Professional Documents
Culture Documents
PROJECT BAIT
Innovative and growing brand in the
Food Services Sector
INFORMATION MEMORANDUM – STRICTLY PRIVATE AND CONFIDENTIAL
Table of contents
SECTION PARTICULARS PAGE SECTION PARTICULARS PAGE
1 Important Notices 4 4.7 LBG’s Organization Structure 18
2
INFORMATION MEMORANDUM – STRICTLY PRIVATE AND CONFIDENTIAL
Glossary
Term Abbreviation/ explanation
Term Abbreviation/ explanation
AED Arab Emirates Dirhams
LFC London Fish & Chips
ATG Anatolia Turkish Grill
MENA Middle East and North Africa
CAGR Compounded Annual Growth Rate
POS Point of Sale
ERP Enterprise Resource Planning
QSR Quick Service Restaurants
F&B Food and Beverages
R&D Research and Development
GCC Gulf Co-operation Council
SAR Saudi Arabian Riyal
GDP Gross Domestic Product
TGIF T.G.I. Friday's
HR Human Resources
UAE United Arab Emirates
IT Information Technology
UK United Kingdom
KSA Kingdom of Saudi Arabia
USD United States Dollar
LBG London Business Group
3
INFORMATION MEMORANDUM – STRICTLY PRIVATE AND CONFIDENTIAL
1. Important Notices
Introduction The IM has been prepared solely for information purposes, in order to assist
interested parties in evaluating the investment opportunity. It should not be
This Information Memorandum (“IM”) is issued by the owners (the “Owner”) of deemed to be a prospectus prepared in connection with a general public offering
London Business Group (the “Company”) in relation to the placement of an and does not purport to contain all of the information that a prospective investor
equity stake in the Company to a suitable investor (the “Transaction”). The IM is may require. There is no obligation on the part of IdealMC or the Founder/
for the exclusive use of the persons to whom it is addressed in connection with management of the Company (the “Management”) to update the information
the Transaction. Ideal Management Consultants (“IdealMC”) has not concluded contained in this IM should there be any change in the affairs of the Company, its
audit, due diligence, taxation, legal or other services. future prospects or performance, following the issue of this IM. Certain
information contained in this IM constitutes “forward-looking statements”,
The sole purpose of this IM is to assist the recipient in deciding whether it wishes
which can be identified by the use of forward-looking terminology such as “may”,
to proceed with a further investigation on the Company. It is not intended to
“will”, “should”, “expect”, “anticipate”, “project”, “estimate”, “envisage”,
form the basis of any investment decision. It is recommended that interested
“intend”, or “believe” or the negatives thereof or other variations thereon or
parties should consult their professional advisors on matters referred to in this
comparable terminology. Due to various risks and uncertainties, actual results or
IM. No information contained herein shall constitute advice to prospective
the actual performance of the Company may differ materially from those
investors in respect of their position on this matter.
reflected or contemplated in such forward looking statements. While the
Confidentiality statements contained in this IM have been carefully developed, they represent
the Management’s views, and have been arrived at on the basis of the best
All of the information provided in this IM is strictly confidential to the recipient of information available at the date of this IM, they have not been subjected to
this document and must not be disclosed to any other party or used for any independent verification, and no representations or warranties are made as to
purpose other than for assessing the investment opportunity presented herein. the accuracy or completeness of such statements. Therefore, parties associated
In accepting delivery of this IM, the recipient acknowledges and confirms its with the preparation of this IM shall have no liability for any statements,
agreement that this IM, and all of the information contained in it, is information opinions, information or matters (express or implied) arising out of, contained in,
supplied under the Non-Disclosure Agreement (“NDA”) previously executed by or derived from, or for any omissions from, or any errors in, this IM or any other
the recipient, and that the recipient shall observe and perform all the covenants written or oral communications to the recipient in relation to the Company or
and agreements required under the same NDA. Anyone who has not signed the the Transaction. It is recommended that parties interested in investing should
NDA is not authorised to receive this IM. To preserve strict confidentiality, the consult their professional advisors on matters referred to in this IM. No
Transaction should be referred to as “Project Bait” in all communications. information contained herein shall constitute advice to prospective investors in
respect of their personal position. In all cases, interested investors should,
Purpose and limitations amongst other things, conduct their own investigation and analysis in relation to
This IM is not an offer or an invitation to the general public to invest in the the acquisition of an equity stake in the Company and the information set forth
Company. It has been prepared solely for distribution to a limited number of in this IM.
institutional or sophisticated investors who have specifically expressed an
interest in investing in the Company. It has not been subject to any regulatory
filing or review.
Owners’ rights
The provision of this IM is not a representation to any recipient or any other
person that a Sale and Purchase Agreement (“SPA”) will be executed with that or
any other party. The Owner may at any time negotiate with one or more
potential investors and enter into a contract without prior notice to any or all
interested parties. Furthermore, the Owner reserves the right to terminate, at
any time, further participation in the Transaction by any or all parties, or to
modify the process. The Owner will not be responsible for, or pay, any costs,
expenses or losses which may be incurred by any interested party in connection
with the Transaction.
Currency
Unless otherwise specified, all financial figures in this IM are stated in Arab
Emirates Dirhams.
2. Executive Summary
▪ Food services has emerged as one of the most vibrant sectors in the GCC.
▪ GCC food services market was valued at USD 16.5 billion in 2012 and is expected to grow to USD 24.5 billion by 2018.
▪ Saudi Arabia leads the region accounting for nearly half of the GCC market. The UAE remains the second largest contributor generating
Market snapshot around 30% of the region’s demand.
▪ Fast food or Quick Service Restaurants (QSR) has emerged as the largest segment in the GCC accounting for almost 60% of the market.
▪ The segment has gained significant traction with its “low-cost, quick service” value proposition coupled with the breadth of international
cuisines and brands.
▪ LBG was established in 2001 and focuses on the fast food and casual dining segments.
About London ▪ Since inception, LBG’s promoters have strived to be the franchisor of home-grown brands.
Business Group ▪ LBG has dedicated its efforts to realize this vision across fine dining, casual dining, fast food and confectionery segments.
▪ LFC was launched in 2001 as a fast food outlet in the Quick Service Restaurant (“QSR”) category.
▪ The idea was to replicate a 150-year-old English street food concept into the regional market and to build it out into a multi-regional
seafood oriented chain.
London Fish& ▪ LFC has maintained an authentic English outlook in the décor, design and menu offerings across company-owned and franchise-owned
outlets. The ambience along with the original flavours has helped LFC to set itself apart from the other sea-food chains in the market.
Chips
▪ LFC won the What’s On award (2013 & 2015) for Best British Restaurant category in UAE.
▪ At present, LFC has over 30 outlets (company and franchisee owned) as between KSA and UAE.
▪ LFC has also signed franchise contracts in Oman for 5 outlets and in Egypt for 25 outlets.
▪ Anatolia Turkish Grill was launched in 2010 in the casual dining restaurant category.
▪ ATG specializes in authentic Turkish cuisine in an elegant and modern way akin to the classy restaurants of the city of Istanbul.
Anatolia Turkish ▪ ATG sources key ingredients from Turkey and employs Turkish chefs in order to deliver an authentic offering similar to the dining outlets in
Turkey.
Grill
▪ Residents of Turkish origin in UAE and KSA see ATG as an authentic Turkish eatery.
▪ ATG has 4 company-owned outlets in KSA and UAE along with a pilot franchise outlet in UAE.
▪ LBG plans to expand the footprint of LFC & ATG both on the own store and the franchise fronts.
▪ Management is currently studying franchise inquiries from other GCC countries for LFC and franchise inquiries from the Northern Emirates
for ATG
Expansion plan
▪ Over the next 3 to 5 years, the Management aims to achieve a 2:1 ratio in favour of franchise units.
ACTIVITIES IN GCC Fig 1: GCC Food Retail Sales (USD billion, % of GCC total)
▪ Saudi Arabia and UAE are the largest markets in the GCC region primarily due KSA
60% USD 59 bn USD 83 bn USD 106bn
to the population size and the large tourist inflows – religious and leisure – UAE
50%
into these two destinations. Local and international restaurants - fast food and
40% Kuwait
causal dining - are successfully making inroads into the GCC region through
franchise agreements which remain the preferred method of doing business in 30% Oman
the region. 20% Qatar
▪ In Saudi Arabia, religious tourists form the largest group of visitors primarily to 10% Bahrain
perform Hajj and Umrah and to visit the Holy Sites throughout the year. The 0%
Kingdom attracted 18 million international tourists in 20151. 2007 2012 2017F
Sources: Euro monitor; A.T. Kearney
▪ Leisure and business are both major factors that are driving traveller inflows
into the UAE. The country has successfully positioned itself as a premium MARKET SIZE
tourist destination and international logistics hub in the region; 15 million
tourists visited the UAE in 20151. The number of arrivals in UAE is expected to The GCC food services market was valued at USD 16.5 billion in 2012 and is
substantially increase in the coming years during Dubai's run up to Expo 2020. expected to grow to USD 24.5 billion by 2018 (Fig.2). Saudi Arabia leads the
region accounting for nearly half of the GCC market. The UAE remains the
▪ During its six-month run, Expo 2020 is forecast to draw around 20 million second largest contributor generating around 30% of the region’s demand.
visitors to the Dubai-based on government projections. Strategic events such
Fig 2: GCC market size by country
as the Dubai Food Festival and the long established Dubai Shopping Festival
6%
which runs along the peak annual holiday season in December/ January form 6% 2%
2% 8%
part of the government’s initiatives designed to celebrate and enhance 7%
Dubai's and the UAE's global status as the region's gastronomic capital. 10%
Bahrain 9%
▪ Food retail sales have reported the highest numbers in KSA and UAE within the 2012
Oman 2018
GCC due to higher tourist arrivals and subsequent growth in F&B demand CAGR: 6.8%
Qatar
(Fig.1). Kuwait
UAE 28% 47%
KSA 46%
29%
1 World Tourism Rankings
Sources: IMF, BMI, PwC Report 2015
▪ Italian migrants passing through English ▪ British consumers eat some 382 million portions of fish and chips every year.
towns and cities sensed a business That's six servings for every man, woman and child.
opportunity and set up shops in Scotland, ▪ 80% of the people visit fish and chip shops at least once a year in the UK, while
Wales and Ireland. 22% of people visit fish and chip shops every week.
t fish from all over Atlantic, Iceland and
▪Development of steam trawler brough ▪ 56% of people buy fish and chips to eat in the home as a family meal.
sy and fast distribution of the fish .
Greenland and the railways allowed ea
▪ Fish and chips as a nutritious meal concept has also spread to Ireland, Australia,
▪ To keep prices down, portions were often wrapped in old newspaper - a
Canada, New Zealand, South Africa and USA.
practice that survived as late as the 1980s.
▪ Outlets range from small affairs known as fish and chip shops to chain
▪ The British National Federation of Fish Friers was founded in 1913.
restaurants. Locally owned mobile "chip vans“ are also popular in many places.
▪ Fish & chips became a staple of the working-class diet during the First World
▪ In New Zealand and Australia, fish and chips is a popular business and income
War, providing a cheap and nutritious hot meal. The profit margins were too
source among the Asian community, particularly Chinese migrants.
small for large chains to be established, so the ‘chippie’ retained its personal,
neighbourhood character.
10
INFORMATION MEMORANDUM – STRICTLY PRIVATE AND CONFIDENTIAL
Sugar Sprinkles
Sugar Sprinkles Partnered in Sugar shareholder Transferred
Sprinkles brand with Sugar Sprinkles structure shares to co-
one of the LBG co- opens 2 new rejected by founder based in
founders branches SAGIA KSA
No of outlets
10
30
8
20 38
6
34
30 4
26
10 20 20 19 22
2
3 4 4 4 1 4 1 7 3
7 1 2 11 19 27 35 43
2 10 5 13 7 16 9
0
5 5 0
2011 2012 2013 2014 2015 2016 2017F 2018F 2019F 2020F 2011 2012 2013 2014 2015 2016 2017F 2018F 2019F 2020F
TYPES OF FRANCHISE
- 10 years (renewal subject - 10 years (renewal subject to mutual consent) - 10 years (renewal for an additional two successive
Contract to mutual consent) terms of 10 years each)
duration
Payment terms - 100% of the upfront fees - 20% of the upfront fees at the time of signing - 50% of the contract fee at the time of signing LOI;
at the time of signing LOI. LOI; - Remaining 50% to be paid on a pro-rata basis under
- Remaining 80% payable upon signing of the the outlet opening development schedule.
franchise agreement.
Franchise fee - Upfront fee: USD 30K - Upfront fee: USD 50k - Contract fee for each country: minimum USD 100k
per outlet - Royalty: 7% - Royalty: 7% - Royalty: 6%
- Marketing fee: 2% - Marketing fee: 2% - Marketing fee: 2%
Selection - Applicable for franchisees - Applicable for franchisees who plan to open - Applicable for franchisees who plan to open outlets
criteria who plan to open in a city multiple outlets in region within a country in within a country where LFC does not operate.
which has an existing LFC which LFC currently operates.
outlet
UAE SUPPLY CHAIN MANAGEMENT INFRASTRUCTURE AND LOGISTICS FOR SUPPLY CHAIN MANAGEMENT
LBG has implemented POS systems to help manage the daily operations of each
outlet. The system is a centralized IT system across all company-owned and
Warehouse Central Transit Store franchise-owned outlets. LBG has implemented “Restaurant Manager” (a fully
[2] Kitchen [3] [4] integrated Online Ordering Module) which are uploaded onto the POS hardware
procured from POSIFLEX (a globally renowned brand for touch-screen POS
Dry Franchised terminals).
products outlets [5]
[1B] LBG intends to integrate its existing IT systems into a single ERP system to support
Condiments and packaging [2A] its future growth plans.
Own Outlets
Suppliers [1]
[6]
Frozen products [1A]
PROCUREMENT
KSA SUPPLY CHAIN MANAGEMENT
Board of
Directors
Managing
Director
Restaurant
Head Chef Area Manager Area Manager
Manager
(1) (1) (2)
(4)
Restaurant
Team Leader Team Leader
Supervisor
(4)
(8) (16) LBG (Shared service for both brands)
▪ LBG employs around 450 people split across LFC, ATG, its headquarters (shared service team) and outsourced staff.
▪ LBG provides shared service support (except marketing) to the brands from offices in KSA and UAE.
▪ Given LFC’s large scale of operations, each country has been assigned an operations manager (to manage own outlets) and a compliance officer (to manage
franchisees).
▪ ATG has a single operations manager that supervises all its outlets in KSA and UAE.
Important Executive GCC Food London Business Financial Bank
Notices Summary Services Market Group Statement Assumptions Appendix Disclaimer
Borrowings
18
INFORMATION MEMORANDUM – STRICTLY PRIVATE AND CONFIDENTIAL
KEY PERSONNEL
▪ Nader is the Operations Manager in Saudi Arabia; ▪ Abdullah is the Operations Manager in Saudi Arabia;
▪ He has 24 years of industry experience; ▪ He has 10 years of industry experience;
▪ He is responsible for the restaurant operations in KSA ▪ He is responsible for the restaurant operations in KSA along
along with new business development, menu with new business development, menu development and
OPERATIONS development and logistics for the KSA operations. OPERATIONS logistics for the KSA operations.
MANAGER MANAGER
The future development plan over the next 5 years will be focused on Key Development
Areas Short-term Mid-term Long-term
five key areas which support LBG’s growth. Given below are the key
areas and specific focus points of the development plan: ▪ Implement suitable
▪ Centralized kitchen ERP system
KEY AREAS OF THE DEVELOPMENT PLAN in UAE and KSA ▪ Integrate supply ▪ Fully integrate ERP
SUPPLY CHAIN chain systems across all
▪ Centralized
▪ New concepts ▪ Streamline food outlets
logistics process
trading division
▪ Launch of prototype
▪ Focus on
▪ Kick start market expansion within
▪ Key role hiring R&D
▪ Expand franchise ▪ Market research for
GEOGRAPHY penetration into USA and Canada
▪ Operational training outlets USA and Canada
USA and Canada ▪ Target new
geographies
▪ Develop the
HR Franchise ▪ Spin-off the franchise model for
▪ Monitor and focus
franchise new concepts
FRANCHISE on franchises in
Key Focus operations into a ▪ Target franchise
Areas Egypt and Oman
new entity ratio of 2:1 in favor
of franchised units
▪ USA
▪ Canada
▪ Roll out new menus
▪ Sourcing and Logistics ▪ Research on
in ATG and LFC ▪ Create separate methods to
▪ ERP Implementation R&D ▪ Concept creation of R&D division increase in-house
▪ Policy and Procedures new brands production
London Fish & Chips 33 UAE, KSA, Oman, Egypt USD 10 Kosebasi 11 All over GCC USD 20
Bob’s Fish & Chips 4 UAE USD 20 Anatolia Turkish Grill 5 UAE, KSA USD 20
Hyde Fish & Chips 1 UAE USD 11 Istanbul Flower 3 UAE USD 30
30 45 Bosphorus
Harry Ramsdens
Average check per person (USD)
10 15
Ocean Basket
10
5
5
0 0
0 5 10 15 20 25 30 35 40 0 2 4 6 8 10 12
Number of outlets Number of outlets
• LFC and ATG have not shut down a single owned store for want of business - this speaks volumes about the endurance and recognition of both brands.
• Strategic focus to develop the franchise model on both LFC & ATG in existing as well as new regional markets.
• Value-creation opportunity for new investor by strengthening the existing operational structure and building further on the LBG brand platform.
MARKET PENETRATION PRICING FACTOR LFC FRANCHISE ATG FRANCHISE COST RATIONALIZATION INTEREST COST
GROWTH GROWTH
✓ Expansion of own ✓ LFC and ATG menus ✓ Coordination with ✓ Franchise strategy ✓ Undertaking strict ✓ Restructuring loan
outlets in KSA and have been priced existing franchisees has been developed initiatives in order to facilities availed
UAE to cover a larger competitively to ramp up new and its pilot project optimize operating from the banks to
foot-print outlets has been running costs reduce its interest
✓ Moderate pricing
since 2015. ✓ Improving margins costs.
✓ Expansion into new revision is expected ✓ Negotiating with
geographies such as to boost revenue potential franchisee ✓ Currently addressing as well as reducing
USA and Canada while retaining its operators in Kuwait enquires to franchise wastage through
customer base and Qatar. ATG in UAE implementation of
controlled ordering
✓ Exploring spin-off
process
concepts of ATG in
confectionery & QSR
segments.
5. Financial Statement
Projected Income Statement (LFC + ATG) all figures in AED ‘000s
Audited Estimated Projected
Particulars
2013 2014 2015 2016 2017 2018 2019 2020
Sales 76,144 74,620 64,962 60,193 70,060 88,116 108,363 130,255
Food & Papercost 25,668 24,982 21,012 18,677 21,056 26,415 32,167 38,417
Gross profit 50,476 49,638 43,949 41,516 49,004 61,700 76,197 91,838
Staff costs 11,740 12,283 11,952 11,321 13,191 16,674 20,231 23,874
Operational expenses 15,629 15,918 17,848 16,489 20,741 26,831 33,085 39,519
Total expenses 27,369 28,201 29,800 27,810 33,932 43,505 53,315 63,393
Store operating income 23,107 21,438 14,149 13,706 15,072 18,195 22,881 28,445
General & Adminexpenses 13,530 10,964 12,899 10,178 10,591 11,045 11,521 12,019
Franchise income 908 1,859 3,852 1,924 3,378 5,039 6,924 8,834
Indirect income 627 675 652 272 267 278 290 301
EBITDA 11,111 13,008 5,753 5,725 8,126 12,467 18,574 25,561
Notes:
• Sales projection assumes branch expansion in 2017 & beyond (including owned stores necessitating the relatedcapex)
• Management accounts and financial statements for 2016 are still under preparation.
6. Assumptions
Particulars of ATG 2016 2017 2018 2019 2020
This is an overview of the assumptions used in the Financial Model (‘’Model’’) and
serves as an aid to study the Model. These assumptions are all taken from LBG ATG UAE Sales Growth - 3% 3% 2% 2%
Management.
ATG UAE Corporate Stores 2 3 4 5 6
The Model projects the numbers for 4 full years of business operations starting ATG UAE Franchise Sales
from 1st January 2017. Growth - 4.5% 4.5% 4.5% 4.5%
The three revenue streams for LBG are (1) the owned stores of LFC & ATG, (2) the ATG KSA Sales Growth - 3% 3% 2% 2%
franchise fee income from LFC & ATG, and (3) the trading income from providing ATG KSA Corporate Stores 2 4 6 8 10
supplies to the franchisees. The revenue assumptions have been grown based on
the founder’s projections as to annual sales growth increase, new corporate store Cost assumptions
openings and new franchise outlet openings.
The shop level costs have been classified into three broad areas – food & paper
Particulars of LFC 2016 2017 2018 2019 2020 costs, staff costs and operational expenses. The Head Office costs have been
classified into two broad areas – staff costs and G&A expenses.
LFC UAE Sales Growth - 3% 2% 2% 2%
Food & Paper Costs
LFC UAE Corporate Stores 8 10 12 14 16
• LFC UAE: Assumed at 30% of sales for all years
LFC UAE Franchise Stores 4 5 6 7 8
• LFC KSA: 35% of sales for all stores except the following outlets - Industrial,
LFC KSA Sales Growth - 4.5% 4.5% 4.5% 4.5% Localizer, Aziz & Arabia stores at 39% and Granada store at 31% based on
historical costs.
LFC KSA Corporate Stores 14 16 18 20 22
• ATG UAE: 27% of sales
LFC KSA Franchise Stores 5 5 5 5 5
• ATG KSA – 25% of sales
LFC Franchise Sales Growth 3% 3% Staff Costs & Operational Expenses
(Egypt, Oman, New Market) - 2% 2%
Projected annual increases of 2% and 5% for stores and head office respectively.
LFC Other Franchise Stores For ATG UAE, staff cost reduction of 15% is assumed in 2017 alone as a result of
(Egypt, Oman, New Market) 2 9 16 23 30
the restructuring exercise. Staff cost increases assumed at 2% p.a. from 2018
onwards for ATG UAE.
For new branches, staff & operational expense percentages have been projected Particulars (Continued) 2017 2018 2019 2020
using the actual cost of an existing store that is representative of each segment.
ATG UAE 1 1 1 1
• LFC UAE – Deira City Centre ATG UAE - Ibn Battuta
ATG KSA - Tahliya Capex per branch (AED ‘000s) 1,500 2,000 2,000 2,000
• LFC KSA – Red Sea
ATG UAE new owned stores’ operational costs have been assumed to be 5% ATG KSA 2 2 2 2
lower than the existing stores.
Capex per branch (SAR ‘000s ) 1,800 1,800 1,800 1,800
Renovation assumptions
Warehouse UAE (AED 000s) 2,500 - - -
The renovation of an individual store is assumed to result in a loss of 3 months’
revenue. The store renovation cost has been assumed as below: Warehouse KSA (SAR 000s) 1,500 - - -
LFC UAE 1 1 1 1
LFC KSA 3 2 2 2
ATG UAE 1 1 - -
ATG KSA - 1 1 -
Capex assumptions
The schedule of new owned store openings and the associate capital expenditure
has been assumed as below:
Particulars 2017 2018 2019 2020
LFC UAE 2 2 2 2
LFC KSA 2 2 2 2
7. Bank Borrowings
7.1 LFC UAE all figures in AED ‘000s
Principal
Drawdown Interest Outstanding as of
Lender Loan Type Loan Term
Date Rate 31 Dec 2016
B. SAUDI ARABIA
C. QATAR
D. OMAN
D. OMAN (Continued)
7. Disclaimer
The financial model projects only the results and the implications arising from making certain assumptions about the business case as envisaged by the Owner. While the
Consultants have taken precautions while preparing the financial model with regard to the data integrity as well as consideration to the feedback received from the Owner,
the assumptions and the financial model neither constitute an advice on IdealMC’s part about the viability of the business case nor any indication about the ability of the
Owner to achieve the projected results.
Appropriate due diligence shall be carried out by the users of the document for their purposes. The responsibility of substantiating the projected numbers for LBG in terms
of accuracy, reasonability and implementation solely rests with the Owner of LBG.