lease at least five Business Days prior to the due date of payment under the Relevant Franchise Underlease (or forthwith following Completion if the period between Completion and the due date of any such payment is less than five Business Days) and promptly sends a copy of such invoice to the Purchaser;
(b) immediately following the issue of an invoice specified in sub-paragraph (a) of this paragraph 5.2.4 the Vendor will assign to the Purchaser the
69
right to collect the debt referred to in such invoice and the right to threaten forfeiture proceedings for breach of covenant; and;
(c) if reasonably requested by the Purchaser the Vendor will take steps to forfeit any relevant Franchise Underlease or to distrain where there are arrears due from such Franchise Underlessee;
5.2.5 the Vendor shall discharge Property Payments from the Designated Rent Account;
5.2.6 to the extent that any sum or sums attributable to any Franchise Underlease (a Surplus) remains in the Designated Rent Account after the full amount required to pay all sums due under the Relevant Lease has been paid as provided in paragraph 5.2.4 the Surplus shall be paid or repaid (as the case may be) to the Purchaser; and
5.2.7 as between the Vendor and the Purchaser the Vendor shall have no liability to pay or discharge any amounts due under or pursuant to any of the Leases save to the extent that the amount required to be paid or discharged has been paid into the Designated Rent Account and the Purchaser and the Vendor shall indemnify each other in respect of any breach of their obligations under this Clause.
5.3 Subject to the provisions of paragraph 5.2.4 the Purchaser hereby irrevocably appoints the Vendor as its agent exclusively to manage each of the Properties from the Completion Date until the relevant Disposal Date and prior to the Disposal Date of any Lease the Vendor shall be entitled to retain the 5% difference between the rent payable under the Relevant Franchise Underlease and the rent payable under the Relevant Lease by way of management charge.
5.4 The Purchaser will notify the Vendor where the Purchaser is aware of any material breach by a Franchise Underlessee of the terms of any Franchise Underlease.
5.5 Until completion of the assignments or transfers of the Leases in the Approved Form this Agreement shall not operate or be deemed to operate as a demise of any of the Properties nor shall the Purchaser have or be entitled to any estate, right, title or interest in any of the Properties.
5.6 Notwithstanding the provisions of this paragraph 5 the Vendor shall not vary, surrender or agree to vary or surrender the Leases; make any application under the Leases (except in relation to the Consents); agree or enter into negotiations to agree the rent under the Leases on any review of that rent under the Leases; serve any notices upon the Reversioners or enter into any document supplemental to the Leases without the Purchasers consent (which shall not be unreasonably withheld or delayed).
5.7 The Vendor shall promptly send a copy to the Purchaser of any notice or other material communication received by the Vendor in respect of any of the Leases.
5.8 The Vendor shall promptly supply to the Purchaser copies of all invoices, demands, notices, accounts and other communications received or sent by the Vendor in connection with the Leases or the Franchise Underlease.
5.9 The Vendor will use reasonable endeavours to procure that the Designated Rent Account is transferred from the sole name of the Vendor to the joint names of the Vendor and the Purchaser and until such time as that transfer takes place the Vendor will within 3 Business Days of any request from the Purchaser provide a statement showing all Property Receipts and the relevant Franchise Underleases to which they relate and all Property Payments and the relevant Leases to which they relate.
70
6 Escrow Agreement
On Completion the Vendor and the Purchaser will enter into the Escrow Agreement.
7 Pending rent reviews under the Leases
7.1 The Vendor shall forward to the Purchaser or the Purchasers Solicitors copies of all correspondence and/or notices in connection with or relevant to any current review of the rent payable under the Leases sent or received by the Vendor or its agents and solicitors within 5 Business Days of such sending or receipt.
7.2 The Vendor shall at the request of the Purchaser be obliged to commence, and shall where already commenced, continue with the review of rent up to the Disposal Date in respect of any rent review under the Leases which is or falls due prior to Completion but the Vendor shall not enter into any agreement as to the rent payable under the Relevant Lease or Relevant Leases or as to the third party to determine that rent in default of agreement without the consent in writing of the Purchaser which consent shall not be unreasonably withheld or delayed and the Vendor shall put forward to the relevant Reversioner or the third party any reasonable representations required by the Purchaser.
7.3 Following Completion in respect of any rent review which is continuing at the relevant Disposal Date:
7.3.1 the Purchaser will use its reasonable endeavours to proceed as expeditiously as possible with any outstanding rent review which is outstanding prior to any relevant Disposal Date in accordance with the Relevant Lease;
7.3.2 the Purchaser will keep the Vendor informed as to progress of such review;
7.3.3 the Purchaser will receive and give proper consideration to the Vendors representations;
7.3.4 the Purchaser shall not enter into any agreement as to the rent payable under the Relevant Lease or Relevant Leases or as to the third party to determine that rent in default of agreement without the consent in writing of the Vendor which consent shall not be unreasonably withheld or delayed;
7.3.5 the Purchaser will notify the Vendor within 7 Business Days of agreement or determination of the amount of the revised rent;
7.3.6 in the event that the Vendor shall be liable to settle the amount of any shortfall in the rent payable under the Relevant Lease following any rent review the Purchaser shall on demand pay to the Vendor (or pay into the Designated Rent Account) the proportion of the amount required in settlement (including without limitation interest payments and penalties) for the period from the Effective Date to the extent that the same shall not have been paid to the Vendor under the relevant Franchise Agreement provided that the Vendor shall be responsible for and pay to the Reversioner the part of any such shortfall (including interest and penalties) which shall relate to the period prior to the Effective Date (and shall be entitled to receive the amount of any shortfall payable by the Relevant Franchisee under the Relevant Franchise Underlease in respect of the same period); and
7.3.7 if any rent review has at Completion been referred for determination by a third party (whether by an expert or any arbitrator) and the required determination has not yet been made the Vendor shall take all steps in its power to transfer the conduct of the referral to the Purchaser and the Purchaser shall pay or indemnify the Vendor against all reasonable and proper costs incurred in procuring such transfer.
71
8 The Franchise Underleases
The provisions of Part D of this Schedule shall apply to the Franchise Underleases.
9 Assignment
Subject to the provisions of this Schedule:
9.1 on the Disposal Date the Vendor shall assign and the Purchaser shall accept an assignment of the Relevant Leases and each of them by way of a deed of assignment in the Approved Form and completion of the assignment or transfer of the Leases will take place on a property by property basis.
9.2 The assignments to the Purchaser of each of the Leases shall include:-
9.2.1 a covenant by the Purchaser with the Vendor that it will from the date of the assignment:
(a) duly observe and perform all the covenants and conditions contained or referred to in the Registers of Titles (save for any financial charges) as at the date of this Agreement to the extent the same are still subsisting; and
(b) duly observe and perform the covenants to be observed and performed on the part of the lessor contained in the Relevant Franchise Underlease and the deeds and documents referred to in paragraph 10 of Part E of this Schedule (to the extent that the same relate to the Relevant Lease)
and will indemnify the Vendor from any breach non-observance or non-performance thereof.
9.3 The Purchaser shall prepare and execute the transfer or assignment of each of the Leases in duplicate and shall deliver the executed deeds and any other documents to be entered into between the Vendor the Purchaser and any guarantor (with or without other parties) to the Vendors Solicitors no later than two Business Days before the relevant Disposal Date.
9.4 The Purchaser shall within seven days of completion of registration provide to the Vendor Official Copies of the Purchasers title.
10 Title
The Purchaser acknowledges that the Vendors title (if any) to the Properties demised by or created by each of the Leases having been deduced to the satisfaction of the Purchaser prior to the date of this Agreement and that the Purchaser accepts the same without any enquiries, objections or requisitions whatsoever except in respect of any financial charges registered against the name of the Vendor at the Land Charges Registry or the Land Registry or save for further Incumbrances created or permitted by the Vendor after the Completion Date and registered against the title to the Properties to which the Purchaser has not consented and the Vendor confirms that it will not further encumber any of the Properties without the consent of the Purchaser.
11 Matters subject to which the Properties are assigned, transferred or underlet
The Properties and each of them are assigned or transferred or underlet (as the case may be) subject to and where appropriate together with the benefit of the Leases the Franchise Underleases and the Incumbrances and the Purchaser shall be deemed to purchase with full notice and knowledge of the same and shall not raise any requisitions or make any objection in relation to them save in respect of any matter arising or disclosed after the date hereof.
72
12 Dilapidations and Disposal Costs
12.1 It is acknowledged between the parties that the Consideration takes into account the state of repair and condition of the Properties; the tenants (and any undertenants) liability for dilapidation costs (Dilapidation Costs);.
12.2 In the event that the Reversioners or any of them shall lawfully refuse consent for the assignment (and/or the grant of an underlease) of any one or more of the Properties then (unless such refusal shall be attributable to any breach of the Vendors obligations under this Schedule) the Purchaser shall nevertheless indemnify the Vendor in respect of:
12.2.1 all net rents and outgoings attributable to the Relevant Lease: and
12.2.2 any covenant or obligation to keep the Properties in repair and/or to reinstate the same and/or deliver up the same in accordance with the terms and provisions of the Leases relating to the repair and condition of the Properties provided that the Vendor shall not settle or agree any claim by a Reversioner for dilapidations without the prior written consent of the Purchaser which shall not be unreasonably withheld and in the event of any failure of the Vendor and the Purchaser to agree any claim for dilapidations the dispute shall be determined by an independent surveyor appointed in default of agreement on the application of either party by the President from time to time of the RICS and the decision of such independent surveyor shall be binding on the parties.
12.3 The Vendor will keep the Purchaser fully and promptly informed in writing on a regular basis of any potential claim under this paragraph 12 and will take into account all reasonable representations made by or on behalf of the Purchaser in negotiating any Dilapidation Claims.
13 Representations and Environmental
13.1 The Purchaser agrees and acknowledges that it enters into this Agreement entirely on the basis of its own inspections and surveys and the replies of the relevant authorities to its enquiries and on the basis of the statements and representations given by Thomas Eggar in relation to the Properties in written replies to written enquiries raised or in correspondence by the Purchasers Solicitors before the date of this Agreement.
13.2 The Vendor covenants to indemnify the Purchaser in respect of all and any Environmental Liabilities and/or any other liability whatsoever arising in relation to the Gailey Park Site to the extent that it arises from any Hazardous Substances deposited by the Vendor at the Gailey Park Site prior to the Completion Date PROVIDED THAT any such Environmental Liability shall be the responsibility of the Purchaser where it arises as the result of any action or intervention by the Purchaser which causes any such Hazardous Substances to migrate within or beyond the Gailey Park Site or otherwise creates an Environmental Liability where none previously existed.
13.3 Upon becoming aware of any potential claim under this Paragraph 13 the Purchaser will promptly give notice of it to the Vendor.
13.4 The liability of the Vendor under paragraph 13.2 shall only extend to any settlement of a claim made by the Purchaser with the prior written approval of the Vendor (not to be unreasonably withheld) in respect of the reasonable costs and expenses incurred by the Purchaser in complying with an Environmental Notice.
13.5 The parties hereby agree and declare that nothing in Paragraph 13 shall impose any liability on the Vendor in respect of any Environmental Liabilities in relation to the Properties other than the Gailey Park Site nor in relation to Environmental Liabilities
73
arising from any Hazardous Substances at the Gailey Park Site which were not deposited by the Vendor during its period of occupation of the Gailey Park Site.
14 Standard Conditions of Sale
The General Conditions shall apply to this Agreement but where there is a conflict between the General Conditions and the express terms of this Agreement then this Agreement prevails.
15 New Franchisees
The Purchaser agrees that until such time as any Lease (Relevant Lease) is assigned to the Purchaser in accordance with the foregoing provisions of this Schedule it will comply with the following obligations with respect to such Relevant Lease:
15.1 no new franchisee (New Franchisee) will be permitted to enter into any franchise agreement with the Purchaser or any member of the Purchasers Group in respect of the Property to which the Relevant Lease relates unless, not later than the time at which such franchise agreement is entered into:
15.1.1 such New Franchisee has been subjected to vetting procedures (including as to its creditworthiness) which the Purchaser, acting reasonably, considers satisfactory: and
15.1.2 such New Franchisee has accepted in its own name an assignment or underlease of the Relevant Lease;
15.2 at all times the tenant or sub-tenant under each Relevant Lease shall be the current franchisee at the Property to which the Relevant Lease relates; and
15.3 the Vendor shall be notified, on a timely basis, as to any change of franchisee in respect of the Property to which the Relevant Lease relates and any assignment or underlease or other disposal in relation to the Relevant Lease and shall be entitled to receive such information concerning any New Franchisee or assignment, underlease or other disposal of the Relevant Lease as the Vendor may reasonably request from time to time, subject to the Vendor keeping any such information strictly confidential (save as may be required by law).
74
SCHEDULE 5
PART D
TERMS AND PROVISIONS RELATING TO THE FRANCHISE UNDERLEASES
1 Recovery of arrears
1.1 In this paragraph arrears means all arrears of rent licence fees service charges insurance rent and all other sums of whatsoever nature payable to the Vendor as landlord under any of the Franchise Underleases.
1.2 The Vendor will if requested assist and if necessary join in any claim action or proceedings instituted by the Purchaser for recovery of the arrears subject to the Purchaser indemnifying the Vendor against all liability incurred or suffered by the Vendor.
2 Rent deposits
All money deposited with or held by the Vendor as security for payment of rent and other sums payable and for performance of covenants by the tenant under any of the Franchise Underleases (the rent deposit) shall be dealt with as follows:
2.1 Unless prohibited from doing so by the terms on which the rent deposit is held the Vendor will on Completion:
2.1.1 account for the rent deposit to the Purchaser with all accrued interest on it;
2.1.2 assign by deed to the Purchaser the benefit of the rent deposit subject to the terms on which it is held.
2.2 The Purchaser will in the assignment covenant with the Vendor to observe and perform the obligations of the Vendor as landlord in respect of the rent deposit and to indemnify the Vendor against all liability for future breach of those obligations.
2.3 The Purchaser will give notice of the assignment to the tenants within 14 days after the Disposal Date.
3 Landlord release
3.1 The Vendor intends that it will serve notice on the tenant under the Relevant Franchise Underlease in accordance with section 8(1) of 1995 Act requesting complete release of the Vendor from future liability under the landlord covenants contained in the Relevant Franchise Underlease in case of Franchise Underleases granted on or after the 1st January 1996.
3.2 The Purchaser undertakes to supply promptly at the Purchasers cost such information as the Vendor may reasonably require to satisfy the tenant under the Relevant Franchise Underlease or the court that the release requested is reasonable and to act in good faith in respect of the provisions of this paragraph.
3.3 The Vendor shall be under no obligation:
3.3.1 to apply to the court if the tenant under the Relevant Franchise Underlease objects to the Vendors release; or
3.3.2 to appeal against the refusal of the court to declare that the release of the Vendor is reasonable.
If the Vendor does not receive consent (whether express or implied) for its release from all the landlord covenants contained in the lease then the Purchaser will notify the Vendor of any
75
subsequent transfer of the Relevant Lease so that the Vendor has an opportunity to serve further notices under section 8(1) of the Landlord and Tenant (Covenants) Act 1995 and the Purchaser will obtain a covenant from its transferee with the Vendor in the terms of this paragraph.
76
PART E
INCUMBRANCES AFFECTING THE PROPERTIES OR ANY ONE OR MORE OF THEM (AND SUBJECT
TO WHICH THE PROPERTIES ARE TRANSFERRED)
1 Matters discoverable by inspection of the Properties or any of them before the date of this Agreement.
2 Matters relating to the Properties or any of them about which the Vendor does not know.
3 Matters disclosed or which would be disclosed by any searches or as a result of enquiries (formal or informal and made in person in writing or orally) made by or for the Purchaser or which a prudent Purchaser ought to make.
4 All public or private rights of way, water, drainage, sewerage, telephone and telegraphic services, electricity and gas supplies, watercourses and all rights of light and air and all other easements and quasi or purported easements, rights and privileges (if any) affecting the Properties or any of them and to any liability to repair or contribute to the repair of roads, ways, passages, sewers, gutters, drains (and connected manholes), cables, wires, poles, conduits, water or gas mains or apparatus, fences and other like matters.
5 All actual or proposed resolutions, charges, notices, orders, restrictions, agreements, schemes or plans under any planning legislation or scheme and any bye-law, building regulations or statutory provisions affecting the Properties or any of them or any part thereof, whether of a general or local or specific application whether or not disclosed to the Purchaser and the Purchaser shall be deemed to have made its own enquiries of the appropriate authorities and shall be deemed to purchase the Properties or any of them with knowledge in all respects of the authorised use of the Properties or any of them under planning legislation.
6 All local land charges, whether registered or not before the date of this Agreement and all matters capable of registration as local land charges whether or not actually so registered.
7 All duties and payments (if any) ecclesiastical or civil charged upon or payable out of the Properties or any of them whether or not disclosed to the Purchaser.
8 The Leases and all deeds and documents ancillary or supplemental thereto (whether or not expressed to be so).
9 The Franchise Underleases and all deeds and documents ancillary or supplemental thereto (whether or not expressed to be so).
Provided that the Gailey Park Site is not transferred subject to the Incumbrances set out in Paragraphs 1 to 9 of this Part E of this Schedule to the extent that they relate to Environmental Matters covered by the indemnity in Paragraph 13.2 of Part C of this Schedule.
10 All provisions set out or referred to in the following deeds and documents:
36 Bank Street Ashford Kent
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
29.09.88 |
|
Lease |
|
Regent Investments |
|
|
15.10.91 |
|
Licence |
|
Majnoor Rashid |
|
|
77
04.11.91 |
|
Assignment |
|
Grandmet Restaurants Ltd |
|
|
28.07.03 |
|
Lease |
|
Regent Investments Ltd |
|
|
Underlease Documentation |
||||||
22.12.03 |
|
Underlease |
|
Perfect Pizza Ltd |
|
|
5 St Michaels Square, Ashton-Under-Lyne
Date |
|
Document |
|
Parties |
|
Comments |
||
|
|
|
|
|
|
|
||
Headlease Documentation |
||||||||
11.01.91 |
|
Lease |
|
W J Dando Limited (1) Ginos Dial-A-Pizza Limited (2) |
|
|
||
23.11.92 |
|
Licence to Assign |
|
W J Dando Limited (1) G.D.P Realisations Limited (2) Perfect Pizza Limited (3) Scotts Hospitality Limited (4) |
|
|
||
10.12.92 |
|
Assignment |
|
G.D.P Realisations Limited (1) Perfect Pizza Limited (2) |
|
|
||
2.04.03 |
|
Rent Review Memorandum |
|
W J Dando Limited (1) Ginos Dial-A-Pizza Limited (2) |
|
|
||
Underlease Documentation |
||||||||
12.07.04 |
|
Agreement for Lease |
|
Perfect Pizza Limited (1) Karim Samadpoor (2) |
|
|
||
27.09.04 |
|
Licence to Sub-Let |
|
W J Dando Limited (1) Perfect Pizza Limited (2) Karim Samadpoor (3) |
|
|
||
27.09.04 |
|
Underlease |
|
Perfect Pizza Limited (1) Karim Samadpoor (2) |
|
|
||
22.12.05 |
|
Licence to Assign |
|
W J Dando Limited (1) Perfect Pizza Limited (2) Karim Samadpoor (3) Reza Rahimi, Amir Omidi and Hussein Moradi Cherati (4) |
|
|
||
78
604 Bearwood Road, Smethwick
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
25.01.89 |
|
Lease |
|
(1) Victoria Street Properties Limited (2) United Biscuits (UK) Limited |
|
|
15.01.04 |
|
Rent Review Memorandum |
|
(1) Topland Portfolio No 1 Limited (2) Perfect Pizza Limited |
|
|
09.07.91 |
|
Licence |
|
(1) Victoria Street Properties Limited (2) Grandmet Restaurants Limited (3) Perfect Pizza Limited |
|
|
Underlease Documentation |
||||||
23.10.97 |
|
Licence Permitting Subletting |
|
(1) Amresco Retail Ventures 1 Limited (2) Perfect Pizza Limited (3) Kulbant Singh |
|
|
23.10.97 |
|
Underlease |
|
(1) Perfect Pizza Limited (2) Kulbant Singh |
|
|
17.03.03 |
|
Licence to Assign |
|
(1) Topland Portfolio No 1 Limited (2) Perfect Pizza Limited (3) Kulbant Singh (4) Gurmail Singh and Ram Tirth Singh Sidhu |
|
|
128 London Road South Benfleet Essex
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
24.04.03 |
|
Lease |
|
Star Amusements Limited (1) Perfect Pizza Limited (2) |
|
|
Underlease Documentation |
||||||
16.06.05 |
|
Underlease |
|
Perfect Pizza Limited |
|
|
73 High Street, Bilston, West Midlands
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
05.02.88 |
|
Lease |
|
Kindale Ltd (1) Ginos Dial-A-Pizza Ltd (2) M J Mcgrath, D Mcgrath and J Mcgrath (3) |
|
|
13.11.03 |
|
Lease |
|
Beamworld Ltd (1) Perfect Pizza Ltd (2) |
|
|
01.02.93 |
|
Assignment |
|
GDP Realisations Ltd (1) Perfect Pizza Ltd (2) M J Mcgrath, D Mcgrath and J Mcgrath (3) |
|
|
79
22.01.93 |
|
Licence to Assign |
|
Themeville Ltd (1) G D P Realisations Ltd (2) Perfect Pizza Ltd (3) Scotts Hospitality Ltd (4) |
|
|
30.11.93 |
|
Licence to Underlet |
|
Themeville Ltd (1) Perfect Pizza Ltd (2) G S Showker (3) |
|
|
Underlease Documentation |
||||||
02.07.04 |
|
Underlease |
|
Perfect Pizza Ltd (1) G Showker (2) |
|
|
Not yet complete |
|
Licence to Assign Underlease |
|
(1) Perfect Pizza Ltd (2) G S Showker (3) K Patel |
|
|
8 Victoria Avenue, Blackley
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
18.07.91 |
|
Licence |
|
T Tratalos (1) Grandmet Restaurants Limited (2) Scotts Hospitality Limited (3) |
|
|
18.07.91 |
|
Transfer |
|
Grandmet Restaurants Limited (1) Perfect Pizza Limited (2) |
|
|
24.05.00 |
|
Licence to Sublet |
|
Angela Tratalos & Denise Clark (1) Perfect Pizza Limited (2) Sajid Mahmood Mokhan Gill & Kulbant Singh (3) |
|
|
24.06.88 |
|
Lease |
|
T Tratalos (1) United Biscuits (UK) Limited (2) |
|
|
Underlease Documentation |
||||||
25.04.02 |
|
Licence to Assign |
|
Angela Tatalos & Denise Clark (1) Perfect Pizza Limited (2) Sajid Mahmood Mlkhan Gill & Kulbant Singh (2) Raminder Khag & Mohammed Tayab (4) |
|
|
24.05.00 |
|
Underlease |
|
Pefect Pizza Limited (1) Sajid Mahmood Mokhan Gill & Kulbant Singh (2) |
|
|
80
315 Tonge Moor Road, Bolton, Lancashire
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
16.07.91 |
|
Lease |
|
Hourpass Ltd (1) Ginos Dial-A-Pizza (2) |
|
|
14.04.92 |
|
Deed of Variation |
|
Hourpass Ltd (1) Ginos Dial-A-Pizza Ltd (2) |
|
|
23.10.92 |
|
Licence to Assign |
|
Fordway Investments Ltd (1) GDP Realisations Ltd (2) Perfect Pizza Ltd (3) Scotts Hospitality Ltd (4) |
|
|
Underlease Documentation |
||||||
15.12.94 |
|
Underlease |
|
Perfect Pizza Ltd (1) Angel Bay Enterprises Ltd (2) G N Grant and L Grant (3) |
|
|
Unit 16 The Moor Shopping Centre, Brierley Hill
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
14.12.88 |
|
Lease |
|
Hardanger Investments Ltd (1) Ginos Dial-A-Pizza Ltd (2) |
|
|
26.10.92 |
|
Licence to Assign |
|
London & Associated Investment Trust Plc (1) G D P Realisations Ltd (2) Perfect Pizza Ltd (3) |
|
|
Underlease Documentation |
||||||
|
|
No current Underlease in place as Landlords consent withheld |
|
Current occupying franchisees Omar Ahmed, Adnan Bin Ashfaq and Mohammed Ahmed |
|
|
48 Lewes Road Brighton East Sussex
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
26.04.88 |
|
Agreement for Lease |
|
Steven Sharpe & Gavin Mark Sharpe |
|
|
|
27.05.88 |
|
Lease |
|
Steven Sharpe & Gavin Mark Sharpe |
|
|
|
08.09.88 |
|
Licence to Carry Out Alterations |
|
Steven Sharpe & Gavin Mark Sharpe |
|
|
|
81
08.07.91 |
|
Licence to Assign |
|
Steven Sharpe & Gavin Mark Sharpe Grandmet Restaurants Ltd Perfect Pizza Ltd Scotts Hospitality Ltd |
|
|
Underlease Documentation |
||||||
20.09.02 |
|
Licence to Sub-Let |
|
Harbour Trustees Ltd |
|
|
24.09.02 |
|
Underlease |
|
Perfect Pizza Ltd |
|
|
44 High Street Brownhills Walsall West Midlands
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
18.10.91 |
|
Lease |
|
Mr B.S. Chahal |
|
|
26.10.92 |
|
Licence to Assign |
|
B.S. Chahal |
|
|
05.11.92 |
|
Assignment |
|
G.D.P. Realisations Ltd |
|
|
24.11.05 |
|
Supplemental Lease |
|
Harjit Singh Bola and Sital Kaur Bola Perfect Pizza Ltd |
|
|
Underlease Documentation |
||||||
19.12.91 |
|
Underlease |
|
Ginos Dial-A-Pizza Ltd |
|
|
23.12.93 |
|
Licence to Assign |
|
Perfect Pizza Ltd |
|
|
23.12.93 |
|
Deed of Variation |
|
Perfect Pizza Ltd |
|
|
17.04.00 |
|
Licence to Assign |
|
Balbir Singh Chahal |
|
|
Incomplete |
|
Surrender |
|
Perfect Pizza Ltd |
|
|
Incomplete |
|
Underlease |
|
Perfect Pizza Ltd |
|
|
82
49 High Road, Broxbourne, Hertfordshire
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
15.03.04 |
|
Lease |
|
Lex Investments Ltd (1) Perfect Pizza Ltd (2) |
|
|
Underlease Documentation |
||||||
15.03.04 |
|
Underlease |
|
Perfect Pizza Ltd (1) Caner Cocelli (2) |
|
|
8 Market Place Burslem Stoke On Trent
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
24.05.91 |
|
Lease |
|
A.S.Heath Esq.. and N. Kellett to Ginos Dial-A-Pizza Limited |
|
|
23.11.92 |
|
Licence to Assign |
|
A.S. Heath and G.D.P Realisations Limited |
|
|
Underlease Documentation |
||||||
23.12.04 |
|
Underlease With Provisions for Surrender |
|
Perfect Pizza Limited |
|
|
23.12.04 |
|
Licence to Underlet |
|
Alan Steven Heath |
|
|
12 Bute Street, London
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
03.06.86 |
|
Lease |
|
(1) Bonne Bouche Catering Limited (2) United Biscuits (UK) Limited |
|
|
22.10.01 |
|
Rent Review Memorandum |
|
(1) Bonne Bouche Catering Limited |
|
|
29.04.87 |
|
Licence to Alter |
|
(1) Bonne Bouche Catering Limited |
|
|
10.06.92 |
|
Licence and Deed of Covenant |
|
(1) Bonne Bouche Catering Limited (2) Grandmet Restaurants Limited
(3) Perfect Pizza Limited |
|
|
83
15.06.92 |
|
Assignment |
|
(1) Grandmet Restaurants Limited (2) Perfect Pizza Limited |
|
* Sublease Referred to Granted to Eagleforce Limited Appears to Have Expired |
02.06.94 |
|
Licence and Deed of Covenant |
|
(1) Bonne Bouche Catering Limited (2) Perfect Pizza Limited (3) Monir
Onsi Fahmy |
|
|
18.08.97 |
|
Encroachment Licence Re 12 & 14 Bute Street |
|
(1) The Trustees of The Independent Order of Odd Fellows Manchester United Friendly Society (2) Perfect Pizza Limited (3) Tavich Limited |
|
Licence Re Extraction |
Underlease Documentation |
||||||
01.08.94 |
|
Underlease |
|
(1) Perfect Pizza Limited (2) M O Fahmy Esq.. |
|
|
178 Mill Road Cambridge
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
22.09.98 |
|
Lease |
|
Ventress Property Developments Ltd |
|
|
12.04.99 |
|
Licence for Alterations |
|
Ventress Property Developments Ltd |
|
|
Underlease Documentation |
||||||
06.05.99 |
|
Underlease |
|
Perfect Pizza Ltd |
|
|
115 Furtherwick Road Canvey Island
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
26.04.85 |
|
Lease |
|
James Reppin Bates |
|
|
14.01.86 |
|
Deed of Rectification and Licence for Assignment |
|
J.R. Bates |
|
|
27.01.86 |
|
Assignment |
|
A.S. Smith |
|
|
01.03.88 |
|
Licence |
|
James Frederick Gibb and Ivy Mary Atkins |
|
|
84
01.03.88 |
|
Assignment |
|
David Ernest Anglin and Jeanne |
|
|
21.06.91 |
|
Licence |
|
James Frederick Gibb and Ivy Mary Atkins |
|
|
21.06.91 |
|
Assignment |
|
Grandmet Restaurants Ltd |
|
|
17.12.03 |
|
Deed of Variation of Lease |
|
James Frederick Gibb and Ivy Mary Atkins Perfect Pizza Ltd |
|
|
Underlease Documentation |
||||||
22.06.04 |
|
Underlease |
|
Perfect Pizza Ltd |
|
|
342 Cowbridge Road East Cardiff
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
22.09.89 |
|
Lease |
|
Mr & Mrs J.M. Cohen UB Restaurants Ltd |
|
|
25.06.91 |
|
Licence |
|
J.M. Cohen & J. Cohen Grandmet Restaurants Ltd |
|
|
17.07.91 |
|
Assignment |
|
Grandmet Restaurants Ltd |
|
|
Underlease Documentation |
||||||
26.03.91 |
|
Underlease |
|
Grandmet Restaurants Ltd |
|
|
30.09.96 |
|
Licence to Assign |
|
Perfect Pizza Ltd |
|
|
18.09.00 |
|
Licence to Assign |
|
Lisa Victoria Cohen |
|
|
85
Incomplete |
|
Surrender |
|
Perfect Pizza Ltd |
|
|
8 Hurst Lane Castle Bromwich Birmingham
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
27.08.99 |
|
Lease |
|
Tindlesouth Ltd |
|
|
26.10.92 |
|
Licence to Assign |
|
J H Roberts & R J Roberts G.D.P. Realisations Ltd |
|
|
Underlease Documentation |
||||||
Undated |
|
Underlease (not completed) |
|
Ginos Dial-A-Pizza |
|
|
486 Nottingham Road Chaddesden Derby
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
16.07.91 |
|
Lease |
|
Hourpass Ltd |
|
|
14.04.92 |
|
Deed of Variation of Lease |
|
Hourpass Ltd |
|
|
23.10.92 |
|
Licence to Assign |
|
Fordway Investments Ltd |
|
|
Underlease Documentation |
||||||
08.03.96 |
|
Underlease |
|
Perfect Pizza Ltd |
|
|
08.03.96 |
|
Licence to Sub-Let |
|
Morgan Industrial Properties Ltd |
|
|
18.03.96 |
|
Licence to Assign |
|
Morgan Industrial Properties Ltd |
|
|
18.03.96 |
|
Deed of Covenant |
|
Morgan Industrial Properties Ltd |
|
|
26.04.99 |
|
Licence to Assign |
|
Morgan Industrial Properties Ltd |
|
|
86
32/34 St James Street, Cheltenham, Gloucestershire
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
15.02.91 |
|
Lease |
|
Cheltenham Borough Council (1) |
|
|
Underlease Documentation |
||||||
01.02.99 |
|
Licence to Sublet |
|
Cheltenham Borough Council (1) |
|
|
01.02.99 |
|
Underlease |
|
Perfect Pizza Ltd (1) |
|
|
06.12.00 |
|
Licence to Assign |
|
Cheltenham Borough Council (1) |
|
|
50 Broad Street Chesham
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
22.02.82 |
|
Lease |
|
Nombans Limited |
|
|
02.12.86 |
|
Licence |
|
Nombans Limited |
|
|
08.02.88 |
|
Licence |
|
Nombans Limited |
|
|
16.08.91 |
|
Licence to Underlet |
|
(1) Nombans Limited (2) Perfect Pizza Limited (3) Bns (Chesham) Limited (4) Mohammed Shofiq Ullah |
|
|
04.11.91 |
|
Licence to Assign |
|
Nombans Limited and Anor |
|
|
87
Underlease Documentation |
||||||
27.04.98 |
|
Schedule of Dilapidations |
|
- |
|
|
30.06.98 |
|
Underlease |
|
Perfect Pizza Limited |
|
|
5 Sheffield Road, Chesterfield
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
20.04.94 |
|
Licence to Assign |
|
Brian Lewis (1) GDP (No 2) Limited (2) Perfect Pizza |
|
|
1.11.91 |
|
Lease |
|
Brian Lewis (1) Ginos Dial-A-Pizza |
|
|
Underlease Documentation |
||||||
24.03.92 |
|
Underlease |
|
Ginos Dial-A-Pizza Limited (1) |
|
Underlease may be invalid due to unauthorised assignment |
36 The Hornet, Chichester, West Sussex
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
13.06.88 |
|
Lease |
|
Vertex Ltd (1) United Biscuits (UK) Ltd (2) |
|
|
23.07.91 |
|
Licence to Assign |
|
Vertex Ltd (1) Grandmet Restaurants Ltd (2) Perfect Pizza Ltd (3) Scotts Hospitality Ltd (4) |
|
|
23.07.91 |
|
Assignment |
|
Grandmet Restaurants Ltd (1) Perfect Pizza Ltd (2) |
|
|
Incomplete |
|
Lease extension/ |
|
Astrea Ltd (1) Perfect Pizza Ltd (2) |
|
|
Underlease Documentation |
||||||
01.04.05 |
|
Agreement for Underlease |
|
Perfect Pizza Ltd (1) Atlas Corporate Developments Ltd |
|
|
88
Ground Floor & Basement Shop, 299 Chiswick High Road
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
17.10.85 |
|
Lease |
|
(1) Lamrest Limited and (2) United |
|
|
04.07.05 |
|
Rent Review Memorandum |
|
Ts & Ak Ebrahim |
|
|
07.10.91 |
|
Licence to Assign |
|
(1) Santalina Properties Limited (2) |
|
Nb The Underlease to David Chin Referred to In This Licence Appears to Have Been Surrendered Presumably By Operation of Law, The Underlease Itself Is Not Disclosed Herewith |
07.10.91 |
|
Certified Copy Transfer |
|
(1) Grandmet Restaurants Limited |
|
|
Underlease Documentation |
||||||
None |
|
|
|
No present written underlease to current franchisee Vishal Kumar Kakar |
|
|
Unit 3, 23 Watford Road, Cotteridge, Birmingham
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
18.03.04 |
|
Lease |
|
(1) Zeldam Company Limited |
|
|
21.09.90 |
|
Deed of Variation |
|
(1) Zeldam Co. Limited |
|
Whilst The Deed Varies The Old Lease, It Also Deals With Consent to Works, The Old Lease Is Not Disclosed Herewith |
Underlease Documentation |
||||||
10.05.05 |
|
Underlease |
|
(1) Perfect Pizza Limited |
|
Includes Copies of Notice (28.01.05) and Declaration (03.03.05) Re Exclusion of Sections 24 to 28 of The Landlord and Tenant Act 1954 |
89
13 Longfellow Road, Coventry, West Midlands
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
02.04.91 |
|
Lease |
|
Majorstates Ltd (1) Ginos Dial-A-Pizza (2) |
|
|
20.11.92 |
|
Licence |
|
Majorstates Ltd (1) GDP Realisations Ltd (2) Perfect Pizza Ltd (3) |
|
|
27.11.92 |
|
Assignment |
|
GDP Realisations Ltd (1) Perfect Pizza Ltd (2) |
|
|
Underlease Documentation |
||||||
04.05.94 |
|
Licence |
|
Majorstates Ltd (1) Perfect Pizza Ltd (2) J S Dosanjh and S S Dosanjh (3) |
|
|
02.04.91 |
|
Licence to Sublet |
|
Majorstates Ltd (1) Ginos Dial A Pizza Ltd (2) J S Dosanjh and SS Dosanjh (3) |
|
|
04.05.94 |
|
Underlease |
|
Perfect Pizza Ltd (1) J S Dosanjh and S S Dosanjh (2) |
|
|
12.05.94 |
|
Licence |
|
Perfect Pizza Ltd (1) J S Dosanjh and S S Dosanjh (2) R G Turner (3) |
|
|
03.12.96 |
|
Licence |
|
Perfect Pizza Ltd (1) R G Turner (2) J S Nagra (3) |
|
|
24.03.00 |
|
Licence |
|
Dukecourt Property Company Ltd (1) Perfect Pizza Ltd (2) J S Nagra (3) D S Khag and R Lagan (4) |
|
|
469 Holyhead Road Coventry
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
24.09.91 |
|
Lease |
|
Claud Cecil Granger and Sybil Mary |
|
|
90
15.12.92 |
|
Licence to Assign |
|
Claud Cecil Granger and Sybil Mary |
|
|
Underlease Documentation |
||||||
22.06.92 |
|
Underlease |
|
Ginos Dial-A-Pizza Limited |
|
|
12.05.94 |
|
Licence to Assign |
|
(1) Perfect Pizza Limited (2) J.S. & |
|
|
02.12.96 |
|
Licence |
|
Perfect Pizza Limited |
|
|
25.03.98 |
|
Licence to Assign |
|
(1) Perfect Pizza Limited (2) Sukhbir |
|
|
Unit 3, 128b Nantwich Road, Crewe
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
15.05.89 |
|
Lease |
|
Hassall Properties Limited (1) Ginos |
|
|
14.12.92 |
|
Licence to Assign and Deed of Guarantee |
|
Hassall Properties Limited (1) GDP |
|
|
15.01.93 |
|
Copy Transfer |
|
G D P Realisations Limited (1) Perfect Pizza Limited (2) |
|
|
Underlease Documentation |
||||||
8.06.92 |
|
Agreement for Underlease |
|
Ginos Dial-A-Pizza Limited (1) |
|
|
|
|
Executed Uncompleted Underlease |
|
Ginos Dial-A-Pizza Limited (1) |
|
|
91
5 Davyhulme Circle Davyhulme Manchester
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
26.09.97 |
|
Lease |
|
Jasper Properties Ltd (1) Perfect Pizza Ltd (1) |
|
|
Underlease Documentation |
||||||
22.12.03 |
|
Underlease |
|
Perfect Pizza Ltd (1) Ginos Express Ltd (1) Satnam Singh Khag (1) |
|
|
88 Manchester Road Denton Manchester
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
23.11.90 |
|
Lease |
|
Wei Kiang Lam |
|
|
03.02.93 |
|
Assignment |
|
G.D.P. Realisations Ltd |
|
|
02.01.98 |
|
Licence |
|
Wilkincroft Ltd |
|
|
29.01.93 |
|
Licence to Assign |
|
Rugpark Ltd |
|
|
Underlease Documentation |
||||||
09.02.99 |
|
Underlease |
|
Perfect Pizza Ltd |
|
|
274 Lower Addiscombe Road East Croydon Surrey
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
27.10.87 |
|
Lease |
|
Direct Properties Ltd (1) United |
|
|
11.01.91 |
|
Licence |
|
Tarlok Singh Patheja (1) Grandmet |
|
|
21.01.91 |
|
Licence to Assign |
|
Grandmet Restaurants Ltd (1) |
|
|
21.06.91 |
|
Licence |
|
Tarlok Singh Patheja (1) Grandmet |
|
|
12.07.91 |
|
Assignment |
|
Grandmet Restaurants Ltd (1) Perfect Pizza Ltd (2) |
|
|
92
|
|
|
|
Underlease Documentation |
|
|
15.12.03 |
|
Underlease |
|
Perfect Pizza Ltd (1) Andrewsphillai Frances Zavier &
Balasubramanium |
|
|
92 Field End Road Eastcote
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
13.08.87 |
|
Lease |
|
JH Suckling (1) United Biscuits (UK) |
|
|
03.09.91 |
|
Licence to Assign |
|
JH Suckling (1) Perfect Pizza Ltd (2) |
|
|
17.09.91 |
|
Deed of Assignment |
|
Grandmet Restaurants Ltd (1) Perfect |
|
|
18.08.03 |
|
Rent Review Memorandum |
|
|
|
|
Underlease Documentation |
||||||
05.01.01 |
|
Licence to |
|
J F Suckling (1) Perfect Pizza Ltd (2) |
|
|
05.01.01 |
|
Underlease |
|
Perfect Pizza Ltd (1) Obaidulla Mehak (2) |
|
|
19.08.03 |
|
Licence to Assign |
|
J F Suckling (1) Perfect Pizza Ltd (2) |
|
|
274 Pinhoe Road Exeter
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
14.09.90 |
|
Lease |
|
Paul Christian Seez |
|
|
18.11.92 |
|
Licence to Assign |
|
P.C. Seez (1) G.D.P. Realisations |
|
|
Underlease Documentation |
||||||
03.12.03 |
|
Licence to Sub-Let |
|
Paul Christian Seez (1) Perfect Pizza |
|
|
04.12.03 |
|
Underlease |
|
Perfect Pizza Limited (1) Its A |
|
|
01.07.05 |
|
Licence to Assign |
|
Paul Christian Seez (1) Perfect Pizza |
|
|
93
186a West Street Fareham Hampshire
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
24.06.88 |
|
Lease |
|
Anglo Scottish Development Ltd |
|
|
19.10.88 |
|
Licence |
|
Anglo Scottish Development Ltd |
|
|
01.07.91 |
|
Licence to Assign |
|
Kantilal Raojibhai Patel, Danishbhai |
|
|
Underlease Documentation |
||||||
31.10.90 |
|
Underlease |
|
Grandmet Restaurants Ltd |
|
|
22.10.92 |
|
Copy Licence |
|
Kantilal Raojibhai Patel, Danishbhai |
|
|
218 Farnborough Road Farnborough Hampshire
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
10.08.87 |
|
Lease |
|
Kindale Limited |
|
|
20.09.88 |
|
Deed of Variation |
|
Kindale Limited Ad Colin Haywood |
|
|
15.05.92 |
|
Agreement |
|
National Westminster Bank Plc |
|
|
02.06.92 |
|
Licence |
|
Julian Overseas Corporation, |
|
|
94
16.06.92 |
|
Assignment |
|
National Westminster Bank Plc |
|
|
Underlease Documentation |
||||||
04.06.03 |
|
Licence to Sub-Let |
|
Sydney Howard Catlin & Beryl |
|
|
04.06.03 |
|
Underlease |
|
Perfect Pizza Limited |
|
|
13 Straits Parade, Fish Ponds, Bristol
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
24.06.88 |
|
Lease |
|
David Chontow and Miria Elisheva |
|
|
11.01.93 |
|
Licence to Assign |
|
D Chontow & M E Chontow (1) |
|
|
14.01.93 |
|
Assignment |
|
GDP Realisations Limited (1) Perfect |
|
|
24.06.98 |
|
Rent Review Memorandum |
|
D & Me Chontow Trustees (1) |
|
|
Underlease Documentation |
||||||
15.01.91 |
|
Agreement for Underlease |
|
Ginos Dial-A-Pizza Limited (1) |
|
|
10.05.94 |
|
Licence to |
|
David Chontow and Miriam Chontow (1) Perfect Pizza Limited |
|
|
6.06.94 |
|
Underlease |
|
Perfect Pizza Limited (1) Simon |
|
|
18.0699 |
|
Licence to Assign |
|
D Chontow and M E Chontow (1) |
|
|
95
776 Stafford Road, Fordhouses, Wolverhampton
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
7.11.05 |
|
Rent Review Memorandum |
|
Teves Investments Limited (1) Perfect Pizza Limited (2) |
|
|
8.05.02 |
|
Licence to Assign |
|
Perfect Pizza Limited (1) Gurpal Showker and Hemant Patel (2) Hemant Patel (3) |
|
|
17.04.02 |
|
Lease |
|
Teves Investments Limited (1) Perfect Pizza Limited (2) |
|
|
Underlease Documentation |
||||||
5.03.01 |
|
Underlease |
|
Perfect Pizza Limited (1) Gurpal Showker and Hemant Patel (2) |
|
|
Gailey Park Distribution Centre, Staffs
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
10.04.00 |
|
Lease |
|
Derrick Morgan (Construction) Ltd (1) Perfect Pizza Limited (2) |
|
|
25 Liskaerd Road, & 11 Liskard Road (known as 9 Gillity Village), Walsall
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
23.12.92 |
|
Assignment |
|
G.D.P. Realisations Limited (1) Perfect Pizza Limited (2) |
|
|
18.12.92 |
|
Licence to Assign |
|
V.B. Goyal & S Shukla (1) G.D.P Realisations Limited (2) Perfect Pizza Limited (3) Scotts Hospitality Limited (4) |
|
|
04.12.89 |
|
Lease |
|
Mr V B Goyal & Mr S Shukla (1) Messrs Ginos Dial a Pizza Limited (2) |
|
|
96
Underlease Documentation |
||||||
20.08.04 |
|
Underlease |
|
Perfect Pizza Limited (1) Abdul Baseer Rehan & Anas Ahmed Rehan (2) |
|
|
20.08.04 |
|
Licence to Sublet |
|
Vidya Bhushan Goyal & Sukhdev Shukla (1) Perfect Pizza Limited (2) Abdul Baser Rehan & Anas Ahmed Rehan (3) |
|
|
3 Cavendish Buildings, 144 Eastgate St, Gloucester
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
21.09.83 |
|
Underlease |
|
Barjack Properties Limited (1) Rita Patricia Joan Blake (2) |
|
|
19.09.91 |
|
Assignment |
|
Joanna Jayne Kelley (1) Sally-Ann Bliss (2) Ginos Dial a Pizza Limited (3) |
|
|
19.09.91 |
|
Licence |
|
Ruralspar Limited (1) Sally Ann Bliss (2) Ginos Dial a Pizza Limited (3) |
|
|
27.11.91 |
|
Licence for Alterations |
|
Ruralspar Limited (1) Ginos Dial a Pizza Limited (2) |
|
|
11.11.92 |
|
Licence |
|
Ruralspar Limited (1) GDP Realisations Limited (2) Perfect Pizza Limited (3) |
|
|
13.11.92 |
|
Assignment |
|
G.D.P Realisations Limited (1) Perfect Pizza Limited (2) |
|
|
07.01.05 |
|
Further Lease |
|
Ranbrook Limited (1) Perfect Pizza Limited (2) |
|
|
Underlease Documentation |
||||||
27.5.02 |
|
Licence |
|
Ranbrook Limited (1) Pefect Pizza Limited (2) Dharmendar Khag & Rakesh Lagan (2) |
|
|
30.07.02 |
|
Sub-Underlease |
|
Pefect Pizza Limited (1) Dharmendar Khag & Rakesh Lagan (2) |
|
NB this has expired |
97
21 Epsom Road Guildford
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
22.06.88 |
|
Lease |
|
Mosspine Ltd |
|
|
01.08.91 |
|
Licence |
|
Alan Isaac Woo & Pauline Yeh |
|
|
Underlease Documentation |
||||||
15.05.89 |
|
Licence to Underlet |
|
Alan Isaac Woo & Pauline Yeh |
|
|
13.07.89 |
|
Underlease |
|
UB Restaurants Ltd |
|
|
01.08.92 |
|
Licence to Assign |
|
Alan Isaac Woo & Pauline Yeh |
|
|
11.10.00 |
|
Licence to Assign |
|
A.I. Wood & P. Yeh |
|
|
1500 Stratford Road Hall Green Birmingham
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
03.03.94 |
|
Lease |
|
Central Midlands Co-Operative Society Ltd |
|
|
03.03.94 |
|
Assignment |
|
G.D.P. (No.2) Ltd |
|
|
03.03.94 |
|
Licence |
|
Central Midlands Co-Operative Society Ltd |
|
|
06.05.97 |
|
Deed of Variation |
|
Central Midlands Estates Ltd |
|
|
Underlease Documentation |
||||||
06.05.98 |
|
Licence to Underlet |
|
Central Midlands Estates Ltd |
|
|
98
11.06.98 |
|
Underlease |
|
Perfect Pizza Ltd |
|
|
17.11.03 |
|
Licence to Assign |
|
Central Midlands Estates Ltd |
|
|
28 High Street Harpenden St Albans Hertfordshire
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
30.03.90 |
|
Lease |
|
Watney Truman |
|
|
01.08.90 |
|
Licence for Alterations |
|
Watney Truman Ltd |
|
|
10.07.91 |
|
Licence to Assign |
|
Watney Truman Ltd |
|
|
10.08.01 |
|
Rent Review Memorandum |
|
|
|
|
Underlease Documentation |
||||||
02.05.91 |
|
Licence |
|
Watney Truman Ltd |
|
|
20.09.91 |
|
Underlease |
|
Perfect Pizza Ltd |
|
|
01.03.94 |
|
Licence to Assign |
|
Perfect Pizza Ltd |
|
|
01.03.94 |
|
Licence to Assign |
|
Watney Truman Ltd |
|
|
15.11.96 |
|
Licence to Assign |
|
Perfect Pizza Ltd |
|
|
31.10.01 |
|
Licence to Assign |
|
Queensbridge Assets Sa |
|
|
99
22 Market Parade, Havant, Hampshire
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
2.12.05 |
|
Lease |
|
Northlands Holding Limited (1) Perfect Pizza Limited (2) |
|
|
Underlease Documentation |
||||||
2.12.05 |
|
Underlease |
|
Perfect Pizza Limited (1) B C Ellis (2) |
|
|
6 Five Ways Parade, Hazelgrove, Stockport
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
19.07.83 |
|
Lease |
|
Ravenseft Properties Ltd (1) Craft Cleaners Ltd (2) |
|
|
13.05.88 |
|
Licence |
|
Ravenseft Properties Ltd (1) Craft Cleaners Ltd (2) Johnson Brothers (Cleaners) Ltd (3) |
|
|
20.01.89 |
|
Assignment |
|
John Brothers (Cleaners) Ltd (1) Ginos Dial-A-Pizza Ltd (2) John Mcgrath (3) |
|
|
15.02.89 |
|
Licence |
|
Ravenseft Properties Ltd (1) Johnson Brothers (Cleaners) Ltd (2) Ginos Dial-A-Pizza Ltd (3) John Mcgrath (4) |
|
|
27.11.92 |
|
Licence |
|
Ravenseft Properties Ltd (1) GDP Realisations Ltd (2) Perfect Pizza Ltd (3) |
|
|
01.12.92 |
|
Assignment |
|
GDP Realisations Ltd (1) Perfect Pizza Ltd (2) John Mcgrath (3) |
|
|
30.10.03 |
|
Deed of Variation of Lease |
|
Sharplink Ltd (1) Perfect Pizza (2) |
|
|
Underlease Documentation |
||||||
24.03.05 |
|
Underlease |
|
Perfect Pizza Ltd (1) SBS Trade (UK) Ltd (2) Husnan Safdar Bukhari (3) |
|
|
100
43 Commercial Road Hereford
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
19.02.92 |
|
Transfer |
|
G.D.P. Realisations Limited (1) Perfect Pizza Limited (2) |
|
|
08.02.93 |
|
Licence to Assign |
|
S.Z. Khan (1) G.D.P. Realisations Limited (2) Perfect Pizza Limited (3) Scotts Hospitality Limited (4) |
|
|
18.11.91 |
|
Lease |
|
Robin Archer (1) Ginos Dial a Pizza Limited (2) |
|
|
Underlease Documentation |
||||||
01.10.01 |
|
Licence to Underlet |
|
John Rowland Ashley Owens & Diana Owens (1) Perfect Pizza Limited (2) Dharmendar Khag & Rakesh Lagan (3) |
|
|
01.10.01 |
|
Underlease |
|
Perfect Pizza Limited (1) Dharmendar Khag & Rakesh Lagan (2) |
|
|
Ground Floor Premises, 33 Regent St, Hinckley, Leicester
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
29.10.90 |
|
Lease |
|
J.P. & Miss Moreton (1) Grandmet Restaurants Limited (2) |
|
|
01.08.91 |
|
Licence to Assign |
|
Mrs J.P. & Miss R.J. Moreton (1) Grandmet Restaurants Limited (2) Perfect Pizza Limited (3) Scotts Hospitality Limited (4) |
|
|
20.08.91 |
|
Licence to Underlet |
|
J.P. Moreton & R.J. Moreton (1) K. Katechia (2) |
|
|
Underlease Documentation |
||||||
06.07.92 |
|
Underlease |
|
Perfect Pizza Limited (1) K Katechia (2) |
|
|
Unit 3 Dalkeith House Dalkeith Place Kettering
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
02.02.88 |
|
Lease |
|
Hudson, Hudson, Hudson & Staniscia |
|
|
11.07.91 |
|
Licence to Assign |
|
Hudson & Hudson |
|
|
101
25.07.91 |
|
Deed of Assignment |
|
Grandmet Restaurants Ltd |
|
|
12.01.05 |
|
Rent Review Memorandum |
|
|
|
|
Underlease Documentation |
||||||
25.07.00 |
|
Underlease |
|
Perfect Pizza Ltd |
|
|
63 Bedford Street Leamington Spa
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
15.05.00 |
|
Lease |
|
Town House Investments Ltd (1) Perfect Pizza Ltd (2) |
|
|
Underlease Documentation |
||||||
20.11.00 |
|
Underlease |
|
Perfect Pizza Ltd (1) Kirit Parbhubhai Patel and Satinderpal Dhaliwal (2) |
|
|
11.02.02 |
|
Deed of Variation of Underlease |
|
Perfect Pizza Ltd (1) Kirit Parbhubhai Patel and Satinderpal Dhaliwal (2) |
|
|
19 Leamore Lane, Leamore, Walsall
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
13.06.01 |
|
Lease |
|
The Walsall Metropolitan Borough Council (1) Perfect Pizza Limited (2) |
|
|
Incomplete |
|
Lease renewal |
|
The Walsall Metropolitan Borough Council (1) Perfect Pizza Limited (2) |
|
|
Underlease Documentation |
||||||
12.07.01 |
|
Underlease |
|
Perfect Pizza Limited (1) Kirit Patel & Satnam Khag (2) |
|
|
102
199 Uppingham Road, Leicester
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
17.02.89 |
|
Lease |
|
B.R and J.B Mody to United Biscuits (UK) Limited |
|
|
26.09.90 |
|
Licence for Alterations to Premises |
|
Messrs B.R and J.B Mody to Grand Met Restaurants Limited |
|
|
25.07.91 |
|
Licence to Assign |
|
Messrs B.R. Mody and J.B Mody (1) Grandmet Restaurants Limited (2) Perfect Pizza Limited (3) Scotts Hospitality Limited (4) |
|
|
25.07.91 |
|
Assignment |
|
Grandmet Restaurants Limited to Perfect Pizza Limited |
|
|
Underlease Documentation |
||||||
13.02.98 |
|
Underlease |
|
Perfect Pizza Limited |
|
|
11.02.98 |
|
Licence |
|
Messrs B R and J B Mody (1) Perfect Pizza Limited (2) Ss Khag and Others (3) |
|
|
13.09.99 |
|
Licence to Assign |
|
(1) Bhagwanji Rugnath Mody & Jitrendra Bhagwanji Mody (2) Perfect Pizza Limited (3) Satnam Singh Khag & Gurpal Singh Khag (4) Gurbinder Singh Dhasi |
|
|
Unit 4 Cranfleet Way Long Eaton
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
03.10.01 |
|
Agreement for Lease |
|
Trustees of the Ferndale Executive Pension Scheme (1) Perfect Pizza Ltd (2) |
|
|
17.12.01 |
|
Lease |
|
Trustees of the Ferndale Executive Pension Scheme (1) Perfect Pizza Ltd (2) |
|
|
Underlease Documentation |
||||||
|
|
None |
|
|
|
|
103
6 and 8 Upper Normacott Road Longton Stoke-On-Trent
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
31.07.91 |
|
Lease |
|
Hourpass Limited |
|
|
14.04.92 |
|
Deed of Variation of Lease |
|
Hourpass Limited |
|
|
23.10.92 |
|
Licence to Assign |
|
Fordway Investments Limited (1) G.D.P Realisations Limited (2) Perfect Pizza Limited (3) Scotts Hospitality Limited (4) |
|
|
Underlease Documentation |
||||||
29.11.91 |
|
Underlease |
|
Ginos Dial-A-Pizza Limited (1) andrew Craig Stott |
|
|
22.04.92 |
|
Deed of Variation of Underlease |
|
Ginos Dial-A-Pizza Limited (1) Andrew Craig Stott |
|
|
03.04.02 |
|
Licence to Assign |
|
The Trustees of The Norman Linton Executive Pension Scheme (1)
Perfect Pizza Limited (2) andrew Craig Stott |
|
|
8 Denmark Road, Lowestoft
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
06.02.89 |
|
Lease |
|
A I Woo Esq. & Others (1) United Biscuits (UK) Limited (2) |
|
|
25.08.05 |
|
Rent Review Memorandum |
|
A I Woo, G Wood C K Woo & P Yeh (1) Perfect Pizza Limited (2) |
|
|
11.06.91 |
|
Licence |
|
A I Woo, G Woo, C K Woo & P Yeh (1) Grandmet Restaurants Limited (2) Perfect Pizza Limited (3) Scotts Hospitality Limited (4) |
|
|
02.06.91 |
|
Copy Assignment |
|
Grandmet Restaurants Limited (1) Perfect Pizza Limited (2) |
|
|
Underlease Documentation |
||||||
12.09.89 |
|
Underlease |
|
UB Restaurants Limited (1) M J Kirby Esq. (2) |
|
|
30.03.90 |
|
Licence to Assign |
|
Grandmet Restaurants Limited (1) M J Kirby Esq.. (2) Mr and Mrs G Catania (3) |
|
|
104
08.08.00 |
|
Licence to Assign |
|
A I Woo, G Woo, C K Woo & P Yeh (1) Perfect Pizza Limited (2) G C & M Catania (3) (4) F Capello |
|
|
15 Central Parade, Maghull, Liverpool
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
2.06.00 |
|
Licence to Carry Out Works |
|
Central Square/Westway (Maghull) (No.1) Limited (1) Central Square/Westway Precinct (Maghull) (No.2) Limited (2) Perfect Pizza Limited (3) |
|
|
24.09.98 |
|
Lease |
|
Ravenseft Properties Limited (1) Perfect Pizza Limited (2) |
|
|
24.09.98 |
|
Letter |
|
Ravenseft Properties Limited |
|
|
Underlease Documentation |
||||||
19.12.03 |
|
Underlease |
|
Perfect Pizza Limited (1) Mayfair Products Limited (2) Iraj Posh-Mashad, Mohammad Zarabi and Mohammad-Reza Ghodrati (3) |
|
|
62 Queen Street Maidenhead Berkshire
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
09.05.97 |
|
Lease |
|
Jewson Property Holdings Ltd Perfect Pizza Ltd |
|
|
Underlease Documentation |
||||||
|
|
There is no current Underlease in place |
|
Occupying franchisees believed to be: Shoukat & Amir Ali |
|
|
105
67 Union Street, Maidstone, Kent
Date |
|
Document |
|
Parties |
|
Comments |
|
||||||
Headlease Documentation |
||||||
06.12.96 |
|
Lease |
|
S J Wright Ltd (1) Perfect Pizza Ltd (2) |
|
|
06.12.96 |
|
Licence for Alterations |
|
S J Wright Ltd (1) Perfect Pizza Ltd (2) |
|
|
07.05.97 |
|
Licence to Sublet |
|
S J Wright Ltd (1) Perfect Pizza Ltd (2) Maswell Ltd (3) A M Sarrafan (4) |
|
|
Underlease Documentation |
||||||
07.05.97 |
|
Underlease |
|
Perfect Pizza Ltd (1) Maswell Ltd (2) A M Sarrafan (3) |
|
|
02.10.00 |
|
Licence to Assign |
|
S J Wright (1) Perfect Pizza Ltd (2) Maswell Ltd (3) Mandhir Singh Thandi (4) |
|
|
1 Berkeley Precinct, Maypole, Birmingham
Date |
|
Document |
|
Parties |
|
Comments |
|
||||||
Headlease Documentation |
||||||
30.11.90 |
|
Lease |
|
S Royce & Son Limited (1) Ginos Dial-A-Pizza Limited (2) |
|
|
10.11.92 |
|
Licence |
|
S Royce & Sons Limited (1) GDP Realisations Limited (2) Perfect Pizza Limited (3) |
|
|
1.12.92 |
|
Assignment |
|
GDP Realisations Limited (1) Perfect Pizza Limited (2) |
|
|
Underlease Documentation |
||||||
9.08.94 |
|
Licence |
|
S Royce & Son Limited (1) Perfect Pizza Limited (2) Calgarth Limited (3) Robert Paul Williams (4) |
|
|
25.08.94 |
|
Underlease |
|
Perfect Pizza Limited (1) Calgarth Limited (2) |
|
|
26.08.94 |
|
Licence |
|
S Royce & Son Limited (1) Perfect Pizza Limited (2) Calgarth Limited (3) Kulbant Singh (4) |
|
|
106
255 London Road Mitcham Surrey
Date |
|
Document |
|
Parties |
|
Comments |
|
||||||
Headlease Documentation |
||||||
23.04.87 |
|
Lease |
|
Goodwin Associates Ltd United Biscuits (UK) Ltd |
|
|
21.11.91 |
|
Licence |
|
Goodwin Associates Ltd Grandmet Restaurants Ltd Perfect Pizza Ltd Scotts Hospitality Ltd |
|
|
21.11.91 |
|
Assignment |
|
Grandmet Restaurants Ltd Perfect Pizza Ltd |
|
|
Underlease Documentation |
||||||
18.04.00 |
|
Underlease |
|
Perfect Pizza Ltd Aref Kharouti |
|
|
06.11.00 |
|
Licence to Assign |
|
Perfect Pizza Ltd Aref Kharouti Mahmoud Zolfaghari & Maria Ca Fernandes |
|
|
20.02.03 |
|
Licence to Assign |
|
Perfect Pizza Ltd Mahmoud Zolfaghari & Maria Ca Fernandes Reza Babaysharife Zamine |
|
|
446 Chester Road New Oscott Sutton Coldfield
Date |
|
Document |
|
Parties |
|
Comments |
|
||||||
Headlease Documentation |
||||||
12.04.90 |
|
Lease |
|
David Owen Kenna (1) Jane Elizabeth Kenna (2) Ginos Dial a Pizza (3) |
|
|
22.03.05 |
|
Lease |
|
(1) David Owen Kenna and Jane Elizabeth Kenna (2) Perfect Pizza Limited |
|
|
Underlease Documentation |
||||||
22.03.05 |
|
Underlease |
|
Perfect Pizza Limited (1) P S Sokhi and G S Sokhi and M S Sokhi |
|
|
107
176 Corporation Road, Newport
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
21.05.91 |
|
Lease |
|
Hourpass Limited (1) Ginos Dial-A-Pizza Limited (2) |
|
|
14.04.92 |
|
Deed of Variation of Lease |
|
Hourpass Limited (1) Ginos Dial-A-Pizza Limited (2) |
|
|
23.10.92 |
|
Licence to Assign |
|
Fordway Investments Limited (1) G.D.P Realisations Limited (2) Perfect Pizza Limited (3) Scotts Hospitality Limited (4) |
|
|
29.10.92 |
|
Transfer |
|
G.D.P Realisations Limited (1) Perfect Pizza Limited (2) |
|
|
Underlease Documentation |
||||||
6.05.99 |
|
Underlease |
|
Perfect Pizza Limited (1) Miss H P Chave (2) |
|
|
10.05.99 |
|
Licence to Underlet |
|
Lalitaben Chandubhai Patel (1) Perfect Pizza Limited (2) Helen Pamela Chave (3) |
|
|
23.09.02 |
|
Licence to Assign |
|
L C Patel (1) Perfect Pizza Limited (2) H P Chave (3) F Difranco and C Fletcher (4) |
|
|
212a Wellingborough Road Northampton
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
19.12.90 |
|
Lease |
|
Mrs P K Sehmi (1) Grandmet Restaurants Ltd (2) |
|
|
|
|
|
|
|
|
|
23.10.91 |
|
Licence to Assign |
|
Mrs P K Sehmi (1) Grandmet Restaurants Ltd (2) Perfect Pizza Ltd (3) Scotts Hospitality Ltd (4) |
|
|
24.10.91 |
|
Assignment |
|
Grandmet Restaurants Ltd (1) Perfect Pizza Ltd (2) |
|
|
Underlease Documentation |
||||||
|
|
None |
|
|
|
|
108
21/22 The Green, Attleborough, Nuneaton
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
Headlease Documentation |
||||||
08.11.78 |
|
Lease |
|
Mr D A Greenway (1) Mr A B Plant (2) |
|
|
26.11.79 |
|
Assignment |
|
Mr A B Plant (1) T Dillon & Co Ltd (2) |
|
|
19.12.79 |
|
Licence |
|
Mr D A Greenway (1) Mr A B Plant (2) T Dillon & Co Ltd (3) |
|
|
11.12.87 |
|
Licence |
|
Mrs M E Greenway (1) Hil Ltd (2) Sales Jewellers Ltd (3) |
|
|
11.12.87 |
|
Assignment |
|
Hil Ltd (1) Zales Jewellers Ltd (2) |
|
|
03.11.88 |
|
Licence |
|
Mrs M E Greenway (1) Zales Jewellers Ltd (2) Dillons Newsagents Ltd (3) |
|
|
03.11.88 |
|
Assignment |
|
Zales Jewellers Ltd (1) Dillons Newsagents Ltd (2) |
|
|
11.10.89 |
|
Licence to Assign |
|
Mrs M E Greenway (1) Newdil Ltd (2) T & S Stores Plc (3) |
|
|
11.10.89 |
|
Assignment |
|
Newdil Ltd (1) T & S Stores Plc (2) |
|
|
27.11.98 |
|
Licence |
|
Mrs M E Greenway (1) T & S Stores Plc (2) Perfect Pizza Ltd (3) |
|
|
27.11.98 |
|
Assignment |
|
T & S Stores Plc (1) Perfect Pizza Ltd (2) |
|
|
Underlease Documentation |
||||||
2000 |
|
Agreement |
|
Perfect Pizza Ltd (1) Gurmit Mandeir, Bilhar Singh Garcha and Baljit Singh Garcha (2) |
|
Agreement signed but unexchanged. PPs Lease has expired so unable to exchange/complete subletting |
20.09.01 |
|
Court Application Cpr Part 8 |
|
Perfect Pizza Ltd (1) G Mandeir, B S Garcha and B S Garcha (2) |
|
|
21.09.01 |
|
Court Order |
|
Perfect Pizza Ltd (1) G Mandeir, B S Garcha and B S Garcha (2) |
|
|
2001 |
|
Underlease |
|
Perfect Pizza Ltd (1) G Mandeir, B S Garcha and B S Garcha (2) |
|
Signed and Uncompleted |
109
137 Yorkshire Street, Oldham, Greater Manchester
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
8.08.91 |
|
Lease |
|
Mellowbrook Limited (1) Ginos Dial-A-Pizza Limited (2) |
|
|
|
29.11.95 |
|
Assignment |
|
G.D.P (No.2) Limited (1) Perfect Pizza Limited (2) |
|
|
|
28.11.95 |
|
Licence to Assign |
|
Mellowbrook Limited (1) G.D.P (No.2) Limited (2) Perfect Pizza Limited (3) |
|
|
|
12.12.05 |
|
Rent Review Memorandum |
|
Mellowbrook Limited (1) Perfect Pizza Limited (2) |
|
|
|
Underlease Documentation |
|||||||
25.05.04 |
|
Agreement for Sub-Let |
|
Perfect Pizza Ltd (1) Ginos Express Ltd (2) Mr Kirit Patel (3) |
|
|
|
13.09.05 |
|
Licence to Sub-Let |
|
Mellowbrook Limited (1) Perfect Pizza Limited (2) Ginos Express Limited (3) Kirit Patel (4) |
|
|
|
7.10.05 |
|
Underlease |
|
Perfect Pizza Limited (1) Ginos Express Limited (2) Mr Kirit Patel (3) |
|
|
|
331 Penn Road, Wolverhampton
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
10.03.93 |
|
Lease |
|
Portrust Holdings Limited (1) Perfedt Pizza Limited (2) |
|
|
|
Underlease Documentation |
|||||||
|
|
No underlease is in place |
|
Current
occupying franchisee believed to be: |
|
|
|
110
Shop 2 and Flat 2, 71/73 High Street, Pitsea
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
25.11.04 |
|
Lease |
|
(1) Norton
Properties (Essex) Limited |
|
|
|
03.03.95 |
|
Lease |
|
(1) Stephen
Arthur Norton & Paul Kevin Norton |
|
2004 Lease By Reference to This Earlier Lease |
|
Underlease Documentation |
|||||||
25.10.05 |
|
Underlease |
|
Perfect Pizza Limited (1) Sundeep Singh Chhina (2) |
|
Includes Copies of Notice and Statutory Declaration Re Exclusions of Sections 24 to 28 of The Landlord and Tenant Act 1954 |
|
283/287 Barking Road Plaistow London E13
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
08.02.88 |
|
Lease |
|
Goodwin Associates Limited (1) United Biscuits (UK) Limited (2) |
|
|
|
30.10.91 |
|
Licence |
|
Goodwin Associates Limted (1) Grandmet Restaurants Limited (2) Perfect Pizza Limited (3) |
|
|
|
04.11.91 |
|
Assignment |
|
Grandmet Restaurants Limited (1) Perfect Pizza Limited (2) |
|
|
|
Underlease Documentation |
|||||||
13.03.88 |
|
Underlease |
|
Perfect Pizza Limited (1) Tahir Mahmood Akram (2) |
|
|
|
13.02.04 |
|
Licence to Assign |
|
Goodwin Associates Limited (1) Perfect Pizza Limited (2) M R Din & N Din (3) Z Hussain (4) |
|
|
|
19.10.01 |
|
Licence to Assign |
|
Goodwin Associates Limited (1) Perfect Pizza Limited (2) T M Akram (3) |
|
|
|
111
Ground & Lower Ground Floor & Basement 35 Mutley Plain, Plymouth, Devon
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
01.05.95 |
|
Underlease |
|
Southern Fast Foods Limited (1) Perfect Pizza Limited (2) |
|
|
|
Underlease Documentation Unit 1 |
|||||||
01.05.95 |
|
Underlease |
|
Perfect Pizza Limited (1) Taylor Made Pizza Co.Limited (2) |
|
|
|
01.05.95 |
|
Licence to Sub-Underlet |
|
Parman Group Limited (1) Southern Fast Foods Limited (2) Perfect Pizza Co.Limited (3) Taylor Made Pizza Co.Limited (4) |
|
|
|
29.09.95 |
|
Deed of Rectification |
|
Perfect Pizza Limited (1) Taylor Made Pizza Co Limited (2) Parman Group Limited & Southern Fast Foods Limited (3) |
|
|
|
Underlease Documentation Unit 2 |
|||||||
01.05.95 |
|
Licence to Sub-Underlet |
|
Parman Group Limited (1) Southern Fast Foods Limited (2) Perfect Pizza Limited (3) Taylor Made Pizza Co. Limited (4) |
|
|
|
01.05.95 |
|
Sub-Underlease |
|
Perfedt Pizza Limited (1) Taylor Made Pizza Co. Limited (2) |
|
|
|
29.09.95 |
|
Deed of Rectification |
|
Peffect Pizza Limited (1) Taylor Made Pizza Co. Limited (2) |
|
|
|
01.05.95 |
|
Licence for Alterations By Sub-Tenant |
|
Parman Group Limited (1) Southern Fast Foods Limited (2) Perfect Pizza Limited (3) Taylor Made Pizza Co.Limited (4) |
|
|
|
Ground Floor 16 London Road North End Portsmouth
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
13.07.89 |
|
Lease |
|
Mr A H G
Al-Baghdadi |
|
|
|
02.08.91 |
|
Licence |
|
Ahmed Hamdi
Gargis Al-Baghdadi |
|
|
|
21.08.91 |
|
Assignment |
|
Grandmet
Restaurants Ltd |
|
|
|
Underlease Documentation |
|||||||
19.12.90 |
|
Underlease |
|
Grandmet
Restaurants Ltd |
|
|
|
21.06.91 |
|
Licence to Assign |
|
Grandmet
Restaurants Ltd |
|
|
|
112
04.04.00 / |
|
Licence to Assign & Letter Signed By Mr Al-Baghadi |
|
A H G
Al-Baghdadi |
|
|
|
19.07.04 |
|
Licence to Assign |
|
Perfect
Pizza Ltd |
|
|
|
19.07.04 |
|
Reversionary Underlease |
|
Perfect
Pizza Ltd |
|
|
|
41 Whitley Street Reading Berkshire
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
13.05.88 |
|
Lease |
|
E.G.L. Cox
and Mrs J.M. Cox |
|
|
|
27.06.91 |
|
Licence to Assign |
|
E.G.L. Cox
and J.M. Cox |
|
|
|
27.06.91 |
|
Assignment |
|
Grandmet
Restaurants Ltd |
|
|
|
26.05.98 |
|
Licence to Assign |
|
Rd Cox Esq. |
|
|
|
Underlease Documentation |
|||||||
19.10.88 |
|
Underlease |
|
United
Biscuits (UK) Ltd |
|
|
|
07.02.01 |
|
Deed of Variation |
|
Perfect
Pizza Ltd |
|
|
|
83 Evesham Road, Headless Cross, Redditch
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
27.03.91 |
|
Lease |
|
Victor Michael Dormer & Patricia Anne Dormer (1) Ginos Dial a Pizza Limited (2) |
|
|
|
25.11.92 |
|
Licence to Assign |
|
V M Dormer & P A Dormer (1) G.D.P. Realisations Limited (2) Perfect Pizza Limited (3) |
|
|
|
27.11.92 |
|
Assignment |
|
G.D.P. Realisations Limited (1) Pefect Pizza Limited (2) |
|
|
|
113
18.10.91 |
|
Licence to Underlet |
|
Mr & Mrs V M Dormer (1) Ginos Dial a Pizza Limited (2) Messrs W Tonks Pj Tonks & J Tonks (3) |
|
|
|
Underlease Documentation |
|||||||
18.03.92 |
|
Underlease |
|
Ginos Dial a Pizza Limited (1) William Tonks Peter James Tonks & Jeffrey Tonks (2) |
|
|
|
08.07.93 |
|
Copy Licence to Assign |
|
V M & P A Dormer (1) W Tonks P J Tonks & J Tonks (2) E J P Tomlinson (3) |
|
|
|
08.07.93 |
|
Copy Licence |
|
Perfect Pizza Limited (1) Messrs W Tonks P J Tonks & J Tonks (2) E J P Tomlinson (3) |
|
|
|
18.06.02 |
|
Licence to Assign |
|
P A Dormer (1) Perfect Pizza Limited (2) E J P Tomlinson (3) M K Wade (4) |
|
|
|
143 Uxbridge Road Millend Rickmansworth Hertfordshire
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
02.05.00 |
|
Lease |
|
Sheila Evett |
|
|
|
Underlease Documentation |
|||||||
02.05.00 |
|
Underlease |
|
Perfect
Pizza Ltd |
|
|
|
354 Oldbury Road Rowley Regis Sandwell West Midlands
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
06.08.01 |
|
Lease |
|
The Borough
Council of Sandwell |
|
|
|
Underlease Documentation |
|||||||
06.12.04 |
|
Underlease |
|
Perfect
Pizza Ltd |
|
|
|
114
294 Prince of Wales Road, Sheffield
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
02.03.91 |
|
Lease |
|
Josephine Burke (1) Ginos Dial-A-Pizza Ltd (2) |
|
|
|
08.01.93 |
|
Assignment |
|
G D P Realisations Ltd (1) Perfect Pizza Ltd (2) |
|
|
|
13.02.95 |
|
Deed of Surrender |
|
Perfect Pizza Ltd (1) The Sheffield City Council (2) |
|
|
|
20.08.01 |
|
Deed of Rectification and Variation |
|
J Posen and Y Filip (1) Perfect Pizza Ltd (2) |
|
|
|
Underlease Documentation |
|||||||
01.11.04 |
|
Licence |
|
J Posen and Y Filip (1) Perfect Pizza Ltd (2) A M Hazara (3) |
|
|
|
01.11.04 |
|
Underlease |
|
Perfect Pizza Ltd (1) A M Hazara (2) |
|
|
|
33 Castle Foregate, Shrewsbury, Shropshire
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
03.04.91 |
|
Lease |
|
Susan Mary Good (1) Ginos Dial-A-Pizza (2) |
|
|
|
26.11.92 |
|
Assignment |
|
GDP Realisations Ltd (1) Perfect Pizza Ltd (2) |
|
|
|
Underlease Documentation |
|||||||
18.10.91 |
|
Underlease |
|
Ginos Dial-A-Pizza Ltd (1) Peter Price and David Pryce (2) |
|
|
|
25.10.94 |
|
Deed of Variation |
|
Perfect Pizza Ltd (1) P Price and D Pryce (2) |
|
|
|
24.01.95 |
|
Licence to Assign |
|
Perfect Pizza Ltd (1) P Price and D Pryce (2) G S Showker and C E Hardiman (3) |
|
|
|
19.02.01 |
|
Licence to Assign |
|
S M Good (1) Perfect Pizza Ltd (2) C E Hardiman (3) S S Khag, G Khag and K P Patel (4) |
|
|
|
115
81 Station Road Sidcup
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
01.08.88 |
|
Lease |
|
Mosspine Ltd |
|
|
|
18.03.04 |
|
Copy Letter Re. Rent Review |
|
From Consortium Properties Plc |
|
|
|
20.11.91 |
|
Licence |
|
Mohammad
Saeed Akhtar |
|
Gives Consent to Assignment to Perfect Pizza Ltd |
|
20.11.91 |
|
Assignment |
|
Grandmet
Restaurants Ltd |
|
|
|
Underlease Documentation |
|||||||
29.12.00 |
|
Licence to Sub-Let |
|
Mohammad
Saeed Akhtar |
|
|
|
29.12.00 |
|
Underlease |
|
Perfect
Pizza Ltd |
|
|
|
18.10.01 |
|
Licence to Assign |
|
Mohammed
Saeed Akhtar |
|
|
|
275 High Street Slough
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
10.03.97 |
|
Lease |
|
(1) Guys
Hospital Nominees |
|
|
|
10.03.97 |
|
Rent Deposit Deed |
|
(1) Guys
Hospital Nominees |
|
|
|
Underlease Documentation |
|||||||
27.11.00 |
|
Underlease With Provisions for Surrender |
|
Perfect Pizza Limited (1) Satnam Singh Khag and Isaac Chang Yeboah |
|
|
|
115 Elm Grove Southsea
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
18.05.87 |
|
Lease |
|
Trevian Properties Limited to United Biscuits (UK) Limited |
|
|
|
25.07.91 |
|
Licence |
|
Sarwan Singh Sohi and Inderjit Kaur Sohi (1) Grandmet Restaurants Limited (2) Perfect Pizza Limited (3) Scotts Hospitality Limited (4) |
|
|
|
116
25.07.91 |
|
Assignment |
|
Grandmet Restaurants Limited to Perfect Pizza Limited |
|
|
|
Underlease Documentation |
|||||||
01.04.05 |
|
Agreement for Underlease |
|
Perfect
Pizza Limited |
|
|
|
Unit 6 North Walls Salter Street Stafford
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
15.06.90 |
|
Lease |
|
Anglo
International Holdings Ltd |
|
|
|
03.11.92 |
|
Licence to Assign |
|
Anglo
International Holdings Ltd |
|
|
|
19.11.92 |
|
Copy Transfer |
|
GDP
Realisations Ltd |
|
Underlease Referred to Granted to David Ian & Christopher Bromley Appears to Have Been Superseded/ Surrendered |
|
06.06.96 |
|
Memorandum of Rent Review |
|
Signed On Behalf of Rayhelm Ltd |
|
|
|
Underlease Documentation |
|||||||
04.03.97 |
|
Licence to Underlet |
|
Rayhelm Ltd |
|
|
|
07.04.97 |
|
Underlease |
|
Perfect
Pizza Ltd |
|
|
|
Ground Floor Shop, 115/117 High St, Stevenage Hertfordshire
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
25.03.88 |
|
Lease |
|
Mr & Mrs G.H. Amis (1) United Biscuits (UK) Limited (2) |
|
|
|
Underlease Documentation |
|||||||
01.11.05 |
|
Underlease |
|
Perfect Pizza Limited (1) Sami & Samiha Limited (2) Mohammaed Sofi Ullah (3) |
|
|
|
117
01.11.05 |
|
Licence to Sublet |
|
Mr & Mrs G.H. Amis (1) Perfect Pizza Limited (2) Sami & Samiha Limited (3) Mohammed Sofi Ullah |
|
|
|
812 Harrow Road Sudbury Middlesex
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
20.09.89 |
|
Lease |
|
Sukhdev
Singh Chhatwal |
|
|
|
14.05.99 |
|
Licence |
|
Sukhdev
Singh Chhatwal |
|
|
|
27.05.92 |
|
Assignment |
|
Grandmet
Restaurants Ltd |
|
|
|
22.01.98 |
|
Licence to Underlet |
|
Sukhdev
Singh Chhatwal |
|
|
|
26.07.99 |
|
Licence to Underlet |
|
Sukhdev
Singh Chhatwal |
|
|
|
Underlease Documentation |
|||||||
17.08.99 |
|
Underlease |
|
Perfect
Pizza Ltd |
|
|
|
60 Cricklade Road, Swindon, Wiltshire
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
15.07.87 |
|
Lease |
|
Buyquick Limited (1) Mann & Co (South Coast) Ltd (2) |
|
|
|
21.03.89 |
|
Assignment |
|
Mann & Co (South Coast) Ltd (1) Taylors Estate Agents Ltd (2) |
|
|
|
24.06.91 |
|
Assignment |
|
Taylors Estate Agents Ltd (1) Ginos Dial-A-Pizza Ltd (2) |
|
|
|
24.06.91 |
|
Deed of Variation |
|
D J Norris and M V Norris (1) Taylors Estate Agents Ltd (2) Ginos Dial-A-Pizza Ltd (3) |
|
|
|
04.11.92 |
|
Licence |
|
D J Norris and M V Norris (1) G D P Ltd (2) Perfect Pizza Ltd (3) |
|
|
|
118
13.11.92 |
|
Assignment |
|
G D P Realisations Ltd (1) Perfect Pizza Ltd (2) |
|
|
|
Underlease Documentation |
|||||||
02.02.05 |
|
Underlease |
|
Perfect Pizza Ltd (1) Prem Kumar (2) |
|
|
|
Unit 11 Meadway Shopping Centre Tilehurst
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
31.08.01 |
|
Licence for Alterations |
|
Neighbourhood
Retail Limited Partnership |
|
|
|
31.08.01 |
|
Letter |
|
Neighbourhood Retail Limited Partnership |
|
|
|
31.08.01 |
|
Lease |
|
(1) The Neighbourhood Retail Limited Partnership (2) Perfect Pizza Limited |
|
|
|
Underlease Documentation |
|||||||
22.01.02 |
|
Underlease |
|
Perfect
Pizza Limited |
|
|
|
Shop 3 & Flat 3 York Parade Trench Wood North Tonbridge
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
02.10.89 |
|
Licence to Sub-Let and Change Use |
|
Bhupesh
Harshad Rana & Sudhir Thakarshi Wadhia |
|
|
|
02.10.89 |
|
Underlease |
|
Derek
William Overy & Christine Annie Overy |
|
Perfect Pizza Have Provisionally Agreed Terms With Mr and Mrs Overy to Extend Their Underlease But No Draft Has Yet Been Received (However Please See Enclosed Letter and Enclosure From Gaby Hardwicke Dated 11th October 2005) Please Refer to Clause 2.1 of The Agreement for Underlease With Mr Ghodrati and Ms Kesheh for Details of Terms |
|
119
13.11.91 |
|
Licence to Assign |
|
Dw & Ca
Overy |
|
|
|
15.11.91 |
|
Assignment |
|
Grandmet
Restaurants Ltd |
|
|
|
27.10.05 |
|
Rent Review Memorandum |
|
Derek
William Overy & Christine Annie Overy |
|
|
|
Underlease Documentation |
|||||||
24.10.05 |
|
Agreement for Underlease (Includes Attached Draft Underlease & Notice & Statutory Declaration Both Dated 24.10.05 to Exclude Sections 24 to 28 of The Landlord & Tenant Act 1954) |
|
Perfect
Pizza Ltd |
|
Please Note This Agreement Is Conditional Please Refer to Its Terms for Details |
|
106 Camden Road, Tunbridge Wells, Kent
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
16.04.97 |
|
Lease |
|
CMS Properties (Kent) Ltd (1) Ursula Georgina Ball (2) Perfect Pizza Ltd (3) |
|
|
|
23.11.05 |
|
Lease |
|
CMS Properties (Kent) Ltd (1) Ursula Georgina Ball (2) Perfect Pizza Ltd (3) |
|
|
|
Underlease Documentation |
|||||||
09.09.05 |
|
Agreement for Underlease |
|
Perfect Pizza Ltd (1) Pizza Perfection Ltd (2) Heshmat Gholampour |
|
|
|
120
49 Arrow Park Road, Upton, Wirral
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
02.12.92 |
|
Licence |
|
Vaktro Properties Limited (1) G.D.P. Realisations Limited (2) Perfect Pizza Limited (3) |
|
|
|
22.02.91 |
|
Licence to Carry Out Works |
|
Vaktro Properties Limited (1) Ginos Dial a Pizza Limited (2) |
|
|
|
22.02.91 |
|
Lease |
|
Vaktro Properties Limited (1) Ginos Dial a Pizza Limited (2) |
|
|
|
27.01.04 |
|
Licence to Sublet |
|
Second Property Trding Limited (1) Perfect Pizza Limited (2) R Sethi (3) |
|
|
|
Underlease Documentation |
|||||||
27.01.04 |
|
Lease |
|
Perfect Pizza Limited Eastbrite Limited (1) R.Sethi (2) |
|
|
|
102 Cowley Road Uxbridge Middlesex
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
31.01.91 |
|
Lease |
|
Ajit Kaur Bangay (1) Grandmet Restaurants Limited (2) |
|
|
|
18.12.92 |
|
Licence |
|
Ajit Kaur Bangay (1) Scotts Hospitality Limited (2) |
|
|
|
Underlease Documentation |
|||||||
02.07.91 |
|
Underlease |
|
Grandmet Restaurants Limited (1) Mohammad Amin Choudhery (2) |
|
|
|
146/148 Halifax Road, Wadsley Bridge, Sheffield, South Yorkshire
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
04.11.94 |
|
Licence to Underlet |
|
Haworth & Airey Limited (1) Perfect Pizza Limited (2) Steven Biggin (3) |
|
|
|
22.05.92 |
|
Licence to Assign |
|
Haworth & Airey Limited (1) Grandmet Restaurants Limited (2) Perfect Pizza Limited (3) Scotts Hospitality Limited (4) |
|
|
|
121
15.01.88 |
|
Lease |
|
Haworth & Airey Limited (1) United Biscurits (UK) Limited (2) |
|
|
|
Underlease Documentation |
|||||||
03.02.95 |
|
Underlease |
|
Perfect Pizza Limited (1) S. Biggin (2) |
|
|
|
64 Woodcote Rd, Wallington, Surrey
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
11.12.87 |
|
Lease |
|
Co-Operative Wholesale Society Limited (1) United Biscuits (UK) Limited (2) |
|
|
|
18.10.91 |
|
Licence |
|
Co-Operative Wholesale Society Limited (1) Grandmet Restaurants Limited (2) Perfect Pizza Limited (3) |
|
|
|
23.10.91 |
|
Transfer |
|
Grandmet Restaurants Limited (1) Perfect Pizza Limited (2) |
|
|
|
29.10.96 |
|
Licence to Underlet |
|
Co-Operative Wholesale Society Limited (1) Perfect Pizza Limited (2) Euroseller 2 Limited (3) Ahmed Abd Al Chalabi (4) |
|
|
|
Underlease Documentation |
|||||||
12.03.03 |
|
Licence to Assign |
|
Sureshchandra Navinbhai Patel & Mandakini Sureshchandra Patel (1) Perfect Pizza Limited (2) Freshcontrol Limited (3) Kamran Khan & Haan Doran (4) |
|
|
|
08.10.97 |
|
Licence to Assign |
|
Co-Operative Wholesale Society Limited (1) Perfect Pizza Limited (2) Euroseller 2 Limited (3) Fresh Control Limited (4) Ahmed Adb Al Chalabi & Araf Kharouti (5) |
|
|
|
29.10.96 |
|
Underlease |
|
Perfect Pizza Limited (1) Euroseller 2 Limited |
|
|
|
99 Hersham Road Walton On Thames Surrey
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
28.02.86 |
|
Lease |
|
John St. Pierre Slatter & John Edwin Marchington Bridgers |
|
|
|
122
15.09.93 |
|
Deed of Licence and Variation of Lease |
|
John St. Pierre Slatter & John Edwin Marchington Perfect Pizza Ltd |
|
|
|
Underlease Documentation |
|||||||
16.12.04 |
|
Licence to Underlet |
|
John St.
Pierre Slatter & John Edwin Marchington |
|
|
|
10.01.05 |
|
Underlease |
|
Perfect
Pizza Ltd |
|
|
|
25a Midland Road Wellingborough Northamptonshire
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
07.03.89 |
|
Lease |
|
Southcross
Properties Ltd |
|
|
|
12.06.91 |
|
Licence to Assign |
|
Southcross
Properties Ltd |
|
|
|
Underlease Documentation |
|||||||
29.10.90 |
|
Underlease |
|
Grandmet
Restaurants Ltd |
|
|
|
15.08.01 |
|
Licence to Assign |
|
Ralph Elman |
|
|
|
385a High Street, West Bromwich
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
14.03.99 |
|
Lease |
|
Lamber Singh and Balbir Kaur (1) Ginos Dial-A-Pizza Limited (2) |
|
|
|
28.01.93 |
|
Licence to Assign |
|
Lamber Singh and Balbir Kaur (1) G.D.P Realisations Limited (2) Perfect Pizza Limited (3) Scotts Hospitality Limited (4) |
|
|
|
123
5.02.93 |
|
Assignment |
|
G.D.P Realisations Limited (1) Perfect Pizza Limited (2) |
|
|
|
Underlease Documentation |
|||||||
6.08.02 |
|
Underlease |
|
Perfect Pizza Limited (1) Gurmail Singh and Sukhvinder Singh Sidhu (2) |
|
|
|
15 Leicester Rd, Wigston, Leicestershire
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
08.02.02 |
|
Lease |
|
Mary Forryan (1) Perfect Pizza Limited (2) |
|
|
|
Underlease Documentation |
|||||||
03.10.05 |
|
Licence to Assign |
|
Perfect Pizza Limited (1) Cagneys Limited (2) Gurpal Singh Khag (3) |
|
|
|
21.03.03 |
|
Underlease |
|
Perfect Pizza Limited (1) Tarlaz Singh (2) |
|
|
|
164/166 The Broadway Wimbledon
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
09.05.90 |
|
Licence to Make Alterations |
|
Miss Mary
Caroline Loizou |
|
|
|
14.10.03 |
|
Lease |
|
M C Loizou |
|
|
|
Underlease Documentation |
|||||||
Undated |
|
Draft Underlease |
|
Perfect
Pizza Ltd |
|
Franchisee Will Not Complete Underlease As Believes Adjoining Occupier Is Encroaching - Further Instructions Awaited From Pp. |
|
124
Unit 2, 11/13 St Johns, Worcester
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
07.08.96 |
|
Licence to Sublet |
|
Highgold Properties Limited (1) Perfect Pizza Liited (2) G.S. Lola (3) |
|
|
|
27.10.92 |
|
Licence |
|
Highgold Properties Limited (1) GDP Realisations Limited (2) Perfect Pizza Limited (3) |
|
|
|
12.05.99 |
|
Deed of Rectification In Relation to Transfer |
|
Kindale Limited (1) Perfect Pizza Limited (2) |
|
|
|
30.01.91 |
|
Lease |
|
Highgold Properties Limited (1) Ginos Dial a Pizza Limited (2) |
|
|
|
Underlease Documentation |
|||||||
14.08.96 |
|
Underlease |
|
Perfect Pizza Limited (1) G.S.Lola (2) |
|
|
|
6 Broadwater Street West Worthing West Sussex
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
01.07.05 |
|
Lease |
|
Mohammed
Yaqoob Moten |
|
|
|
23.11.84 |
|
Lease |
|
Peter David
James Dancy |
|
|
|
15.08.88 |
|
Licence |
|
Peter David
James Dancy |
|
|
|
02.09.88 |
|
Licence |
|
Peter David
James Dancy |
|
|
|
02.09.88 |
|
Assignment |
|
John
Frederick Garlick |
|
|
|
10.08.89 |
|
Licence |
|
Peter David
James Dancy |
|
|
|
27.06.91 |
|
Licence |
|
Peter David
James Dancy |
|
|
|
27.06.91 |
|
Assignment |
|
Grandmet
Restaurants Ltd |
|
|
|
Underlease Documentation |
|||||||
04.07.05 |
|
Sub-Underlease |
|
Perfect
Pizza Ltd |
|
|
|
125
Unit 5, 3 Imperial Buildings, Kings Street, Wrexham
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
18.03.02 |
|
Lease |
|
Hermitage Investments Limited (1) Perfect Pizza Limited (2) |
|
|
|
Underlease Documentation |
|||||||
17.10.02 |
|
Underlease |
|
Perfect Pizza Limited (1) Mokhan Singh Gill (2) |
|
|
|
14 and 15 Abbotswood Yate Bristol
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
31.10.90 |
|
Lease |
|
Hourpass Ltd |
|
|
|
14.04.92 |
|
Deed of Variation of Lease |
|
Hourpass Ltd |
|
|
|
23.10.92 |
|
Licence to
Assign |
|
Fordway
Investments Ltd |
|
|
|
12.05.98 |
|
Licence to Assign |
|
Norman James
George Linton |
|
|
|
04.12.98 |
|
Licence to Assign |
|
Norman James
George Linton |
|
|
|
Underlease Documentation |
|||||||
28.11.97 |
|
Underlease |
|
Perfect
Pizza Ltd |
|
|
|
29.07.04 |
|
Licence to
Assign and Variation |
|
Perfect
Pizza Ltd |
|
|
|
20.02.04 |
|
Licence to Assign and Variation |
|
Kuldip Singh
Batth and Jaspal Batth |
|
|
|
126
98/100 Fishergate York
Date |
|
Document |
|
Parties |
|
Comments |
|
|
|
|
|
|
|
|
|
Headlease Documentation |
|||||||
02.07.1998 |
|
Lease |
|
Names Consultancy (Guernsey) Ltd (1) Perfect Pizza Ltd (2) |
|
|
|
Underlease Documentation |
|||||||
|
|
None |
|
|
|
|
|
127
SCHEDULE 6
SUPPLIER CONTRACTS
1 Agreement between (1) Biffa Waste Services Limited and (2) Perfect Pizza Limited dated 21 December 2005.
2 Agreement between (1) Biffa Waste Services Limited and (2) Perfect Pizza Limited dated 20 December 2004.
128
SCHEDULE 7
LEASING/HIRE AGREEMENTS
1 Hire agreement between the Company and Siemens Financial Services Limited dated 12 December 2005 for the hire of vending machine.
2 Vehicle leasing agreements dated 7 April 2005 between the Company, Linde Financial Services and Linde Creighton Limited relating to the following vehicles:
2.1 Linde R14 (115-AC) serial no. G1X115S50191;
2.2 Linde T20AP 01 (141-02) serial no. W4X14130041;
2.3 SRS Wrangler serial no. 551738204;
2.4 Linde R14 (115-AC) serial no. G1X115550201;
2.5 SRS Powerboss RS50 serial no. 504087134;
2.6 Linde T20AP01 (141-02) serial no. W4X141500396;
2.7 Linde T20AP01 (141-02) serial no. W4X141500397;
Linde T20AP01 (141-02) serial no. W4X141500398;
2.8 Linde T20AP01 (141-02) serial no. W4X141500399; and
2.9 Linde T20AP01 (141-02) serial no. W4X141500400.
3 Vehicle leasing agreements between the Company and Marshall Leasing Limited relating to the following vehicles:
3.1 Audi A4 1.9TDi registration YC52 LSF;
3.2 Audi A4 1.9TDi registration YC52 LRO;
3.3 Audi A4 1.9TDi registration AF03 JOA; and
3.4 VW Golf 1.9 TDI registration AV04 POU.
4 Agreement between the Company and Petit Forester for the lease of a Volkswagen van.
5 Agreement for the hire of a waste compacter at Gailey Park.
129
SCHEDULE 8
PART A
PERFECT PIZZA TRADE MARKS
Trade Mark Number |
|
Description |
2015961 |
|
The Perfect Pizza word and device (old logo) registered in the United Kingdom in classes 30, 39 and 42 on 30 March 1995 and renewed on 30 March 2005 |
2182923 |
|
The Perfect Pizza word and device (newer logo) registered in the United Kingdom in classes 30, 39 and 42 on 25 November 1998 |
2182912 |
|
The Perfect Pizza device (device only pizza chef) registered in the United Kingdom in classes 30, 39 and 42 on 25 November 1998 |
2182926 |
|
The Perfect Pizza device (device only pizza-man on roller-skates) registered in the United Kingdom in classes 30, 39 and 42 on 25 November 1998 |
2182962 |
|
The Perfect Pizza device (device only pizza-man on phone) registered in the United Kingdom in classes 30, 39 and 42 on 25 November 1998 |
2190267 |
|
The Perfect Pizza name (word only) registered in the United Kingdom in classes 30, 39 and 42 on 26 February 1999 |
PART B
GINOS PIZZA TRADE MARK
Trade Mark Number |
|
Description |
2015117 |
|
The Ginos Dial-a-Pizza device (Ginos logo) registered in the United Kingdom in classes 30, 39 and 42 on 22 March 1995 and renewed on 22 March 2005 |
PART C
OTHER BUSINESS INTELLECTUAL PROPERTY
The Domain Name
130
SCHEDULE 9
SPLIT CONTRACTS
1 Agreement between (1) Ryder plc and (2) Perfect Pizza Limited dated 1 May 2001.
2 Agreement between (1) Kysen Ltd (trading as Crossing OSullivan) and (2) Perfect Pizza Limited dated 3 January 2005.
3 Agreement between (1) Perfect Pizza Limited and (2) Flare Digital Limited dated 11 November 2004.
4 Agreement between (1) Perfect Pizza Limited and (2) Trevicart S.V.I. dated 1 October 2004.
5 Agreement between (1) Britvic Soft Drinks Limited and (2) Perfect Pizza Limited dated 1 January 2004.
6 Agreement between (1) Pizza Trading Co Ltd and (2) Perfect Pizza Limited dated 8 November 2005.
7 Agreement between (1) Perfect Pizza Limited and (2) Stateside Foods Limited dated 1 January 2004.
8 Agreement (not in writing) between Perfect Pizza Limited and Glanbia Cheese dated 20 November 2003.
9 Agreement (not in writing) between Perfect Pizza Limited and Dawn Farm Foods (UK) Ltd dated 14 December 2005.
10 Agreement (not in writing) between Perfect Pizza Limited and Ben & Jerrys Ice Cream dated 14 April 2005.
11 Agreement (not in writing) between Perfect Pizza Limited and Bar & Restaurant Foods Limited dated 8 October 2004.
12 Agreement (not in writing) between Perfect Pizza Limited and Charcuterie Continental dated 20 December 2005.
131
Signed
by DANIEL COUSINEAU |
) ) ) ) ) |
|
|
|
Signed
by A C SHERRIFF |
) ) ) ) ) |
|
|
|
132
EXHIBIT 31.1
SECTION 302
CERTIFICATION
I, Nigel Travis, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Papa Johns International, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: April 25, 2006 |
/s/ Nigel Travis |
|
|
Nigel Travis |
|
|
Chief Executive Officer and President |
EXHIBIT 31.2
SECTION 302
CERTIFICATION
I, J. David Flanery, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Papa Johns International, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: April 25, 2006 |
/s/ J. David Flanery |
|
|
J. David Flanery |
|
|
Senior Vice President
and Chief Financial |
EXHIBIT 32.1
I, Nigel Travis, Chief Executive Officer and President of Papa Johns International, Inc. (the Company), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
1. The Report on Form 10-Q of the Company for the quarterly period ended March 26, 2006 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date:April 25, 2006 |
/s/ Nigel Travis |
|
|
Nigel Travis |
|
|
Chief Executive Officer and President |
EXHIBIT 32.2
I, J. David Flanery, Senior Vice President and Chief Financial Officer of Papa Johns International, Inc. (the Company), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
1. The Report on Form 10-Q of the Company for the quarterly period ended March 26, 2006 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 25, 2006 |
/s/ J. David Flanery |
|
|
J. David Flanery |
|
|
Senior Vice President and Chief |
|
|
Financial Officer |