Kitous is the holder of more than 58 million ordinary shares of one pence each – representing 47.6% of the issued ordinary capital in the company.
In the event that neither resigns, Kitous has stated he will vote against the re-election of the chairman at the AGM on 30 June 2022.
He has also voted against resolutions to be proposed at the AGM giving the directors the authority to allot shares in the company.
Thereafter, Kitous has suggested that he would requisition a general meeting to request the removal of the CEO as a director of the company and has proposed the appointment of a new non-executive chair and non-executive director of the company, said the independent directors of Comptoir in an announcement on the London Stock Exchange.
The statement noted that independent directors Kleiner, Hanna and Michael Toon (finance director), had sought to engage with Kitous in recent months to resolve matters and that they were disappointed that he had declined to respond to requests.
“The independent directors believe the comments and proposals by Mr Kitous within his letter are being made to promote his own financial gain and the actions proposed are to the detriment of all independent shareholders, save for Tony Kitous,” read the update.
“Furthermore, the independent directors believe that by proposing the resignation of Mr Kleiner and Mr Hanna and threatening to vote both directors off the board, Mr Kitous is acting in direct conflict with the spirit of his relationship agreement with the Company (put in place at the Company’s admission to trading on AIM in 2016) which seeks to protect independent shareholders’ interests.”
The statement added that by voting against resolutions that would allow directors the authority to allot shares, it would limit the company’s stated growth strategy.
If Kitous is successful in removing Kleiner and Hanna from the board, the company fears he may lose the support of the senior team and use the net cash of the company for his own personal gain, and, over time, could seek to de-list the company from AIM.
The independent directors said that Kitous had offered limited input into the day to day operational and financial decisions of the company over the past six months, and that while the company has employed Kitous as a director of the company since its IPO, they believe that without the guidance of the independent directors, Kitous ”does not possess the required business and commercial judgement to successfully run, nor to appoint nominee directors to run, the company”.
For the year ended 31 December 2021, the company reported revenue of £20.7 million adjusted EBITDA of £3.0 million (pre-IFRS16) and profit before tax of £1.6 million, being the highest in the company’s history, it said.
It is expected to report unaudited revenue of no less than £14 million for the six months ending 30 June 2022, adjusted EBITDA of £1.6 million (pre-IFRS16) and unaudited profit before tax of no less than £0.8 million and net cash and cash equivalents of no less than £7.5 million.
This financial result would represent another record period of financial performance for the company, according to the statement.
The independent directors believe the current directors are best placed to continue executing the company’s growth strategy with the full support of the senior team and do not believe the resignation of the CEO and chairman would be in the best interests of the company or its shareholders as a whole.
MCA, BigHospitality's sister site, spoke to Chaker Hanna earlier this month about his plans to grow the Comptoir Group through its Comptoir Libanais and Shawa brands.