Joint Administrators' Report for the Period 28 September 2020 to 27

27 April 2021

JOINT ADMINISTRATORS’ REPORT FOR THE PERIOD 28 SEPTEMBER 2020 TO 27 MARCH 2021

TASTE BIDCO LIMITED (COMPANY NUMBER: 09654975) COTE RESTAURANTS LIMITED (COMPANY NUMBER: 05982915) COTE RESTAURANTS GROUP HOLDINGS LIMITED (COMPANY NUMBER: 08659502) COTE KITCHENS LIMITED (COMPANY NUMBER: 12599618) GREENFIELDS MEAT LIMITED (COMPANY NUMBER: 09486138) COTE GROUP (BIDCO) LIMITED (COMPANY NUMBER: 08662633) JACKSON AND RYE RESTAURANTS LIMITED (COMPANY NUMBER: 08504197) LIMEYARD RESTAURANTS LIMITED (COMPANY NUMBER: 08207403) (COLLECTIVELY “THE COMPANIES” OR “THE GROUP”)

In accordance with Paragraph 49 of Schedule B1 of the Insolvency Act 1986 and Rule 3.35 of the Insolvency (England and Wales) Rules 2016 Joint Administrators’ Progress Report

Table of Contents

Glossary ...... 1

1. Introduction ...... 3

2. Progress of the Administration ...... 4

Pre‐pack Sale of the Business and Assets ...... 4

Asset Realisations ...... 4

Employees ...... 5

Unsecured Creditor Queries ...... 6

Taxation ...... 6

Statutory Investigations ...... 6

Other Work Undertaken ...... 7

Remaining Steps ...... 7

Exit Route and Extensions ...... 8

Joint Administrators’ Receipts and Payments during Period ...... 8

Joint Administrators’ Remuneration ...... 8

3. Estimated Outcomes ...... 9

Secured Creditors ...... 9

Preferential Creditors ...... 9

Unsecured Creditors / Prescribed Part ...... 10

Shareholders ...... 11

4. Next Report, Discharge and Further Information ...... 11

Appendix A: Statutory Information ...... 12

Appendix B: Joint Administrators’ Receipts and Payments ...... 20

Appendix C: Joint Administrators’ Time Costs and Expenses ...... 22

Appendix D: Creditors’ Statement of Claim Form...... 28

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Glossary Abbreviation / Term Meaning / Definition Act Insolvency Act 1986 (as amended) Administration The Administration of Cote Group APA Asset Purchase Agreement Appointment date 28 September 2020 Joint Administrators / we / Matthew Boyd Callaghan, Andrew Johnson and Lisa Rickelton our / Administrators BCP BC Partners BEIS Department for Business, Energy and Industrial Strategy c. Approximately CAHL Cote at Home Limited CDDA Company Directors Disqualification Act 1986 CGBL Cote Group (Bidco) Limited CGFL Cote Group (Financing) Limited CHL Cote Holdings Limited (Jersey holding company) CKL Cote Kitchens Limited Cote Group / the Group / Taste Bidco Limited, Cote Restaurants Limited, Cote Restaurants Group Holdings Limited, Cote Kitchens the Companies Limited, Greenfields Meat Limited, Cote Group (Bidco) Limited, Limeyard Restaurants Limited and Jackson and Rye Restaurants Limited Cote Restaurants / CRL Cote Restaurants Limited, trading as Côte Brasseries CRGHL Cote Restaurants Group Holdings Limited CT Corporation Tax CTL Cote Topco Limited (Jersey holding company) CVL Creditor’s Voluntary Liquidation EBITDAP Earnings Before Interest, Taxes, Depreciation, Amortization and Pension Income FTI / FTI UK FTI Consulting LLP GML Greenfields Meat Limited HMRC HM Revenue & Customs ICAEW Institute of Chartered Accountants in England & Wales NDA Non‐Disclosure Agreement JRL Jackson and Rye Restaurants Limited Lender / Secured Lender/ Better Taste Holding 2 Limited and Partners Group (Guernsey) Limited Secured Creditor LTO Licence to occupy leasehold premises PAYE Pay‐as‐you‐earn tax The Period From 28 September 2020 to 27 March 2021 The Proposals The Joint Administrators’ Statement of Proposals dated 7 October 2020 Preferential Creditors Principally employee claims for unpaid wages (max £800 per employee), holiday pay, and certain unpaid pension contributions Prescribed Part Amount set aside for unsecured creditors from floating charge net realisations in accordance with S.176A of the Act NewCo / Purchasers Cote Restaurant Group Ltd, Cote Deliveries Ltd and Greenfield Food Supply Limited (wholly owned subsidiaries of Partners Group) RPS Redundancy Payments Service Rules / IR16 Insolvency (England and Wales) Rules 2016 (as amended) Secured Debt c.£150m comprising a £10m Super Senior Revolving Credit Facility and a unitranche £140m Senior Multicurrency Term Loan provided by Partners Group Sch B1 Schedule B1 to the Act

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Abbreviation / Term Meaning / Definition SIP Statement of Insolvency Practice SIP 2 Investigations by office holders in administration and insolvent liquidations SIP 7 Presentation of financial information in insolvency proceedings SIP 9 Payments to insolvency office holders and their associates from an estate SIP 16 Pre‐packaged sales in administrations– SSRCF / RCF Super Senior Revolving Credit Facility TBL Taste Bidco Limited Transaction Pre‐packaged sale of the Group’s assets to the Purchasers, owned by the Lenders TUPE Transfer of Undertakings (Protection of Employment) Regulations 2006 Unsecured Creditors Principally trade creditors, landlords, utility providers and HMRC

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1. Introduction

1.1 Matthew Boyd Callaghan, Andrew Johnson and Lisa Rickelton were appointed Joint Administrators of the Companies on 28 September 2020 by the directors.

1.2 Pursuant to Rule 18.6 IR16, we are required to provide creditors with a report setting out what has happened in the Administrations during the six‐month period since our appointment. This report covers the period from 28 September 2020 to 27 March 2021.

1.3 Full details of the statutory information relating to our appointments are set out in Appendix A.

1.4 During this period, the Joint Administrators have undertaken work required to progress the Administrations, including but not limited to:

 Completing the Transaction immediately following their appointment and providing post‐transaction support to the Purchasers;  Completion of statutory CDDA investigations and reporting;  Co‐ordinating lease assignments, surrenders and new leases for properties under an LTO and ensuring the costs of ongoing liabilities (including monthly rent chargeable by landlords) are satisfied;  Dealing with various stakeholders and responding on various issues, including court proceedings that were instigated in the case of some landlords;  Realisation of residual assets not transferred as part of the APA, including regular cash sweeps of residual balances held in pre‐appointment accounts;  Accounting for Value Added Tax (“VAT”) on a quarterly basis;  Liaising with the directors to receive the required Statements of Affairs for each of the entities and responding to related queries;  Considering available options in relation to subsidiary entities held by the Companies, including the UK Creditors Voluntary Liquidations of Cote at Home Limited and Cote Group Financing Limited and the Jersey liquidations of Cote Holdings Limited and Cote Topco Limited;  Submitting a business interruption claim regarding the loss of trading income suffered by CRL during the first national lockdown caused by Covid‐d19; an  Instructing specialist agents to recover historic business rates refunds.

1.5 This report together with the appendices, contains information in relation to the activities undertaken, receipts and payments in the insolvency estates (Appendix B) and the Administrators’ costs in accordance with SIP 9 (Appendix C) for the Period.

1.6 Further details surrounding the Administrations of Cote Group can be found in the Administrators’ Proposals dated 7 October 2020 and can be found here:

https://www.fticonsulting‐emea.com/cip/cote‐group‐administrations

1.7 FTI uses personal information in order to fulfil the legal obligations of our Insolvency Practitioners under the Insolvency Act and other relevant legislation, and also to fulfil the legitimate interests of keeping creditors and others informed about the insolvency proceedings. The privacy and security of personal information is very important to us. You can find more information on how FTI uses your personal information at:

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1.8 No Creditors’ Committee has been formed in the administration of any of the Companies.

1.9 The estimated return to creditors is set out in Section 3 of this report.

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2. Progress of the Administration

Pre‐pack Sale of the Business and Assets

2.1 The background to the Companies appointment of Joint Administrators and the pre‐pack sale is set out in the Joint Administrators’ Proposals and SIP 16 statement which should be read in conjunction with this report. A brief summary is given below.

2.2 The Group operated 98 restaurants under the Côte Brasseries brand and a further 3 under the Jackson & Rye and Limeyard brands, employing 3,204 people across the UK. Like many other UK casual diners, the Group was heavily impacted by Covid‐19. The nationwide lockdown resulted in a c.30% decline in year‐on‐year revenue and EBITDAP for the period ending July 2020.

2.3 For reasons disclosed in the Proposals, the Companies were unable to avoid entering an insolvency process, however we reported that the majority of the Group’s business and assets were sold via a pre‐pack administration to NewCo, a wholly owned subsidiary of Partners Group, immediately following our appointment as Joint Administrators.

2.4 The Transaction minimised business disruption, ensuring continuity for the business and its suppliers and protecting the Group’s employees, thereby preserving over 3,000 jobs.

2.5 The total sale consideration was £56.5m, structured such that Partners Group reduced its claim in the Administration as a secured creditor by £56.5m. The consideration was allocated between fixed and floating charge realisations. We continue to provide reasonable assistance to the Purchasers as required.

2.6 The Transaction (in particular, assets excluded from the sale) has resulted in the maximum Prescribed Part likely to be available for the unsecured creditors of CRL. There may also be small Prescribed Part funds available for the creditors of JRL, LRL and GML. Furthermore, the Purchasers committed to directly settling £3.0m of unsecured claims in CRL, which increases the dividend from the Prescribed Part for residual creditors. Of the £3m that the Purchasers committed to pay, some £2.98m has been confirmed as having been settled to date.

2.7 As set out in the APA dated 28 September 2020, the Purchaser continued to occupy properties pursuant to the License to Occupy (LTO) agreements granted by the Joint Administrators. The ongoing property‐related expenses incurred rank as an expense of the Administrations, in accordance with paragraph 99 Sch B1 of the Act and Rules 3.50 and 3.51 IR16. The Purchaser has indemnified the Companies for such costs.

2.8 To date, 24 lease assignments have completed, with around 18 more leases having agreed Heads of Terms to assign. Surrenders have been finalised at four sites, where they have been fully vacated and keys returned. An extension to the LTO for an additional six months has been agreed in order to facilitate the assignment of the remaining leases. In addition, significant legal fees have been incurred as a result of access, occupation and assignment issues at various leasehold properties. As a consequence, legal fees incurred to date have been higher than our initial estimate set out in the Joint Administrators’ Proposals. The increase in legal fees will not impact the amount to be paid to CRL’s Unsecured Creditors under the Prescribed Part, and will only impact the Secured Lenders, who have been made aware of this increase.

Asset Realisations

Asset realisations from the pre‐packaged sale were set out in the Joint Administrators Proposals and SIP 16 statement. They are also shown in the enclosed receipts and payments account (Appendix B). The section below gives details of additional realisations during the Period.

Business Rates

2.9 Gerald Eve LLP has been instructed to recover any historic business rates overpayments.

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2.10 Rate savings were expected to be available for the period 1 April 2017 to 27 September 2020. However, Gerald Eve has indicated that the majority of potential savings will be for the period to 31 March 2020, as a result of the Expanded Retail Relief from business rates granted by the Government as a consequence of Covid‐19.

2.11 To date, two recoveries have been made, totaling c.£30k net of fees charged by Gerald Eve. As at 27 March 2021, Gerald Eve has estimated further realisations of up to c.£250k. The timing and likelihood of these realisations remains unclear and consequently the Administrators will be required to evaluate the benefits of keeping the Administrations open, given the associated costs of doing so.

Business Interruption Insurance Claim

2.12 We are progressing a claim to recover monies due under the Group’s business interruption policy given the impact of the first national lockdown on CRL’s trading.

2.13 We understand that any return from this policy is capped at £1m, although the diminished trading performance suffered during the period of the first national lockdown significantly exceeds this amount. It is our current understanding that this claim has a good prospect of success and we will keep creditors updated in relation to recoveries.

2.14 To date we have collated and provided the insurers with the information that we understand they require in order to adjudicate on CRL’s claim. We are yet to receive a response in relation to this and we will therefore continue to chase as we seek to progress the claim.

Pre‐administration Bank Accounts

2.15 On the appointment of the Joint Administrators’ the Group’s cash position was as follows:

 £18.1m of cash received across the entities, the majority of which, £17.7m, was held by CRL;  £14.4m was cash acquired by the Purchasers under the terms of the APA and was paid across to the Purchasers;

The balance was to be utilised to meet the costs of the Administration and to make any payments required under the Prescribed Part.

2.16 Since appointment, the Joint Administrators have realised a further £196k from regular bank sweeps of the pre‐ administration accounts These balances continue to be reconciled and largely flow through the CRL account, however, it is understood that the majority of this balance relates to book debts due to CRL.

2.17 Given the time that has elapsed since the appointment of the Joint Administrators, no further recoveries through the Group’s pre‐administration bank accounts are anticipated. We are in discussions with the Group’s former bankers to close these accounts.

Employees

2.18 On the date of the Administration, 53 employees from JRL and LRL were made redundant.

2.19 ERA Solutions, who specialise in employee matters for insolvency companies, were instructed by the Joint Administrators to manage matters in relation to the redundancy of these employees, and have specifically assisted with the following:

 Aiding employees with the submission of their relevant claims;

 Corresponding and submitting claims to the Redundancy Payments Service; and

 Dealing with queries in relation to the anticipated timing of payments.

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2.20 Throughout the period, the Joint Administrators and their team have maintained a regular dialogue with ERA Solutions and have addressed employee queries as and when they have arisen. Furthermore, the Joint Administrators have dealt with issues in relation to two employment tribunals that have been brought against CRL relating to the pre‐administration period, one of which required discussions with the Purchasers as the relevant employee had transferred to them under TUPE.

2.21 Since the end of the period, the Joint Administrators have received confirmation of a final claim from the Redundancy Payments Office for JRL and LRL. As such we have given notice of our intention to distribute a first and final dividend for preferential creditors in both of these entities. We anticipate dividend payments will be made prior to the end of May 2021.

2.22 All other employee contracts were novated to the Purchasers as part of the Transaction under TUPE on the date of Administration.

Unsecured Creditor Queries

2.23 We have continued to address queries received from unsecured creditors. We have also assisted in the novation of various pre‐appointment supplier agreements to the Purchasers, where this service was required for the ongoing business.

Taxation

2.24 On appointment, CT, PAYE and VAT notifications were issued to HMRC.

2.25 The first VAT return for the period ending 31 January 2021 was submitted to HM Revenue & Customs (“HMRC”) in February 2021 and resulted in a significant payment falling due from CRL as a consequence of income received from the Purchaser for amounts due under the LTO . The next return for the period ending 30 April 2021 is due for submission prior to the end of May 2021 for which we expect that there will be a receivable balance due from HMRC.

2.26 Pre‐appointment CT rreturns fo the period ending 26 July 2020 are currently being prepared and additional CT returns will be prepared and submitted to HMRC as required. We have been working closely with the Purchasers and alongside the FTI tax team to ensure that we have the relevant information to complete the outstanding CT returns and this has now been provided.

2.27 Given the transfer or redundancy of all employees immediately on appointment, no PAYE filings are required for the post‐Administration period.

2.28 As LTOs were granted for leases that could not transfer prior to receiving landlord’s consent, VAT options to tax were made on all leasehold property interests in order to minimise costs to the Companies in relation to VAT on rental charges from landlords. In addition, this mitigated any requirement to make VAT adjustments under the Capital Goods Scheme for historic capex or fit out works to properties.

Statutory Investigations

2.29 We have submitted information in regard to the conduct of the Companies’ directors to the Department for Business, Energy and Industrial Strategy. The content of our investigatory findings is confidential, however it was concluded that there were no recovery actions that could be pursued.

2.30 Our investigation work was performed in accordance with SIP 2 and included a review of:

 Questionnaires submitted by the directors of the Group who held office in the three‐year period prior to the Administrations;

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 The statements of affairs prepared by the directors of the Group;  The Group’s Board Minutes in the 12 months leading up to appointment;  Correspondence received from creditors (who had been invited to bring any matters to our attention); and  The Group’s financial information.

Other Work Undertaken

2.31 There is certain work that is required by insolvency legislation in connection with the Administration that provides no direct financial benefit for the creditors. An overview of the key areas of work undertaken since appointment is provided at Appendix C.

2.32 As detailed in the Proposals, the directors were required to provide a statement of affairs for each of the Companies. The purpose of a statement of affairs is to set out the financial position of the relevant company as at the date it entered administration. All statements of affairs have been completed by the directors’ during the Period and have been filed with the Register of Companies. The Joint Administrators provided some guidance on the completion of the statements, however this was limited and general in nature as it is only the responsibility of the directors to estimate the financial position of the Companies.

2.33 A significant amount of time has been spent in dealing with landlords and the Purchasers’ staff in relation to the LTO, which has included the following:

 Invoicing to the Purchasers for the anticipated property expenses to be incurred in the following month;  Regular payment runs on invoices received from landlords ford rental an other property‐based arrears in the preceding period;  Reviewing assignments between the Purchasers alongside our legal advisors to ensure that any risk for CRL is mitigated;  Providing credit notes where assignments have been agreed and a balance is due back to the Purchasers;  Dealing with an extension of the LTO from an initial period of six months for a further six months and liaising with our legal advisors in relation to this;  Discussing the current position regarding LTO funds held by the Administrators with the Purchasers; and  Where the Purchasers have taken the decision that they are no longer seeking an assignment of a particular leasehold, the Administrators have been required to confirm to the landlord that they have no remaining interest in the property and therefore offered a surrender of the lease.

Remaining Steps

2.34 The remaining steps that need to be taken ahead of concluding the Administrations include to:

 Co‐ordinate remaining lease assignments (or surrender and new leases) for properties under an LTO and ensure that the costs of ongoing lease liabilities are met;  Distribute realisations to creditors in accordance with any relevant statutory provisions, including preferential creditor distributions and payment of any Prescribed Part funds to unsecured creditors (likely to be in CRL, JRL, GML and LRL only);  Agree a further extension of the LTO, should it be required;  Resolve and finalise any taxation/VAT issues, including submission of appropriate post‐appointment returns;  Continue to pursue recoveries in relation to both business rates and the business interruption insurance claim; and  Progress any other matters required to bring the Administrations to conclusion.

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Exit Route and Extensions

2.35 In accordance with the provisions of the Act, the Administrations will automatically expire one year after their commencement, unless an extension is granted by the court or with the consent of creditors.

2.36 On current information, it is likely that the majority of the Administrations will need to be extended beyond the first anniversary of the Joint Administrators’ appointment. This is due to the progression of property assignments and the likelihood of intercompany cash flows resulting from Prescribed Part dividends.

2.37 The most likely exit route for the Companies will be through the filing of a notice of dissolution with the Registrar of Companies. The Companies will then automatically be dissolved by the Registrar of Companies three months after the notice is registered, if no alternative action is taken.

2.38 There are no further recovery actions expected at this stage. Should any successful recovery action be identified and pursued such that there would be realisations to distribute to unsecured creditors above the value of the Prescribed Part, the Joint Administrators would seek to place the Companies into CVL. In such circumstances, the Joint Administrators would be appointed as joint liquidators, with any of them being able to undertake any act required or authorised under any enactment individually. However as noted above, this is not anticipated based on current information.

Joint Administrators’ Receipts and Payments during Period

2.39 An account of receipts and payments for the period covered by this report is provided at Appendix B.

2.40 Receipts in the period consist largely of the consideration received for the pre‐packaged sale of the Group’s business and assets and LTO funds received from the Purchasers in order to meet ongoing property liabilities incurred as an expense of the Administrations.

2.41 Payments in the period are predominantly those due to landlords for the period of occupation under the LTO and a floating charge distribution from CRL to the Secured Creditor totaling £1.5m. Other payments also include legal fees for advice provided on litigations pursued by landlords and legal work undertaken in agreeing assignments with the landlords and the Purchasers, as well as general advice regarding the insolvency.

Joint Administrators’ Remuneration

2.42 The Joint Administrators’ fees and disbursements (plus VAT) are to be drawn on the basis of a fixed fee in CRL, JRL and LRL from monies held within these estates. In relation to the other entities over which we have been appointed, we do not expect to take a fee.

2.43 However, it should be noted that for disbursements in relation to the estates where cash is not held, payment of a required insurance bond and statutory advertising have been paid from the estate of CRL. This has been agreed with the Group’s Secured Creditors who are the only party impacted by the payment of these small balances.

2.44 During the period, no fees have been drawn in relation to the fixed fees in CRL, JRL and LRL. However, approval from the Secured Creditors in relation to the drawing of these fees was received on 2 February 2021. In relation to JRL and LRL, we will also shortly be seeking approval of our fees from the preferential creditors of these entities to enable fees to be drawn.

2.45 Details of the rules in relation to the Joint Administrators’ remuneration are set out in Appendix C.

2.46 Fees related to our work prior to the date of the Administration were determined by a separate letter of engagement in relation to advisory services provided to CRGHL. At the date of appointment, there were no unpaid pre‐Administration costs that required approval for payment as an expense of the Administrations.

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Joint Administrators’ Progress Report

Creditors’ Right to Challenge Remuneration and/or Expenses

2.47 Any secured creditor, or unsecured creditor with the support of at least 10% in value of the unsecured creditors, or with the leave of the Court, may apply to the Court for one or more orders (in accordance with Rule 18.36 or 18.37 of the Rules), challenging the amount or the basis of the remuneration which the Joint Administrators are entitled to charge or otherwise challenging some or all of the expenses incurred. Such application must be made within eight weeks of receipt by the applicant(s) of the report detailing the remuneration and/or expenses in question, in accordance with Rule 18.34 of the Rules.

Creditors Right to Request Information

2.48 Any secured creditor or unsecured creditor with the support of at least 5% in value of the unsecured creditors, or with the leave of the Court, may, in writing, request the Joint Administrators of the Group to provide additional information regarding remuneration or expenses to that already supplied within this document. Such requests must be made within 21 days of receipt of this report, in accordance with Rule 18.9 of the Rules.

3. Estimated Outcomes

Secured Creditors

3.1 Pursuant to a Senior Multicurrency Term and Revolving Facilities Agreement, dated 19 May 2017, the Secured Lenders made available to TBL as borrower, loan facilities in the aggregate amount of £173 million.

3.2 Pursuant to a Deed of Debenture dated 25 May 2017, each of TBL, CRGHL, CGBL, CRL,L, JR LRL and GML granted fixed and floating security over their assets to the security agent acting on behalf of the Secured Lenders.

3.3 As at 28 September 2020 (the date of the Administrators’ appointment), the Group was indebted to the Secured Lenders pursuant to the Senior Multicurrency Term and Revolving Facilities Agreement in the amount of £150m, plus interests and costs. Given the structure of the Transaction as a credit bid, the release of £56.5m of debt reduces the Secured Lenders’ claim in the Administrations to £93.5m. There is no secured creditor claim in CKL and this entity is not a guarantor to the Secured Debt.

3.4 We engaged Burges Salmon LLP, an independent law firm, to undertake a review of all security and comment on its validity. They have confirmed the validity of the security.

3.5 The final return to the Secured Lenders is uncertain, although based on information provided by the Group, we expect there to be a small further distribution to Secured Creditors from CRL. This is in addition to the £56.5m reduction in the Secured Debt to date.

3.6 It is likely that there will be a small return to the Secured Lenders from the estates of LRL, GML and JRL, after costs of the Administrations and any dividends to Preferential Creditors (and to Unsecured Creditors under the Prescribed Part) are paid, although these are expected to be minimal.

3.7 There is not expected to be any further return to the Secured Lenders from the Administrations of TBL, CRGHL and CGBL as there are not expected to be any asset realisations into these estates, beyond the amounts already distributed under the fixed charge.

Preferential Creditors

3.8 The known Preferential Creditors are former employees of JRL and LRL in respect of holiday pay and arrears of wages.

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3.9 Dividends to Preferential Creditors are paid from floating charge realisations, after the costs of the Administration.

3.10 Preferential Creditors in the estate of JRL and LRL are expected to be paid in full after the costs of the respective Administrations are paid. As set out above, a preferential distribution is expected to be completed shortly, with notices having been sent to all relevant creditors ahead of the circulation of this report.

3.11 There are not expected to be any Preferential Creditors in the other Administrations. The only other employing entity was CRL and all CRL employees transferred to the Purchasers under TUPE.

Unsecured Creditors / Prescribed Part

3.12 Unsecured Creditors rank behind both Secured and Preferential Creditors. There will be insufficient funds to repay the Secured Lenders in full in the Administrations and as such a distribution to the Unsecured Creditors will only arise by virtue of section 176A(2)(a) of the Act, a Prescribed Part dividend.

3.13 Under Section 176A of the Act, where after 15 September 2003 a company has granted floating charge security, a proportion of the net property of the company (achieved from floating charge asset realisations) must be made available for the benefit of the company’s unsecured creditors.

3.14 The Prescribed Part applies where there are net floating charge realisations (i.e. after costs of realisation) and is calculated as follows:

 50% of net property up to £10k;  Plus 20% of the net property in excess of £10k; and  Subject to a maximum of £600k (prior to the deduction of the costs of distributing).

3.15 The maximum prescribed part, being £600k (before costs), is expected to be available for the Unsecured Creditors of CRL. There may also be a Prescribed Part available for the estates of JRL, LRL and GML. We have estimated the Prescribed Part amounts in each of the entities where such distribution is anticipated:

Prescribed Part by Entity Entity Prescribed Part ('£000) Cote Restaurants Limited 600 Greenfields Meat Limited 37 Jackson and Rye Restaurants Limited 9 Limyard Restaurants Limited 17 Total (before costs) 663

3.16 We are not yet in a position to determine the exact amount payable to Unsecured Creditors, as claims have not yet been fully adjudicated. Payments are made pro‐rata to the size of the claims.

3.17 Timing of the dividends is currently indeterminate given it is dependent on the Purchaser agreeing lease assignments under the LTO and how these impact on the quantum of Landlord claims. Once assignments are completed, which we anticipate will be within 12 months, the Joint Administrators anticipate being in a position to pay a distribution under the Prescribed Parts.

3.18 There is not expected to be any return to Unsecured Creditors of TBL, CRGHL and CGBL as there are not expected to be any realisations into these estates.

3.19 As set out throughout this report, CKL is not subject to the Group security and consequently, dependent on the Joint Administrators’ costs, we anticipate a minimal dividend to Unsecured Creditors of less than 1p/£.

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Joint Administrators’ Progress Report

Shareholders

3.20 There will be no return to the Group’s shareholders as there will be a material shortfall to the Group’s creditors.

4. Next Report, Discharge and Further Information

4.1 We are required to provide a further progress report to all creditors within one month of the end of the period ending 28 September 2021, or when the Administrations come to an end, whichever is sooner.

4.2 All documents will be retained on the website and will remain live until two months after the conclusion of the proceedings. If you require hard copy documents please contact the Cote Administrators at FTI Consulting LLP, 200 Aldersgate, Aldersgate Street, London, EC1A 4HD and you will be provided, free of charge, a hard copy of documents posted to the website, either now eor in th future.

4.3 If you have any specific queries in relation to this report or the Administration in general, please contact the Administrators at [email protected] or on 020 3727 1635.

4.4 Pursuant to paragraph 98 of Sch B1 to the Act, the Administrators’ discharge of liability in respect of their actions as Joint Administrators’ of each of CRL, CRGHL. CKL, GML, CGBL, JRL, LRL, and TBL takes effect at the specific time appointed by either the court, the creditors (either via the creditors’ committee or by decision of the creditors) or, in specific circumstances, by the secured and (if appropriate) preferential creditors. This discharge will be obtained under separate cover.

For and on behalf of the Companies

Matthew Boyd Callaghan Joint Administrator

The affairs, business and property of the Group are being managed by the Joint Administrators. The Joint Administrators act as agents of the Group and without personal liability.

Matthew Boyd Callaghan, Andrew Johnson and Lisa Rickelton are licensed in the United Kingdom to act as Insolvency Practitioners by the Institute of Chartered Accountants in England and Wales, under section 390A(2)(a) of the Insolvency Act 1986.

The Joint Administrators are bound by the Insolvency Code of Ethics which can be found at https://www.gov.uk/government/publications/insolvency‐practitioner‐code‐of‐ethics.

FTI Consulting LLP (“FTI”) uses personal information in order to fulfil the legal obligations of our Insolvency Practitioners under the Insolvency Act and other relevant legislation, and also to fulfil the legitimate interests of keeping creditors and others informed about the insolvency proceedings. You can find more information on how rFTI uses you personal information on our website

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Appendix A: Statutory Information Company Name: Taste Bidco Limited Previous Name N/A

Court Reference CR‐2020‐003819 Registered Number 09654975 Date of Incorporation 24 June 2015

Shareholdings held by directors / secretary Director Name Status Shareholding Alex Scrimgeour Resigned 02/12/2020 Nil Strahan Wilson Current director Nil Kristina Zienko Resigned 16/12/2020 Nil Trading Names N/a Registered Office C/O FTI Consulting LLP, 200 Aldersgate Street, London EC1A 4HD

Former Registered Office 61 Berners Street, 2nd Floor, London, W1T 3NJ

Court Name / Address High Court of Justice Business and Property Courts of England and Wales Insolvency and Companies List (ChD)

Administrators' Names Matthew Boyd Callaghan, Andrew Johnson and Lisa Rickelton

Administrators' Address FTI Consulting LLP, 200 Aldersgate Street, London EC1A 4HD

Administrators' Regulator ICAEW

Functions of Administrators Pursuant to Paragraph 100 of Sch B1, the Administrators may exercise any of the powers conferred on them by the Act jointly or individually

Appointment Date 28 September 2020

Appointer / Applicant The Directors

Appointment Type By the directors of the Companies pursuant to Paragraph 22 of Schedule B1 of the Act. Pursuant to Paragraph 26(1) of Schedule B1, the appointer had given written notice of their intention to appoint. Objective being pursued Purpose B: Achieving a better result for TBL’s creditors as a whole than would be likely if the company were wound up (without first being in Administration).

EC Regulation The EC Regulation on Insolvency Proceedings applies. The proceedings are main proceedings since the centre of main interest is in the United Kingdom. Security Fixed and floating charges over all of their assets in favour of Glas Trust Corporation Limited the security agent for the Secured Lenders

Current Administration End Date 27 September 2021

The affairs, business and property of TBL are being managed by the Joint Administrators. The Joint Administrators act as agents of TBL and without personal liability.

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Company Name: Cote Restaurants Limited Previous Name Newincco 630 Limited

Court Reference CR‐2020‐003820

Registered Number 05982915 Date of Incorporation 31 October 2006

Shareholdings held by directors / secretary Director Name Status Shareholding Alex Scrimgeour Resigned 02/12/2020 Nil Strahan Wilson Current director Nil Kristina Zienko Resigned 16/12/2020 Nil Trading Names Cote Brasseries Registered Office C/O FTI Consulting LLP, 200 Aldersgate Street, London EC1A 4HD

Former Registered Office 61 Berners Street, 2nd Floor, London, W1T 3NJ

Court Name / Address High Court of Justice Business and Property Courts of England and Wales Insolvency and Companies List (ChD)

Administrators' Names Matthew Boyd Callaghan, Andrew Johnson and Lisa Rickelton

Administrators' Address FTI Consulting LLP, 200 Aldersgate Street, London EC1A 4HD

Administrators' Regulator ICAEW

Functions of Administrators Pursuant to Paragraph 100 of Sch B1, the Administrators may exercise any of the powers conferred on them by the Act jointly or individually

Appointment Date 28 September 2020

Appointer / Applicant The Directors

Appointment Type By the directors of the Companies pursuant to Paragraph 22 of Schedule B1 of the Act. Pursuant to Paragraph 26(1) of Schedule B1, the appointer had given written notice of their intention to appoint. Objective being pursued Purpose B: Achieving a better result for CRL’s creditors as a whole than would be likely if the company were wound up (without first being in Administration).

Security Fixed and floating charges over all of their assets in favour of Glas Trust Corporation Limited the security agent for the Secured Lenders

Current Administration End Date 27 September 2021

The affairs, business and property of CRL are being managed by the Joint Administrators. The Joint Administrators act as agents of CRL and without personal liability.

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Company Name: Cote Restaurants Group Holdings Limited Previous Name Chablis Topco Limited

Court Reference CR‐2020‐003821 Registered Number 08659502 Date of Incorporation 21 August 2013

Former Registered Office 61 Berners Street, 2nd Floor, London, W1T 3NJ

Court Name / Address High Court of Justice Business and Property Courts of England and Wales Insolvency and Companies List (ChD)

Administrators' Names Matthew Boyd Callaghan, Andrew Johnson and Lisa Rickelton

Administrators' Address FTI Consulting LLP, 200 Aldersgate Street, London EC1A 4HD

Administrators' Regulator ICAEW

Functions of Administrators Pursuant to Paragraph 100 of Sch B1, the Administrators may exercise any of the powers conferred on them by the Act jointly or individually

Appointment Date 28 September 2020

Appointer / Applicant The Directors

Appointment Type By the directors of the Companies pursuant to Paragraph 22 of Schedule B1 of the Act. Pursuant to Paragraph 26(1) of Schedule B1, the appointer had given written notice of their intention to appoint. Objective being pursued Purpose B: Achieving a better result for CRGHL’s creditors as a whole than would be likely if the company were wound up (without first being in Administration). Security Fixed and floating charges over all of their assets in favour of Glas Trust Corporation Limited the security agent for the Secured Lenders

Current Administration End Date 27 September 2021

The affairs, business and property of CRGHL are being managed by the Joint Administrators. The Joint Administrators act as agents of CRGHL and without personal liability.

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Company Name: Cote Kitchens Limited Previous Name N/a

Court Reference CR‐2020‐003828 Registered Number 12599618 Date of Incorporation 13 May 2020

Former Registered Office 61 Berners Street, 2nd Floor, London, W1T 3NJ Court Name / Address High Court of Justice Business and Property Courts of England and Wales Insolvency and Companies List (ChD)

Administrators' Names Matthew Boyd Callaghan, Andrew Johnson and Lisa Rickelton

Administrators' Address FTI Consulting LLP, 200 Aldersgate Street, London EC1A 4HD

Administrators' Regulator ICAEW

Functions of Administrators Pursuant to Paragraph 100 of Sch B1, the Administrators may exercise any of the powers conferred on them by the Act jointly or individually

Appointment Date 28 September 2020

Appointer / Applicant The Directors

Appointment Type By the directors of the Companies pursuant to Paragraph 22 of Schedule B1 of the Act. Pursuant to Paragraph 26(1) of Schedule B1, the appointer had given written notice of their intention to appoint. Objective being pursued Purpose B: Achieving a better result for CKL’s creditors as a whole than would be likely if the company were wound up (without first being in Administration). Security No security granted.

Current Administration End Date 27 September 2021

The affairs, business and property of CKL are being managed by the Joint Administrators. The Joint Administrators act as agents of CKL and without personal liability.

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Company Name: Greenfields Meat Limited Previous Name Chablis Restaurants Limited

Court Reference CR‐2020‐003824 Registered Number 09486138 Date of Incorporation 12 March 2015

Former Registered Office 61 Berners Street, 2nd Floor, London, W1T 3NJ

Court Name / Address High Court of Justice Business and Property Courts of England and Wales Insolvency and Companies List (ChD)

Administrators' Names Matthew Boyd Callaghan, Andrew Johnson and Lisa Rickelton

Administrators' Address FTI Consulting LLP, 200 Aldersgate Street, London EC1A 4HD

Administrators' Regulator ICAEW

Functions of Administrators Pursuant to Paragraph 100 of Sch B1, the Administrators may exercise any of the powers conferred on them by the Act jointly or individually

Appointment Date 28 September 2020

Appointer / Applicant The Directors

Appointment Type By the directors of the Companies pursuant to Paragraph 22 of Schedule B1 of the Act. Pursuant to Paragraph 26(1) of Schedule B1, the appointer had given written notice of their intention to appoint. Objective being pursued Purpose B: Achieving a better result for GML’s creditors as a whole than would be likely if the company were wound up (without first being in Administration). Security Fixed and floating charges over all of their assets in favour of Glas Trust Corporation Limited the security agent for the Secured Lenders

Current Administration End Date 27 September 2021

The affairs, business and property of GML are being managed by the Joint Administrators. The Joint Administrators act as agents of GML and without personal liability.

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Company Name: Cote Group (Bidco) Limited Previous Name Chablis Restaurants Limited

Court Reference CR‐2020‐003822 Registered Number 08662633 Date of Incorporation 23 August 2013

Former Registered Office 61 Berners Street, 2nd Floor, London, W1T 3NJ

Court Name / Address High Court of Justice Business and Property Courts of England and Wales Insolvency and Companies List (ChD)

Administrators' Names Matthew Boyd Callaghan, Andrew Johnson and Lisa Rickelton

Administrators' Address FTI Consulting LLP, 200 Aldersgate Street, London EC1A 4HD

Administrators' Regulator ICAEW

Functions of Administrators Pursuant to Paragraph 100 of Sch B1, the Administrators may exercise any of the powers conferred on them by the Act jointly or individually

Appointment Date 28 September 2020

Appointer / Applicant The Directors

Appointment Type By the directors of the Companies pursuant to Paragraph 22 of Schedule B1 of the Act. Pursuant to Paragraph 26(1) of Schedule B1, the appointer had given written notice of their intention to appoint. Objective being pursued Purpose B: Achieving a better result for CGBL’s creditors as a whole than would be likely if the company were wound up (without first being in Administration). Security Fixed and floating charges over all of their assets in favour of Glas Trust Corporation Limited the security agent for the Secured Lenders

Current Administration End Date 27 September 2021

The affairs, business and property of CGBL are being managed by the Joint Administrators. The Joint Administrators act as agents of CGBL and without personal liability.

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Company Name: Jackson And Rye Restaurants Limited Previous Name Zentia (UK) Restaurants Limited

Court Reference CR‐2020‐003825 Registered Number 08504197 Date of Incorporation 25 April 2013

Shareholdings held by directors / secretary Director Name Status Shareholding Alex Scrimgeour Resigned 02/12/2020 Nil Strahan Wilson Current director Nil Kristina Zienko Resigned 16/12/2020 Nil Trading Names N/A Registered Office C/O FTI Consulting LLP, 200 Aldersgate Street, London EC1A 4HD

Former Registered Office 2nd Floor, Woolverstone House, 61 Berners Street, London, England, W1T 3NJ

Court Name / Address High Court of Justice Business and Property Courts of England and Wales Insolvency and Companies List (ChD)

Administrators' Names Matthew Boyd Callaghan, Andrew Johnson and Lisa Rickelton

Administrators' Address FTI Consulting LLP, 200 Aldersgate Street, London EC1A 4HD

Administrators' Regulator ICAEW

Functions of Administrators Pursuant to Paragraph 100 of Sch B1, the Administrators may exercise any of the powers conferred on them by the Act jointly or individually

Appointment Date 28 September 2020

Appointer / Applicant The Directors

Appointment Type By the directors of the Companies pursuant to Paragraph 22 of Schedule B1 of the Act. Pursuant to Paragraph 26(1) of Schedule B1, the appointer had given written notice of their intention to appoint. Objective being pursued Purpose B: Achieving a better result for JRL’s creditors as a whole than would be likely if the company were wound up (without first being in Administration).

Security Fixed and floating charges over all of their assets in favour of Glas Trust Corporation Limited the security agent for the Secured Lenders

Current Administration End Date 27 September 2021

The affairs, business and property of JRL are being managed by the Joint Administrators. The Joint Administrators act as agents of JRL and without personal liability.

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Company Name: Limeyard Restaurants Limited Previous Name Grillshack Restaurants Limited, Newincco 1207 Limited Court Reference CR‐2020‐003823

Registered Number 08207403 Date of Incorporation 10 September 2012

Registered Office C/O FTI Consulting LLP, 200 Aldersgate Street, London EC1A 4HD

Former Registered Office 2nd Floor, Woolverstone House, 61 Berners Street, London, England, W1T 3NJ

Court Name / Address High Court of Justice Business and Property Courts of England and Wales Insolvency and Companies List (ChD)

Administrators' Names Matthew Boyd Callaghan, Andrew Johnson and Lisa Rickelton

Administrators' Address FTI Consulting LLP, 200 Aldersgate Street, London EC1A 4HD

Administrators' Regulator ICAEW

Functions of Administrators Pursuant to Paragraph 100 of Sch B1, the Administrators may exercise any of the powers conferred on them by the Act jointly or individually

Appointment Date 28 September 2020

Appointer / Applicant The Directors

Appointment Type By the directors of the Companies pursuant to Paragraph 22 of Schedule B1 of the Act. Pursuant to Paragraph 26(1) of Schedule B1, the appointer had given written notice of their intention to appoint. Objective being pursued Purpose B: Achieving a better result for LRL’s creditors as a whole than would be likely if the company were wound up (without first being in Administration).

Security Fixed and floating charges over all of their assets in favour of Glas Trust Corporation Limited the security agent for the Secured Lenders

Current Administration End Date 27 September 2021

The affairs, business and property of LRL are being managed by the Joint Administrators. The Joint Administrators act as agents of KMGUKH and without personal liability.

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Joint Administrators’ Progress Report

Appendix B: Joint Administrators’ Receipts and Payments Receipts and payments for CRL, JRL, LRL and CKL are detailed below. Further to the initial purchase consideration, there have been no receipts and payments in TBL, CGBL, GML or CRGHL.

Cote Group Joint Administrators' Account of Receipts and Payments

Statement of 28 September Statement of 28 September Statement of 28 September Statement of 28 September Affairs Estimated 2020 ‐ 27 March Affairs Estimated 2020 ‐ 27 March Affairs Estimated 2020 ‐ 27 March Affairs Estimated 2020 ‐ 27 March GBP Notes to Realise 2021 to Realise 2021 to Realise 2021 to Realise 2021 Cote Restaurants Group Holdings Taste Bidco Ltd Cote Restaurants Ltd Ltd Greenfields Meat Ltd

Fixed Charge Receipts Assigned Rights 1 1111 Goodwill 1 ‐ 3,624,984 50,000 1 Intangibles 2 1 ‐ 18,024,988 14,400,000 50,003 ‐ 800,005 800,000 Intellectual Property 1 ‐ 111 Inter‐account receipt 3 ‐ ‐ ‐ ‐ IT Systems 1 ‐ 1,800,000 1,800,000 ‐ 200,000 200,000 Leasehold Land & Property 1 ‐ 1,583,505 1,583,505 ‐ ‐ Plant & Machinery 1 ‐ 16,200,000 16,200,000 ‐ 1,800,000 1,800,000 Repayment under LTO 4 ‐ 7,971,036 ‐ ‐ Transferred Records 1 ‐ 1 ‐ ‐ Subtotal 1 45,579,528 50,002 2,800,003

Fixed Charge Payments Inter‐account payment 3 ‐ ‐ ‐ ‐ Payments under LTO 4 ‐ (2,863,913) ‐ ‐ Subtotal ‐ (2,863,913) ‐ ‐

Fixed Charge Surplus/ (Deficit) 1 42,715,616 50,002 2,800,003

Floating Charge Receipts Bank Interest ‐ 315 ‐ ‐ Book Debts ‐ 196,167 ‐ ‐ Cash at Bank 1 ‐ 17,773,165 16,375,313 ‐ ‐ Stock 1 ‐ 1,530,000 1,530,000 ‐ 170,000 170,001 Supply Contracts 1 ‐ 111 Business Rates Refunds 5 ‐ 30,187 ‐ ‐ Subtotal ‐ 18,131,983 1 170,002

Floating Charge Payments Bank Charges ‐ (195) ‐ ‐ Car Leases 6 ‐ (4,387) ‐ ‐ Data Compliance Costs ‐ (40) ‐ ‐ Insurance ‐ (11,578) ‐ ‐ Employee Expenses ‐ ‐ ‐ ‐ Legal Fees ‐ (168,966) ‐ ‐ Postage and stationery ‐ (3,825) ‐ ‐ Specific Bond 7 ‐ (1,156) ‐ ‐ Statutory Advertising 7 ‐ (1,036) ‐ ‐ Irrecoverable VAT 6 ‐ (57) ‐ ‐ Subtotal ‐ (191,240) ‐ ‐

Floating Charge Surplus/ (Deficit) ‐ 17,940,743 1 170,002

Net Realisations 1 60,656,359 50,003 2,970,005

Distributions Fixed Charge Distribution 8 (1) (37,608,493) (50,003) (2,800,005) Floating Charge Distribution 9,10 ‐ (15,883,777) ‐ (170,000) Preferential Distribution 11 ‐ ‐ ‐ Subtotal (1) (53,492,270) (50,003) (2,970,005)

Total Balance Held ‐ 7,164,089 ‐ ‐

Made Up As Follows Vat Receivable ‐ 200,135 ‐ ‐ VAT Payable ‐ (162,212) ‐ ‐ Floating Charge Account 12 ‐ 7,126,165 ‐ ‐ Total ‐ 7,164,089 ‐ ‐

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Cote Group Joint Administrators' Account of Receipts and Payments

Jackson and Rye Restaurants Ltd Limeyard Restaurants Ltd Cote Kitchens Ltd Cote Group Bidco Limited

Fixed Charge Receipts Assigned Rights 1 11 ‐ 1 Goodwill 1 ‐ ‐ ‐ ‐ Intangibles 2 1 ‐ 1 ‐ ‐ 1 ‐ Intellectual Property 1 ‐ ‐ ‐ ‐ Inter‐account receipt 3 ‐ ‐ ‐ ‐ IT Systems 1 ‐ ‐ ‐ ‐ Leasehold Land & Property 1 ‐ ‐ 16,495 ‐ Plant & Machinery 1 ‐ ‐ ‐ ‐ Repayment under LTO 4 ‐ ‐ 75,661 ‐ Transferred Records 1 ‐ ‐ ‐ ‐ Subtotal 1 1 92,155 1

Fixed Charge Payments Inter‐account payment 3 ‐ ‐ ‐ ‐ Payments under LTO 4 ‐ ‐ (27,652) ‐ Subtotal ‐ ‐ (27,652) ‐

Fixed Charge Surplus/ (Deficit) 1 1 64,504 1

Floating Charge Receipts Bank Interest 682 ‐ Book Debts ‐ ‐ ‐ ‐ Cash at Bank 1 151,509 151,940 192,881 192,881 ‐ ‐ Stock 1 ‐ ‐ ‐ ‐ Supply Contracts 1 ‐ ‐ ‐ ‐ Business Rates Refunds 5 ‐ ‐ ‐ ‐ Subtotal 151,946 192,889 2 ‐

Floating Charge Payments Bank Charges ‐ ‐ ‐ ‐ Car Leases 6 ‐ ‐ ‐ ‐ Data Compliance Costs (40) (40) ‐ ‐ Insurance ‐ ‐ (274) ‐ Employee Expenses (1,470) (1,470) ‐ ‐ Legal Fees ‐ ‐ ‐ ‐ Postage and stationery ‐ ‐ ‐ ‐ Specific Bond 7 ‐ ‐ ‐ ‐ Statutory Advertising 7 ‐ ‐ ‐ ‐ Irrecoverable VAT 6 ‐ ‐ ‐ ‐ Subtotal (1,510) (1,510) (274) ‐

Floating Charge Surplus/ (Deficit) 150,436 191,379 (272) ‐

Net Realisations 150,437 191,380 64,231 1

Distributions Fixed Charge Distribution 8 (1) (1) ‐ (1) Floating Charge Distribution 9,10 ‐ ‐ ‐ ‐ Preferential Distribution 11 ‐ ‐ ‐ ‐ Subtotal (1) (1) ‐ (1)

Total Balance Held 150,436 191,379 64,231 ‐

Made Up As Follows Vat Receivable 294 294 2,480 ‐ VAT Payable ‐ ‐ (12,020) ‐ Floating Charge Account 12 150,142 191,085 73,771 ‐ Total 150,436 191,379 64,231 ‐

Notes All values are exclusive of VAT.

1. Business and Asset Consideration for pre‐pack sale of substantially all the business and assets of the Group, as detailed in the Proposals dated 7 October 2020. 2. Intangibles (per the Statement of Affairs) includes assigned rights, goodwill, intellectual property and transferred records. 3. As per the APA, NewCo fully indemnified the Administration for costs relating to leases operating under the LTO. This includes rent, service charge, utilities and licence fees. 4. Business rates refunds received as a result of work undertaken by Gerald Eve, as instructed by the Administrators. The amounts shown are net of fees charged, which amount to 15% of total realisations (£5,327 to date). 5. Car leases paid on behalf of NewCo, fully indemnified. 50% of VAT on these leases were non‐recoverable. 6. Payment made from the estate of CRL on behalf of all entities in the Group. 7. Distribution to the Secured Creditors in CRL comprises value attributed to stock and cash as per the APA.

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8. Floating charge distributions to the Secured Creditors in JRL and LRL will be paid after meeting costs of the administration and Preferential Creditors. 9. Although £170k of floating charge assets in GML were notionally distributed on day 1 of the administration to the Secured Creditors, the Prescribed Part provisions do apply and funding for any Prescribed Part dividend to creditors will come from cash held in CRL that is available for distribution to the Secured Creditors, with their permission. 10. Preferential Creditor distributions expected to be paid in JRL (£24,000) and LRL (£20,000). 11. Interest bearing accounts.

Appendix C: Joint Administrators’ Time Costs and Expenses

Pre‐Administration Costs

Details of pre‐Administration costs were set out in the Joint Administrators’ proposals, including the scope of work undertaken prior to the Administrations, why this work was required prior to the Administrations and how the work was intended to further the achievement of the Administrations. A brief summary is set out below:

 Under an engagement letter dated 28 August 2020 with CRGHL, FTI incurred total time costs of £420,008 for work undertaken in the period prior to the Administrations for which FTI were paid in full ahead of the appointment of the Joint Administrators over the Companies.  The work carried out with a view to the Companies entering Administration principally related to the pre‐pack transaction and other preparatory work required for the Companies to enter Administration in an orderly manner and for the purpose of maximising the outcome for creditors.  Burges Salmon LLP were instructed under a separate and distinct engagement to undertake the necessary legal work to place the Companies into Administration. We have not been party to the fees they incurred in the lead up to the Administrations, but we understand these were paid in full.

All payments made to the Joint Administrators’ in respect of pre‐administration fees was paid by CRL.

Post ‐Appointment fee Basis

In the remainder of this appendix, we have provided the following information that specifically relates to our work as Joint Administrators:

 A description of the work we have already done, work that is ongoing and that we propose to undertake; and

 Details of the expenses we consider have been,t or tha we think are likely to be incurred.

Summary of our work in the Administrations

The main body of our report includes narrative on the main areas of our post‐appointment work on the Administrations. The table below provides more information on these key areas of work, with an indication as to whether this work is ongoing (O), completed (C) or intended future work (F). We have also indicated in the table below the rationale for undertaking the work, for example, whether required by statute or compliance with the SIPs, or whether it had a potential direct benefit for creditors.

Rationale/ Benefit to Category Description Creditors Administration &  Case planning ‐ devising appropriate strategies for all entities and dealing with Statutory / compliance Planning the case and giving instructions to relevant staff members to undertake requirement, and to specific workstreams as and when required (O). ensure efficient project management

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 Issuing the statutory notifications to creditors and others required on appointment as office holder, including gazetting the office holders’ appointments (C).

 Routine administrative tasks, such as setting up case files, dealing with routine correspondence (O).

 Obtaining specific penalty bonds (this is insurance required by statute that every insolvency office holder has to obtain for the protection of each estate) (C). Review of this bond on a quarterly basis (O).

 Reporting on the outcome of the approval of the Proposals to the creditors, Companies House and the Court. (C)

 Cashiering – including opening, maintaining and managing the office holders’ estate bank accounts, processing of receipts and payments and bank reconciliations (O).

 Undertaking periodic reviews of the progress of the cases, including six‐ month progress reports to creditors (O).

 If appropriate, seeking consent for extensions to the period of the Administrations and filing the relevant notices with the Registrar of Companies (F). Investigations  Where required: recovering, listing and reviewing the books and records for Statutory requirement the cases (C). and to assess whether potential claims against  Submitting online returns on the conduct of the directors for each of the eight third parties for the entities as required by the Company Directors Disqualification Act (C). benefit of creditors

 Conducting initial investigations with a view to identifying potential asset recoveries by seeking and obtaining information from relevant third parties, such as the bank, accountants, solicitors, etc. (C).

 Liaising with the Companies’ directors in relation to the completion of the Statement of Affairs (C).

 Reviewing books and records to identify any transactions or actions the office holder may take against a third party in order to recover funds for the benefit of creditors (C). Realisation of  Completing a sale process of substantially all the assets in the Group (C). Identify, assess and seek Assets to realise value for  Monitoring of quantum and timing of Business Rates refunds (O). creditors

 Liaising with the Company bankers regarding pre‐appointment accounts and arranging for periodic transfers of funds, including pre‐appointment debtors, and closure of the accounts (O). Landlords &  Arranging suitable insurance over assets including the leasehold properties Required under the terms Property where LTOs have been granted (C). of the APA, and LTO which provided  Regularly monitoring the suitability and appropriateness of the insurance significant benefit to the cover in place (O). Companies’ creditors

 Administration of lease surrenders and correspondence with non‐retained landlords (O).

 Administration of LTO’s for retained sites, including invoicing and payment of rent during the LTO period (O).

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 Handling the surrender of non‐retained landlords and dealing with the claims these landlords have in the relevant Administrations (O).

 Accounting for receipts and payments from both the Purchasers and landlords in relation to the license to occupy (O).

 Reviewing and completing on assignments agreed between the landlords, Purchasers and the Companies (O).

 Continued correspondence with the Purchasers in relation to the assignments and issues faced at various of the leasehold properties (O) Creditors  Obtaining information from the case records about employee claims (C). Statutory requirements and required for orderly  Completing documentation for submission to the Redundancy Payments case management. Office (C). Dividends represent the  Corresponding with employees regarding their claims (O). distribution of available assets to creditors in  Liaising with third party providers instructed on the case to assist in dealing respect of their claims. with employee claims; obtaining reports and updates from them on the work done (O).

 Dealing with creditor correspondence, emails and telephone conversations regarding their claims (O).

 Maintaining up to date creditor information on the case management system (O).

 Reviewing proofs of debt received from creditors, adjudicating on them and formally admitting them for the payment of a dividend (O).

 Calculating and paying dividends to creditors (both Preferential and Prescribed Part) (O).

 Issuing the notice of declaration of dividend (F).

 Paying tax deducted from the dividends paid to employees (F). Tax  Preparing and filing VAT returns (O). Statutory requirements, but necessary to ensure  Preparing and filing Corporation Tax returns (O). tax is accounted for accurately and on time to  Seeking closure clearance from HMRC and other relevant parties (F). ensure no financial detriment to creditors. Reporting  Preparing, reviewing and issuing Proposals to the creditors and members (C). Required by statute and to inform creditors on the  Filing the Proposals at Companies House (C). progress of the Administrations  Reporting on the outcome of the approval of the Proposals to the creditors, Companies House and the Court (C).

 Reporting to the Lenders on the progress of the Administration (O).

 Preparing, reviewing and issuing six‐monthly progress reports to creditors (O).

 Filing progress reports at Companies House (O).

 Preparing, reviewing and issuing final reports to creditors and members (F).

 Filing final reports at Companies House (F).

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Technology  Where required, registering with the Information Commissioners Office to Compliance/legal ensure GDPR compliance (C). requirement

Proposed Basis of Remuneration

In our Proposals we explained that we would be proposing that our remuneration be fixed as a set fee and that remuneration would only be drawn from the estates of CRL, JRL and LRL in the amounts set out in the table below:

Fee by Entity Entity Fee (£'000) Limeyard Restaurants Limited 50 Jackson and Rye Restaurants Limited 100 Cote Restaurants Limited 1,430 Total 1,580

The Joint Administrators consider that £1.58m is a reasonable and fair reflection of the work expected to be required in order to complete the workstreams detailed in the table above. At the time of the Transaction and as part of assessing the level of Prescribed Part funds and associated fees, we provided an estimate of our costs for the likely work required in relation to the Administrations; and agreed in principle with the Secured Creditor that we would fix our fees at this level. A set fee basis was therefore considered to be most suitable for the circumstances and provided the Secured Lenders with a degree of certainty in their outcome from the Administrations.

Whilst costs have been and will continue to be incurred in properly dealing with the affairs of TBL, CRGHL, GML, CBGL and CKL, the Joint Administrators have considered the position and taken the view that they will not seek to recover fees from any of these estates. As the Preferential Creditors will be paid in full in JRL and LRL and a maximum Prescribed Part payment is expected to be made from CRL, the party with the principal financial interest in the level of our remuneration in each of these estates is the Secured Lenders. As set out earlier, the Secured Lenders have confirmed their agreement to this basis of remuneration and the amounts proposed.

The set fees proposed were based on all the work required to progress and conclude the Administrations within one year of appointment. However, given the number of property assignments that remain to be agreed, there is a high possibility that a number of the Administrations will go beyond this anniversary. Where this is the case, we anticipate that an increase to the set fee may be required as a result of the additional work required, and further approval will be sought at the appropriate time.

Approval of fee basis and estimates

Fee approval is required in relation to both the basis and the level of the set amount for CRL, JRL and LRL. Such approval is required from the Secured Creditors (and in the case of JRL and LRL, the Preferential Creditors also) prior to any remuneration being drawn.

As set out earlier in the report, Secured Creditor approval was received on 2 February 2021 to the basis and the level of the set amount requested from CRL. As Secured Creditor approval was the only authority required in order for the Joint Administrators’ to draw fees an invoice was subsequently raisedd and pai shortly after the end of the Period.

We will shortly seek similar approval from the Preferential Creditors to the basis and level of the set fees for JRL and LRL. Approval to the basis and the level of the set fees in JRL and LRL were agreed bye th Secured Creditor on 2 February 2021.

Cost Estimates

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Provided below are breakdowns of our estimated external costs (exclusive of any applicable VAT). These costs have largely been incurred in CRL with the exception of ERA solutions who were paid out of JRL. Certain expenses relating to both EPE Reynell and AON UK Limited have been paid out of the estate of CRL despite relating to other administration entities. This has been agreed with the Secured Lender, who are the only party impacted by these payments.

Total costs have exceeded our previous estimate for the following reasons:

 AON UK Limited – increases to our initial insurance bonds nhave bee required in GML, JRL and LRL. Additionally, the extension of the LTO for a further six months resulted in additional public liability insurance being required in respect of all of the leasehold properties continuing under the LTO.

 EPE Reynell ‐ the initial estimate in the Administrators’ proposals assumed a single advert would be placed for the appointment for all entities, as opposed to eight individual advertisements which was subsequently required.

 Burges Salmon ‐ the estimate for legal fees has increased significantly as a consequence of time spent in various proceedings brought by certain landlords in relation to forfeiture applications as well as additional time spent in dealing with landlords following the vacation from those Properties by the Purchasers.

Professional Advisors and Subcontracted Work

The table below provides details of professional advisors and subcontractors that we have engaged on this project. The use of subcontractors is in relation to work that we could have done, but that we have outsourced. The estimated costs for engaging these third parties was shown in the previous table.

Professional Advisors and Subcontracted Work Advisor/Subcontractor Service Provided Basis of Fee Arrangement ERA Solutions Employee Claims Fixed fee based on number of employees Burges Salmon Legal Advice Time Costs Gerald Eve Business Rates Recovery 15% of cash realisations

Our choice of ERA to assist with employee claims, Burges Salmon to provide legal support and Gerald Eve to assist with historic business rates recoveries was based on our perception of their experience and ability to perform this type of work and the complexity and nature of the assignment. Weo als considered that the basis on which they will charge their fees represented value for money for creditors. Other than the legal advice, the work could have been undertaken by our teams, but we have outsourced this work as we consider it to be more cost effective and the providers have relevant specialist experience.

We have also utilised the services of other teams within FTI Consulting LLP to assist with the Administration process. The fees of our tax and strategic communications teams have been included within the set fees. By working closely with our internal teams, we believe a more coordinated and cost‐effective approach to the Administration workstreams has been possible.

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Expenses

The table below provides an analysis of expenses. Category 1 expenses are payments to independent third parties where there is specific expenditure directly referable to the case. The type of disbursements that may be charged as a Category 1 expenses to a case generally comprise of external supplies of incidental services specifically identifiable to the case such as postage, statutory case advertising, invoiced travel, external printing, room hire, and document storage.

Also chargeable will be any properly reimbursed expenses incurred by personnel in connection with the case. Approval from creditors is not required for these expenses to be drawn.

Category 2 expenses are costs that are directly referable to the case but not a payment to an independent third party; these may include shared or allocated costs. We do require approval before drawing Category 2 expenses. The body of creditors who approve our fees also have responsibility for approving of Category 2 expenses.

An estimate of our anticipated Category 2 expenses are set out in the table below. There have been no Category 1 expenses incurred to date, nor are any expected to be incurred.

Estimated Expenses by Category Type of Cost Category Estimated to be Incurred (£'000) Postage Category 25 Stationary Category 25 Total 10

No Category 1 or Category 2 expenses have been paid as at 27 March 2021.

Other Fee Disclosures

A copy of the Creditors’ Guide to Administrators’ Fees provides further information on administrators’ fee and your rights, and is available at: https://www.fticonsulting‐emea.com/~/media/Files/emea‐‐files/creditors‐portal/cip‐emea‐forms‐ info/guide‐to‐administrators‐fees‐6‐april‐2017‐england‐wales.pdf

Further information about creditors’ rights can also be obtained by visiting the creditors’ information micro‐site published by the Association of Business Recovery Professionals (R3) at http://www.creditorinsolvencyguide.co.uk/

There are no business or personal relationships with parties responsible for approving remuneration or who provide services where the relationship could give rise to a conflict of interest.

No payments have been made to any associate of FTI or any third party that we consider could be perceived to have an association with FTI, and no such payments are expected.

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Appendix D: Creditors’ Statement of Claim Form

Rule 14.4 The Insolvency (England and Wales) Rules 2016

Proof of Debt – General Form

IN THE HIGH COURT OF JUSTICE BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES INSOLVENCY AND COMPANIES LIST

Company Name Company Number Court Reference Number (of 2020)

Cote Restaurants Limited 05982915 CR‐2020‐003820

Cote Restaurants Group Holdings 08659502 CR‐2020‐003821 Limited

Cote Kitchens Limited 12599618 CR‐2020‐003828

Limeyard Restaurants Limited 08207403 CR‐2020‐003823

Jackson and Rye Restaurants Limited 08504197 CR‐2020‐003825

Greenfields Meat Limited 09486138 CR‐2020‐003824

Cote Group (Bidco) Limited 08662633 CR‐2020‐003822

Taste Bidco Limited 09654975 CR‐2020‐003819

Together “the Companies” (In Administration)

Date of Administrations: 28 September 2020

1 Name of creditor

(If a company, please also provide the company registration number)

2 Correspondence address of creditor (including any email address)

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3 Total amount of claim (£)

(include any Value Added Tax)

4 Name of Cote entity to which your claim relates

5 Details of how and when the debt was incurred.

(If you need more space, attach a

continuation sheet to this form)

6 Details of any security held, the value of the security and the date it was given.

7 Details of any reservation of title claimed in respect of goods supplied to which the debt

relates.

8 Details of any document by reference to which the debt can be substantiated

9 Signature of creditor

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Joint Administrators’ Progress Report

(or person authorised to act on the creditor’s behalf)

10 Address of person signing if different from 2 above

11 Name in BLOCK LETTERS:

12 Position with, or relation to, creditor

13 Date of signature

14 Bank account details, including Sort Code and Account Number if UK account

Admitted to vote for Admitted for dividend for

Amount (£) Amount (£)

Date Date

Mathew Boyd Callaghan Andrew Johnson

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JOINT ADMINISTRATOR JOINT ADMINISTRATOR

Notes: 1. This form can be authenticated for submission by email by entering your name in block capitals and sending the form as an attachment from an email address which clearly identifies you or has been previously notified to the office holder. If completing on behalf of a company, please state your relationship to the company. Please submit this form along with supporting documentation by email to [email protected] or by post at: Cote Group (in Administration) c/o FTI Consulting LLP 200 Aldersgate London

EC1A 4HD

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[email protected]

About FTI Consulting

FTI Consulting is an independent global business advisory firm dedicated to helping organisations manage change, mitigate risk and resolve disputes: financial, legal, operational, political & regulatory, reputational and transactional. FTI Consulting professionals, located in all major business centres throughout the world, work closely with clients to anticipate, illuminate and overcome complex business challenges and opportunities. Connect with us on Twitter (@FTIConsulting), Facebook and LinkedIn.