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Sandpiperci Group Limited Directors’ Report & Consolidated Financial Statements for the Period Ended 1 February 2020 Contents

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Sandpiperci Group Limited Directors’ Report & Consolidated Financial Statements for the Period Ended 1 February 2020 Contents SANDPIPERCI GROUP LIMITED DIRECTORS’ REPORT & CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 1 FEBRUARY 2020 CONTENTS Management Report Consolidated Financial Statements 3 Company Information 17 Consolidated Profit and Loss Account 4 Board of Directors 17 Consolidated Statement of 5 Executive Chairman’s Review Comprehensive Income 6 Financial Summary 19 Consolidated Balance Sheet 7 Directors’ Report 20 Consolidated Statement of 9 Corporate Governance Report Changes in Equity 21 Consolidated Cash Flow Statement 11 Independent Auditor’s Report 24 Notes to the Financial Statements 2 MANAGEMENT REPORT The Directors who served throughout the period and up to the date of signing these financial statements were as follows: EXECUTIVE DIRECTORS ATJ O’Neill, Executive Chairman from 11th November 2019; previously Chief Executive Officer AJ van der Hoorn, Chief Financial Officer appointed 30th April 2019 NON EXECUTIVE DIRECTORS SJA Harrison from 1 June 2019; previously Group Finance Director J Ravenscroft TR Scott COMPANY INFORMATION Registered Number: Independent Auditor: 97651 (Jersey) BDO LLP Arcadia House Company Secretary: Maritime Walk Ocean Village AJ van der Hoorn (appointed 30 April 2019) Southampton SJA Harrison (resigned 30 April 2019) England SO14 3TL Registered Office: Registrar: 1-2 L’Avenue Le Bas Link Asset Services Limited Longueville 12 Castle Street St Saviour St Helier Jersey JE4 8NB Jersey JE2 3RT Listing Sponsor: Ravenscroft Limited PO Box 222 20 New Street St Peter Port Guernsey GY1 4JG 3 BOARD OF DIRECTORS The Board comprises two Executive Directors and three Non-Executive Directors. TONY O’NEILL, EXECUTIVE CHAIRMAN Tony was CEO of the Company since its buyout in August 2007 until his appointment as Executive Chairman. He spent 13 years at Marks and Spencer rising to a senior executive position. He subsequently worked for Somerfield where he held the following main Board positions – Managing Director Convenience Division, Buying Director, Group Operations Director and finally Managing Director of Somerfield Stores. He then moved into private equity working on turnarounds. TONY VAN DER HOORN, CFO AND COMPANY SECRETARY Tony was appointed as CFO of the Company in April 2019 following his return to the UK from New Zealand. He has held senior financial positions in UK retail organisations such as Littlewoods, Iceland Stores and most latterly Sainsbury’s Supermarkets where he was the Director of Corporate Finance. Tony has also been CFO for two of New Zealand’s largest retail businesses – Foodstuffs (food retail) and Farmlands (rural supplies). JON RAVENSCROFT, NON-EXECUTIVE DIRECTOR Jon founded Ravenscroft Limited (formerly Cenkos Channel Islands Limited) in 2005. He has more than 35 years’ experience in stockbroking, starting his career at Sheppards & Chase in 1983 in Guernsey and then the Isle of Man before returning to establish Canaccord Genuity Wealth (International) Limited (formerly Collins Stewart (CI) Limited). Jon joined the Board in 2018. TOM SCOTT, NON-EXECUTIVE DIRECTOR Tom is a director and one of the ultimate beneficial owners of Sealyham Investments Limited, a significant investor in the Company. Tom, who is a Chartered Accountant, joined the Board in 2016 and previously served as a non-executive director of C.I. Traders Limited and Ann Street Brewery Limited. His other principal areas of interest are in commercial property development in the Channel Islands, Leicester Tigers rugby club and general financial, retail & leisure investments. STEPHEN HARRISON, NON-EXECUTIVE DIRECTOR Upon the listing of the Company in May 2019, and after 11 years as Group Finance Director and Secretary, Stephen moved into a Non-Executive Director role and is Chairman of the Audit Committee. Prior to joining the Company, he held senior divisional finance director roles at Northern Foods plc and as finance director of several companies including Dollond & Aitchison Limited and Leeds United plc. Stephen has a MSc in Management (now MBA) from the London Business School. 4 v EXECUTIVE CHAIRMAN’S REVIEW for the period ended 1st February 2020 Our first financial period as a listed entity As you would expect, we have taken a very firm TONY O’NEILL, EXECUTIVE CHAIRMAN finished on 1 February 2020. Whilst sales line on stopping any discretionary spend within remained under pressure throughout the the business but at this stage of lockdown it is whole period, driven in part by reducing town very difficult to accurately project line of sight centre footfall and the continued growth of on performance for the new financial period. online shopping, I am very pleased to report We have therefore taken the decision to defer that our adjusted trading EBITDA showed our interim dividend scheduled for June this growth of just under 10% on the prior period year until we have a better understanding and that our Shareholder Funds increased by of the long-term impact of COVID-19 £3.7m in the period to £63.6m. although we intend to revisit this decision later this year. This will provide us with We had expected to see this performance maximum flexibility around how we prioritise consolidated in the new financial period, uses of our historic strong net cash inflows although we were wary of supply chain issues over the next few critical months. impacting availability should a no deal Brexit occur. All these thoughts were of course put I must also mention our withdrawal from the into perspective by the arrival of COVID-19 Randalls Guernsey acquisition driven by the in the Channel Islands and before that in the potential COVID-19 impact on our financial Iberian Peninsula. position. We regret that events conspired against us and send our best wishes to the Our primary concern is now of course the Randalls team. health and safety of our colleagues working in food shops and our customers who shop with Looking to the future, our recent performance us. Our non-food shops were closed in March is testimony to our stable of blue chip brands, by government decree but are beginning to long-term franchise agreements, and the reopen as I write this report. I must thank and relationships we have developed with those congratulate my front line colleagues for all of companies and we are actively working on their efforts in ensuring our shelves remain as various development initiatives which will full as possible. They have been outstanding start to kick in once lockdown is removed. and deserve to be included in the ‘Thursday night clap’ which has become such an integral In closing, having given due consideration part of our lockdown lives. Not least because to the potential impact of COVID-19 on the of our new home delivery services across all of financial performance of the Group and, our key brands, which were introduced from after making enquiries and reviewing scratch within 2 weeks of lockdown. the Group’s forecasts and projections, repayments and servicing of borrowings and We continue to work closely with the relevant stress testing trading performance, the Board authorities in both Bailiwicks and are playing remains confident of the long term future of our part, as a landlord, in supporting local the Company. businesses who are our tenants. Clearly, the loss of our non-food stores is having a negative effect on performance and whilst supermarkets are trading strongly, we are incurring extra costs due to social distancing and much higher than normal sickness rates. Tony O’Neill Executive Chairman 4th June 2020 5 v FINANCIAL SUMMARY for the period ended 1st February 2020 1 2 3 4 5 ­ ­ financial period 6 ­ ­7 ­ ­ ­ ­ ­6,7 ­ NOTES: 1 Increase driven by the acquisition of Nelson driven by the sale of Canning Court & Arzl House during the first quarter of t he financial properties in the prior period. period. 5 Reduction in interest payable driven by 2 Improvements in cost controls were offset waiver of loan notes during the current period. by £1.2m of costs attributable to the listing Adjusted Basic EPS and Adjusted Trading of the Company on The International 6 Stock Exchange (“TISE”). EBITDA are calculated after adding back non- recurring items such as costs of listing on TISE Prior to 2020 investment property 3 (2020) and costs associated with converting was revalued triennially, in line with accounting policy, leading to the significant and rebranding stores (2019 and 2020). uplift in value in 2019. As from 2020 Trading EBITDA represents Operating Profit accounting policy has changed to revalue 7 before depreciation, amortisation, profit or loss properties annually. on disposal of fixed assets and revaluation of 4 Profit on disposal of fixed assets reduction is investment property. 6 DIRECTORS’ REPORT The Directors present their Directors’ Report and the Consolidated Financial Statements of SandpiperCI Group Limited (formerly Sandpiper Topco Limited) (the “Company”) and its subsidiaries (together the “Group”) for the period ended 1 February 2020. Sandpiper TopCo Limited changed its name to Sandpiper CI Group Limited on 21 May 2019. PRINCIPAL ACTIVITIES POLITICAL CONTRIBUTIONS The Group is principally engaged in the The Group made no political contributions in operation of convenience stores and other the period (2019: £nil). retail outlets in the Channel Islands. DIRECTORS’ INTERESTS
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