The founder and former CEO of Prezzo, Jonathan Kaye, has been named as the new chief executive of the Richoux Group.
Kaye, one of the restaurant industry’s best-known bosses, is seen as the man to spearhead the operator’s expansion. It currently manages 23 restaurants under the Richoux, Dean’s Diner and Villagio brands.
Richoux said the appointment of Kaye as CEO does not require shareholder approval, however the board also wishes to appoint him as a director, which is conditional upon a shareholder vote.
This is because it believes that such a vote is appropriate to ensure that the appointment of Kaye has the support of shareholders in the company.
The board is also proposing that an incentive share grant be made to Kaye which will give him the right to acquire up to 23 million ordinary shares in the company, equivalent to 20% of the fully diluted ordinary share capital of the company.
“The share incentive will be subject to a minimum holding period and share price targets which will provide a substantial return to all shareholders,” it stated. “Due to the size of the share incentive grant, the board believes it is appropriate to ensure that the share incentive has the support of shareholders.”
It disclosed that a number of Kaye’s extended family members have an existing shareholding in the company. In particular, Phillip Kaye, his uncle, is its largest shareholder, holding 22 million ordinary shares and representing 24% of its share capital.
Due to the close family link, Kaye and members of his extended family are considered a ‘concert party’ which would require the company to seek consent from the Panel on Takeovers and Mergers to waive an obligation that would normally require a general offer to be made as a result of the issue of ordinary shares under the share incentive.