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Young and Co.'s Brewery, P.L.C
The following information relates to Young and Co.’s Brewery, P.L.C. (the "company"), a public limited company. It was last updated on 25 February 2008. Apart from those sections marked with an asterisk (which are required to be mentioned under the Companies Act 1985 or the Companies Act 2006 but not under the AIM Rules), the following information is being disclosed for the purposes of rule 26 of the AIM Rules.
Registered office and company number
Registered office*
Riverside House
26 Osiers Road
Wandsworth
London SW18 1NH
Registered number*: 32762
General
Country of incorporation: England
Place of registration*: England and Wales
Main country of operation: England
Business description
The company’s principal activities comprise the management and operation of, and the selling of food and drink through, its pub estate. As at 29 September 2007, it had 112 managed pubs and 104 tenanted or leased ones, principally located in London and the South East. The company also has a 40% shareholding and interest in a brewing and distribution joint venture, Wells & Young’s Brewing Company Limited.
Current constitutional documents
Memorandum of association
Please click here for a copy of this.
Articles of association and copies of resolutions annexed to them.
Please click here for a copy of the articles of association and here for a copy of the resolutions annexed to them.
Shareholder reports
Most recently published annual report
Please click here for a copy of this.
Most recently published half-yearly report
Please click here for a copy of this.
Regulatory news and circulars
Issued in 2008
Please click here for copies of these.
Issued in 2007
Please click here for copies of these.
Board members: names, brief biographical details and responsibilities
The company’s board comprises the following seven directors – please click here for brief biographical details and areas of responsibility:
Christopher Sandland, A.C.M.A., M.Sc.
(Chairman - non-executive)
Stephen Goodyear
(Chief executive)
Torquil Sligo-Young
(Human and information resources)
Peter Whitehead, F.C.A.
(Finance)
Patrick Dardis
(Retail)
Roy Summers, O.B.E., D.Univ., F.I.Brew.
(Senior independent director – non-executive)
Nicholas Bryan, B.A., F.C.A.
(Non-executive)
Board committees and their responsibilities
Executive committee
This comprises the company’s executive directors and is chaired by Stephen Goodyear, the chief executive. It usually meets on a weekly basis and is responsible for the daily running of the company and the execution of approved policies and the business plan. Members of the company’s senior management are invited to attend as appropriate.
Audit committee
This comprises Roy Summers, who chairs it, and Nicholas Bryan. It assists the board in fulfilling its oversight responsibilities; its primary functions are to monitor the integrity of the company’s financial statements and other information to shareholders, to monitor the integrity of the company’s systems of internal control (including risk management), to oversee the company’s relationship with its external auditors and to review the effectiveness of the audit process. Please click here for the committee’s full terms of reference; they set out its other responsibilities.
Remuneration committee
This comprises Roy Summers, who chairs it, and Nicholas Bryan. Its primary function is to determine, on behalf of the board, the remuneration packages of the company’s executive directors and the company secretary. Please click here for the committee’s full terms of reference; they set out its other responsibilities.
Disclosure committee
This comprises the company’s executive directors and is chaired by Peter Whitehead, the company’s finance director. It assists the company in making timely and accurate disclosure of information required to be disclosed in order to meet legal and regulatory obligations. Please click here for the committee’s full terms of reference; they set out its other responsibilities.
Shares
Percentage of shares not in public hands (as defined in the AIM Rules)
So far as the company was aware:
• as at 25 February 2008, 41.43% of the company’s A shares were not in public hands; and
• as at 9 October 2007, 26.35% of the company’s non-voting shares were not in public hands.
Identity and percentage holdings of significant shareholders
As at 18 January 2008, the company had been notified of the following holdings of 3% or more of the voting rights of the company (as shareholder and as the direct or indirect holder of financial instruments) pursuant to the Disclosure and Transparency Rules:
• James Young - 16.53%
• Thomas Young - 15.84%
• Torquil Sligo-Young - 13.85%
• Guinness Peat Group plc - 10.23%
• Ram Brewery Trustees Limited – 7.84%
• El Oro and Exploration Company plc - 3.095%
So far as the company was aware, as at 9 October 2007 the following held 3% or more of the company’s non-voting shares:
• Guinness Peat Group Plc – 25.70%
• Resolution Asset Management Ltd - 7.64%
• Shore Capital Stockbrokers Ltd – 6.44%
• Thomas ff B Young - 3.91%
• James Sharp & Co - 3.61%
• INVESCO Perpetual - 3.53%
Exchanges or trading platforms on which the company has applied or agreed to have any of its securities admitted or traded
The company's shares are traded on AIM. There are no other exchanges or trading platforms on which the company has applied or agreed to have its shares admitted or traded.
Number of shares in issue (inc. treasury shares)
On 25 February 2008, each of the company’s A ordinary shares of 50p each was sub-divided into 4 new A ordinary shares of 12.5p each and each of the company’s non-voting ordinary shares of 50p each was sub-divided into 4 new non-voting ordinary shares of 12.5p each.
The company’s issued share capital comprises 29,064,000 A ordinary shares of 12.5p each and 19,160,000 non-voting ordinary shares of 12.5p each. All of the shares are fully-paid; no shares are held as treasury shares.
Nominated adviser and other key advisers
Nominated adviser and stockbrokers
JPMorgan Cazenove Limited of 20 Moorgate, London EC2R 6DR
Registrars
Computershare Investor Services PLC of P.O. Box 82 The Pavilions, Bridgwater Road, Bristol BS99 7NH
Auditors
Ernst & Young LLP of 1 More London Place, London SE1 2AF
Bankers
Royal Bank of Scotland Group plc of Corporate Banking London, 280 Bishopsgate, London EC2M 4RB
Solicitors
Bryan Cave of 33 Cannon Street, London EC4M 5TE
Slaughter and May of One Bunhill Row, London EC1Y 8YY
