Conviviality Retail Plc
Annual Report and Accounts 2015
Conviviality Retail Plc Annual Report and Accounts 2015 The UK’s largest franchised off-licence and convenience chain 
offering expert wholesale terms, exceptional breadth of range, 
quality and value to our Franchisees and their customers. 
Delivering growth 
and securing 
a long-term 
sustainable future
The Bargain Booze team is right behind you, doing all they 
can to increase my profit, whether it’s revamping the website 
or investing in major national TV ads. They’ve launched a new 
mobile loyalty app full of promotions and competitions and also 
signed a major deal with Royal Mail to deliver our promotions 
to two million households. I’m already seeing the benefits, 
with more shoppers through my door than ever before.
Alex Kapadia
Franchisee since January 2003 1
Conviviality Retail Plc
Annual Report and Accounts 2015
2015 Highlights
Strategic report
1 2015 Highlights
2 Conviviality Retail at a glance
4 What sets us apart
5 Chairman’s statement
6 Chief Executive’s statement
10 Our markets
12 Franchisee relationships
14 Our business model
16  Our strategy and KPIs
18 Our principal risks and uncertainties
20 Financial review
22 Corporate social responsibility report
Governance
24 Board of Directors
26 Remuneration report
29 Directors’ report
32  S t at e m e nt of 
Directors’ responsibilities
33 Independent auditor’s report
Financial statements
34 Consolidated income statement
35  C o n s o l i d at e d s t at e m e nt 
of financial position
36  C o n s o l i d at e d s t at e m e nt 
of changes in equity
37  C o n s o l i d at e d s t at e m e nt 
of cash flows
38 Notes to the financial statements
60 Company balance sheet
61  Notes to the Company 
balance sheet
IBC Directors, secretary and advisors
Financial highlights
Revenue
£m
£364.1m
+2.4%
EBITDA
£m
£12.9m
+3.5%
371.8
355.7
364.1
2013 2014 2015
Profit before tax and exceptional items
£m
£9.7m
+4.4%
7.1
9.3
9.7
2013 2014 2015
12.6
12.4
12.9
2013 2014 2015
Operational highlights
 > 21 existing Franchisees opened additional stores; 
35 new Franchisees joined the Group
 > Store estate increased stores by 29 (4.9%) to 624
 > Franchisees’ average profitability increased by 0.8%
 > Improved store standards with Gold standard stores 
up 291% to 305 (2014: 78)
 > 441 stores benefited from the new updated 
Bargain Booze fascia
 > 10 Wine Rack stores have been franchised across 
four Franchisees
 > Improved our wine capability and credibility, with wine 
participation up 7.0%
 > Acquired 31 Rhythm & Booze stores and 37 GT News 
stores of which 42 subsequently franchised
 > Crewe warehouse transformed and transport function 
brought in house
 > Successful launch of the mobile app generating over 
30,000 downloads
 > Successful pilot of Click and Collect across 66 stores
 > Key appointments to strengthen the Board
Find out more online 
convivialityretail.co.uk
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Conviviality Retail Plc
Annual Report and Accounts 2015
Conviviality Retail at a glance
Differentiated 
leading brands 
Bargain Booze is a destination off-licence with an 
extensive range of over 1,500 off-licence products 
available at prices targeted to be 10%* below the 
supermarkets. 60% of the alcohol assortment 
is on promotion at any one point in time, offering 
customers great value, everyday low prices. 
Bargain Booze offers great service and prices 
across off-licence and tobacco products as 
well as strong ranges, of crisps, snacks and 
confectionery and, in the larger stores, 
grocery and convenience foods.
Conviviality Retail’s brands have unique points of difference 
to enable them to stand out and compete in a busy and 
undifferentiated competitive landscape. With over 49,000 stores 
in the convenience market it is important to ensure that customers 
recognise the brands that will meet their everyday needs for 
great value and top-up shopping, have opening hours to meet 
their needs and are in locations that are convenient to them. 
Conviviality has developed clear and unique propositions 
that lead with great value off-licence, and in the case of select 
convenience with convenience foods, and all have strong 
and distinctive messaging. 
Bargain Booze Select Convenience is an off-licence 
convenience store with a range of over 4,000 
products available to customers looking to be able 
to top up on the everyday items and fresh foods 
as well as being able to buy fantastic off-licence offers. 
Select Convenience stores operate at the heart of 
their local community, ensuring they meet the needs 
of their customers across off-licence, groceries and 
fresh foods as well as providing local services such 
as lottery, PayPoint and Click and Collect.
Wine Rack offers an accessible mid-market alternative 
to premium specialists and an exciting, inspirational 
range that helps customers learn about wine, while 
assuring value for money at every price point (the 
average price for a bottle of wine at Wine Rack is 12% 
less than at Majestic Wine**). Our priorities are to 
assure exceptional customer service, great value for 
money at every price point, always something new 
to discover, wines and spirits you can’t buy anywhere 
else, and an emotional connection to the products.
* Source: 24 I.S. Ltd.
** Source: Majestic Wine PLC Annual Report & Accounts 2015 and internal data. 3
Conviviality Retail Plc
Annual Report and Accounts 2015
Bargain Booze
%
 Wine
 Spirits
 Grocery
 Tobacco
 LBC*
 Wine
 Spirits
 Grocery
 Tobacco
 LBC*
 Wine
 Spirits
 Grocery
 Tobacco
 LBC*
Bargain Booze Select Convenience
%
Wine Rack
%
15%
13%
50%
16%
11%
16%
10%
18%
3%
31%
36%
14%
28%
22%
17%
17%
15%
9%
30%
29%
* Lager, beer, cider.
Strategic report Strategic report
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Conviviality Retail Plc
Annual Report and Accounts 2015
What sets us apart
Championing local 
off‑licence led convenience
Franchisees are central to our business, 
which is why we work to constantly build 
and maintain strong relationships with them.
Unrivalled support of our Franchisees increases their potential for success
National marketing
Franchisees benefit from distinctive 
brands supported by national 
advertising campaigns and digital 
marketing to reinforce the brand 
proposition. We are also continuing 
to develop our digital capability 
with our mobile app and Click 
and Collect proposition.
Expertise and support
We believe in strong strategic 
supplier relationships which we 
reinforce through our six weekly 
Franchisee meetings and Franchisee 
forum. All of our Franchisees benefit 
from full call-centre and back-office 
support. This includes EPOS, store 
marketing, payroll, stock management 
and management information, and 
advice on standards, store layout 
and merchandising.
Product availability
Between our distribution centres and 
transport teams we are able to provide 
Franchisees with twice-weekly deliveries 
made on time and in full, making it 
easier for Franchisees to manage their 
operation and maintain availability.
Rewarding loyalty
We want our Franchisees to 
enjoy a rewarding and successful 
relationship with us. We invest in 
reward schemes that recognise 
their loyalty and encourage growth 
for the Franchisee and the Company. 
This is why we introduced our 
award-winning Franchisee Incentive 
Plan where Franchisees are awarded 
up to 3,500 shares for hitting certain 
targets. In addition we have a number 
of cash award schemes that recognise 
Franchisees who grow their wholesale 
sales with us.
Convenience
Locations are carefully chosen to ensure 
the catchment areas have the right 
number of target customers who seek 
the great value and choice Conviviality 
offers. Our award-winning buying team 
ensures our stores are well ranged and 
meet our customers’ needs.
Value and pricing
Our everyday low pricing (at least 10% 
below multiples*), our low-cost operating 
model, buying power, 21 days’ credit 
scheme and ability to execute promotions 
all seamlessly help Franchisees and aid 
their success.
* Source: 24 I.S. Ltd.
WE SUPPORT OUR 
FRANCHISEES 5
Conviviality Retail Plc
Annual Report and Accounts 2015
This has been a year 
of growth for the Group 
and the results clearly 
demonstrate the delivery 
of our strategy set out 
in 2013 as we continue 
to develop the business 
and drive growth. 
Our acquisitions of Rhythm & Booze in 
May 2014 and GT News in February 2015 
have strengthened our position and 
enabled growth in new areas. Our ambition 
to increase our presence in Scotland 
has resulted in a trial with Scotmid 
to franchise stores.
The significant changes to the Group 
over the last two years mean that we 
are now in a position to drive sustainable 
growth across the business, deliver value 
to our shareholders and Franchisees and 
continue to provide an exceptional service 
and experience for our customers. 
As a company we are passionate about 
our business and brand, with our values 
being driven from the ground up: passion, 
adaptability, teamwork, excellence and 
professionalism. We run recognition 
schemes throughout the year to celebrate 
employees who demonstrate these values. 
We work with a number of charities with 
a focus on community-based projects as 
we believe we are an important supplier 
and employer in the local community. 
During the year, we supported charities 
including Beanstalk, Cheshire & Shropshire 
Immediate Care and Funky Choir. 
We are pleased to announce that the 
Board is proposing a 5% increase in the 
final dividend to 6.3 pence per share, 
making a full year dividend of 8.3 pence 
per share (2014: 8.0 pence per share).
During the year we welcomed two new 
Board members, Andrew Humphreys 
as Chief Financial Officer in June 2014 
and Amanda Jones as Chief Operating 
Officer in October 2014, completing the 
recruitment of our Executive team. After 
the period end, we appointed Ian Jones 
as a Non-Executive Director; he brings 
with him extensive retail and operational 
experience to complement the Board.
On behalf of the Board, I would like 
to thank all of our new and existing 
Franchise partners and our employees 
for their continued passion and 
commitment to our Group.
David Adams
Chairman
13 July 2015
Chairman’s statement
A strong year of growth 
and development
Read more about our 
governance on pages 24 to 33
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Conviviality Retail Plc
Annual Report and Accounts 2015
Chief Executive’s statement
It has been my privilege 
to lead this business 
since February 2013. 
Our people, our Franchisees and our 
suppliers have worked together with a 
common aim and belief that we can make 
a real difference in our local communities 
through a relentless focus on meeting our 
consumer needs while providing a unique 
customer experience. Our 389 Franchisees 
are local people, employing local people, 
and are passionate about their customers 
and the communities in which they 
trade. By operating at the heart of their 
communities they play a key role in 
re-energising their locality; their stores 
are exciting and energising places 
to shop and their employees serve 
with care, consideration and 
great responsibility.
Overview
An important aspect of our business 
model is flexibility, protecting our earnings 
through periods of significant change 
in our organisation and a competitive 
external environment. This year has seen 
our strategy of revitalising our brands, 
Bargain Booze, Select Convenience 
and Wine Rack, alongside infrastructure 
investment, gaining traction with 
customers and Franchisees.
Results
We have continued to deliver against 
our objectives set out at flotation in 
July 2013 and are pleased to report 
profits slightly ahead of expectations, 
during a year where we have delivered 
significant change across our business. 
Our EBITDA has remained resilient in 
spite of the later phasing of our store 
openings than planned and an earlier 
Easter. Revenue has improved this 
year by 2.4% versus a fall of 4.3% in the 
prior year and gross margin improved 
to 10.2% (2014: 9.2%). Profit before tax 
and exceptional items increased 4.4% 
to £9.7m. The Group remains debt free 
with net cash of £1.2m at the year end. 
Franchisees
We have been investing in our 
relationship with the Franchisees 
and our focus on driving the success 
of our Franchisees has seen more than 
20 existing Franchisees open new stores 
in the year. The number of stores owned 
by multiple Franchisees has increased by 
22%. It is pleasing that four of our existing 
Franchisees have added Wine Rack stores 
to their portfolio. For the last two years we 
have embarked on a major restructuring 
of our Franchisee base; this programme has 
now come to an end, arresting the number 
of closures, and we are successfully 
rebuilding the new store pipeline to fuel 
growth from a stronger base.
Our store numbers have increased 
to 624 representing a 4.9% increase 
on the prior year. Our offer to potential 
new Franchisees is increasingly compelling, 
enabling them to compete effectively and 
generate solid profits. Our core model 
is predicated by Franchisee loyalty and 
a commitment to upholding the values of 
our brands. This, combined with the high 
standards that we set, helps deliver our 
differentiated “local customer experience”.
We now have some of the highest 
levels of loyalty in the sector with our 
Franchisees buying 94.3% of all goods 
sold from Conviviality (2014: 93.3%).
Central to our plans is a motivated 
and equitably rewarded Franchise 
Creating 
successful relationships
Read more about our strategy 
and KPIs on pages 16 and 17
Read about our corporate 
social responsibility 
on pages 22 and 23 7
Conviviality Retail Plc
Annual Report and Accounts 2015
We have built a unique diversity of sites 
satisfying different customer needs and 
providing a comprehensive offer close 
to our target customers, underpinned 
by the flexibility of our portfolio of fascias. 
This flexibility has made us attractive to 
larger Franchisees who wish to operate 
a number of fascias, making it easier for 
us to acquire and rebrand acquired 
parcels of diverse stores.
Franchisees joining the Group have 
been attracted by our unique Franchisee 
benefits, but importantly they see the value 
of being part of a collaborative and forward 
thinking group. Following the acquisition 
of GT News in February 2015, we were 
pleased to welcome Jonathan James, 
the former chairman of the Association 
of Convenience Stores and a well-respected 
entrepreneur within the convenience 
sector, to our Group. Jonathan has entered 
into a ten year franchise agreement taking 
control of 36 stores from the acquisition. 
Jonathan’s key reason for joining us 
was, and I quote, “Conviviality is truly 
championing local off-licence convenience 
on the high street; it’s this unique strategy 
that makes it stand out from the crowd.”
Expanding our geographical 
coverage is one of our substantial 
growth opportunities and this year 
we have analysed the optimal locations 
for growth across the UK. Our postcode 
analysis identified priority areas of the 
North East, Yorkshire, the South West and 
Scotland. We expect that a combination of 
current and new Franchisees, in particular 
North East Convenience Stores, will 
address the growth potential in the 
North East. Our acquisition in May 
last year of 31 Rhythm & Booze stores 
enabled growth in Yorkshire and the 
recent acquisition of 37 GT News stores 
strengthens this position and builds 
our presence in the East Midlands. 
Our ambition to grow in Scotland is 
being pursued via a trial with Scotmid 
to franchise stores. This trial is showing 
positive early signs. The first store 
opened in Stevenston, followed by 
Annan in June, and further stores 
will be opened during July.
The significant change we have driven over 
the last two years leaves us in a strong position 
to now drive growth into the business. 
Diana Hunter
Chief Executive Officer
base with our Franchisees valuing their 
involvement in the success of the Group. 
Importantly not only has Conviviality 
returned a strong financial performance 
but so have our Franchisees. This is 
key to the continuation of our success. 
All of our Franchisees have seen the 
potential to improve their profits by 
over £14,000 per year, compared to 
two years ago, through a consistent 
improvement in retail margin and 
the benefits of our award-winning 
Franchisee share scheme. We 
actively reward Franchisee loyalty 
and compliance and the Franchise 
share scheme enables Franchisees 
to be awarded up to 3,500 shares per 
store for achieving annual standards 
targets. This year 1.4m nil cost share 
options have been allocated under the 
Franchisee Incentive Plan and almost 
£900,000 has been awarded through 
the overrider scheme to our Franchisees.
Over the last 12 months we have 
welcomed 35 new Franchisees to the 
Group who we are working closely with 
to ensure their success within the Group. 
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Conviviality Retail Plc
Annual Report and Accounts 2015
Chief Executive’s statement continued
Our brands
To support our Franchisees further and 
to help them to attract and retain more 
customers we have modernised our 
brands, helping our Franchisees become 
more connected with their customers 
through our use of social media and 
digital marketing. We have the highest 
number of active Facebook fans in our 
sector at 68,000 and we actively use 
social media to communicate offers and 
promotions. In April 2015 we piloted our 
Click and Collect service and rolled this 
out to our Franchisees, a unique offering 
for any franchise business. One of the 
early trial Franchisees said of Click and 
Collect, “The service was really slick 
to use and a huge leap forward.”
We continue to strengthen our brands; 
we have updated our image to a modern 
and fresh design, and an important part 
of the plan has been the roll out of our 
new fascia. This programme is nearing 
completion with 441 rebranded stores 
showing a 1.3% sales differential pre 
and post-change. The most important 
aspect of this programme is that 
Franchisees and their customers have 
been pleased with the new design.
To build our digital strategy we launched 
our “As if it wasn’t cheap enough” app 
in December 2014; this has already been 
downloaded over 30,000 times and we 
have had 50,000 redemptions. These 
developments are highly innovative in 
the convenience sector and I am excited 
about our plans for further progress 
in the year ahead.
Products
We have strengthened our position 
as a destination off-licence through 
the excellent collaboration between 
our buying team and our suppliers. More 
than 70 new suppliers are working with 
the Group and over 280 new products 
have been introduced in the year. We 
now have an unrivalled range of ales with 
over 70 premium bottled ales and over 
20 craft ales in our range. Our spirits range 
continues to improve and we are focused 
on the growing trend for premium and 
flavoured spirits. Our Master of Wine, 
Susan McCraith, alongside our wine buyers 
has continued to strengthen our wine 
category with sales increasing 10% year 
on year. This year we have been recognised 
for the hard work of our buying team, 
winning “Drinks Buying Team of the Year” 
at the Drinks Awards 2015.
Our pricing policy is to be everyday 
low promotionally priced. On average 
across our off-licence range we have 
been consistently 12%* cheaper than 
our competitors in spite of the heavy 
discounting in the market. Value and 
consistent pricing are important to 
our customers and they appreciate 
the transparency of our pricing strategy, 
which in turn increases customer loyalty.
Operational efficiencies
We have made significant investments 
this year to become more efficient and 
to ensure that we are ready for future 
growth. We have modernised our 
warehouse infrastructure, reracking and 
relamping our entire Crewe warehouse 
operation, without any disruption to trade, 
to ensure the flow of the warehouse is as 
efficient as possible with the ability to 
flex for growth. We have also undertaken 
maintenance works and refurbishments 
to our corporate stores, ensuring they 
are attractive for transfer to Franchisees. 
As a result our capital expenditure is 
above the prior year, driving defined 
benefits back into our operation. 
Our values set the tone for the entire 
organisation and give us our principles 
for how we work together. 
Diana Hunter
Chief Executive Officer
* Source: 24 I.S. Ltd. 9
Conviviality Retail Plc
Annual Report and Accounts 2015
On 29 March 2015 we transferred the 
full transport operation of 160 drivers 
and team members from our third party 
provider CVL under the full control of 
Conviviality. It is our expectation that 
we will see positive benefits operationally 
and in the service levels provided 
to our Franchisees.
Looking ahead to the new financial year we 
are helping our Franchisees maximise their 
sales and margin by ensuring they have the 
right space and range to meet their target 
customer needs; this programme of space 
optimisation is expected to complete 
by the end of FY 15/16.
People
Developing our management capability 
and our employer brand has been a key 
part of our strategy.
In June 2014 we welcomed 
Andrew Humphreys to our Board as 
Chief Financial Officer and in October 2014 
we completed the Executive team with 
the appointment of Amanda Jones as 
Chief Operating Officer. We are continuing 
to build our marketing function and 
recently appointed Carol Savage as 
Chief Customer Officer. Carol’s newly 
created role is to further build recognition 
of our brands and develop even closer 
connections with our customers. Carol has 
extensive brand and digital experience 
over a 20 year career working with 
brands including Exodus and Sara Lee.
Our focus on our people has resulted 
in much closer engagement levels, 
regular feedback and involvement 
in decisions made through weekly 
communication throughout all levels 
of our business. We have commissioned 
annual engagement surveys and listening 
groups, and our most recent engagement 
survey had a 95% completion rate for 
our Head Office employees and 100% 
for Warehouse employees.
I am also pleased to see that our work 
to improve inclusion is showing positive 
progress. 18 months ago our employee 
base lacked any real diversity with 
minority race/country of origin at only 
2%; this is now at 10% of our workforce. 
Our business has a male-to-female ratio of 
59%:41%. This is skewed by our warehouse 
operations, which, due to the size and 
weight of products, appeal more to male 
workers. By removing the warehouse staff 
the ratio changes to 56% female and 
44% male. One of the most successful 
diversity achievements is within the senior 
management team, which is well balanced 
with 48% women and 52% men. In contrast, 
two years ago, this was 72% male to 28% 
female. The balance has changed largely 
organically reflecting the Executive board 
structure with more female role models 
and roles held by women throughout the 
organisation making a valuable contribution 
within the leadership structure.
Our values set the tone for the entire 
organisation and give us our principles 
of how we need to work together. 
I was certain that we didn’t want our 
values to be manufactured by the senior 
team in isolation as we wanted them to 
reflect what our people, throughout the 
organisation, felt were important to them. 
This meant valuing our heritage but also 
recognising that the business needed 
to move forward. Over 350 colleagues 
inputted to this process to create our 
company values and behaviours:
 > Passion: Using our passion and 
enthusiasm to embrace every 
challenge that comes our way 
and having fun whilst we do it.
 > Adaptable: Being flexible 
to the needs of the business.
 > Teamwork: Working as one team to 
achieve a common goal, supporting 
our Franchisees and each other.
 > Excellence: Making a difference by 
delivering and going the extra mile.
 > Professional: Acting with honesty 
and integrity, showing respect for 
others to build trusting, professional 
working relationships.
While we continue to drive significant 
change and raise every bar to uphold 
our professional standards, we believe 
our speed and agility are paramount 
and set us apart in the market.
Outlook
During the year ahead we plan to further 
leverage our wholesale capability into new 
markets. As wholesaler to our Franchisees 
we have built strong relationships with our 
suppliers and understand the dynamics of 
this market. We have decided to optimise 
these core skills to create opportunities in 
new channels such as corporate accounts. 
By operating a delivered wholesale model 
we can serve a diversity of customers 
and build our wines and spirits volumes 
further. These higher volumes offer 
complementary sources of trade which 
further strengthen our core business.
It is clear that, as we strengthen 
our brands and professionalise our 
business model, becoming a Franchisee 
of Conviviality Retail is an increasingly 
compelling option, with the ability to 
generate a good return on investment 
through our simple-to-execute formats. 
We offer a comprehensive franchise 
solution that is sector leading, providing 
back-office support, POS systems, pricing, 
promotion packages and marketing 
together with dedicated teams working 
with Franchisees ensuring regular contact 
with all levels of the business. It is our 
expectation that we will attract an increasing 
number of potential Franchisees interested 
in serving their local communities with 
our differentiated customer experience, 
benefiting from the good financial 
returns our model can generate.
The significant change we have driven 
over the last two years leaves us in a 
strong position to now drive growth 
into the business.
Diana Hunter
Chief Executive Officer
13 July 2015
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Conviviality Retail Plc
Annual Report and Accounts 2015
Our markets
The convenience market 
is full of opportunity
We specialise with our unique point 
of difference in the convenience market. 
The convenience/off‑ licence market
The convenience market we trade in is expected to grow 
from £35.8 billion in 2014 to £44.1 billion by 2020. Our brands 
are located at the heart of their communities, providing a 
destination off-licence with convenience foods, and are well 
placed to capture share in this rapidly growing market. Our 
proposition enables us to have a unique point of difference, 
whether that is relative to our competitors in the convenience 
space or in the off-licence market. 
By 2020, for every £1 
spent on food, 22 pence 
will be spent in a 
convenience store.
We have made a conscious decision to be off-licence led 
convenience and discount focused for two reasons: first 
we believe that being a destination off-licence is a key 
strength of our business and a point of difference from 
our convenience store competitors, and second 
because our price advantage matters to customers 
in today’s market of value-focused shoppers.
There are over 48,000 stores in the convenience market, 15,000 
of which are part of symbol groups such as Conviviality, and there 
are over 18,000 independent retailers. Many of the independent 
retailers join Conviviality to benefit from differentiated brands, 
a buying team that negotiates the best prices for them and their 
consumers, back-office support and a sense of partnership 
and support in a highly competitive market.
 
 
Store location is the most commonly cited factor in where 
consumers choose to shop. Price is also very important, 
as shown in the chart below.
Being acutely aware of our customer needs and changing 
customer trends is key so that we can continue to evolve 
and develop our offer and services and to capture growth. 
The trends that we believe are most favourable to our strategy 
are outlined opposite.
Location
Price
Quality
Range
Promotions
Availability
Service
Other
Important factors for consumers’ grocery shopping
%
Source: Lazarus
70
67
63
53
38
40
26
3
Convenience market sales
£bn
Source: IGD and ACS 2014
2017
35.8
2014
2018
2015
44.1
42.9
41.7
40.3
38.7
37.7
2020
2019
2016
CAGR 
+4%
Estimated figures
Segmentation of the convenience market
’000
Source: IGD
Symbols
Independent
Multiples
Co-op
Forecourts
2.8
7.7
4.2
18.5
15.4 11
Conviviality Retail Plc
Annual Report and Accounts 2015
4. TREAT SHOPPING
We are seeing our customers not only shopping for value but 
also wanting to treat themselves or buy something a little more 
special for when friends and family are around. This is evident 
in both Bargain Booze and Select Convenience, where we 
have seen an increase in wine and impulse sales. It is also very 
evident in our Wine Rack business, where customers come 
to our stores to seek advice and guidance on more unusual 
wines and specialist spirits.
3. SHOPPING FREQUENTLY
Shopping little and often has increased from 1.5 visits per week 
during 2010 to four visits per week in 2014. This increase in 
shopping frequency is driven by a combination of factors: 
shoppers who do not want to buy more than they need and 
risk waste; the increase in single person households leading to 
shoppers who want smaller portion sizes that are not readily 
available in supermarkets; and shoppers who are making 
decisions as to how they use their limited time outside 
the workplace.
2. VALUE SHOPPERS
In spite of longer working hours shoppers are prepared to 
shop around. With the development of mobile and tablets 
shoppers are able to research prices online and on mobile and 
then visit the store offering the best value for the products they 
need. This is why we remain focused on ensuring we always 
deliver consistently good value and why we have introduced 
our own “As if it wasn’t cheap enough” mobile app.
1. SHOPPING LOCALLY
For many shoppers knowing the people in their local 
convenience store and feeling they are supporting their local 
community is important. This is particularly relevant to some 
of our older shoppers where a regular visit to the store 
is an important part of their routine.
80% of our shoppers travel from within a mile radius of the 
store and 57% will travel on foot to the store. It is therefore 
key that we understand local customer needs and provide 
solutions for those needs.
Distance travelled to store
%
Source: ACS and HIM 2014
81%
travel less than a mile
Visit frequency
%
Source: ACS and HIM 2014
>1 week
12/13
13/14
14/15
once 
a week
every 
other day
most  
days
every  
day
24%
12%
20%
26%
17%
22
19
40
81
19
100
36%
shop most days or every day
Wine participation in Bargain Booze  
and Select Convenience
%
Source: Internal analysis
15.3%
14.3%
13.1%
15.3%
of sales are wine
Bargain Booze 
pricing is on 
average 10% 
cheaper than 
the multiples
Cust- 
omers
>1  
mile
<100 
yds
<1/4 
mile
>1/4  
mile
<1  
mile
Strategic report Strategic report
12
Conviviality Retail Plc
Annual Report and Accounts 2015
SUPPORTING THE COMMUNITY
Catherine Cough:
“We decided to become Bargain Booze 
Franchisees so that we could work for 
ourselves. Working in partnership with 
Conviviality Retail gives us the freedom 
we want to run a business and the support 
we need in the background. Both our 
Bargain Booze stores are also post offices 
so they’re a real hub of activity in their 
local communities. They’re local stores, 
run by local people, for local shoppers. 
We make it our mission to work with 
our regular shoppers to ensure we have 
the best range at the best possible 
prices – it’s why they love visiting our 
stores. We also enjoy supporting the 
local community with charity initiatives, 
fundraising, promotions and much more.” 
Phil Dickson:
“I have been for the last few years reviewing 
the trends with regard to high specification 
wines and spirits. The recession cleansed 
the commercial environment of many 
independent traders who delivered an 
outstanding personal service and a passion 
for wines and spirits but unfortunately 
ceased trading due to the tough 
environment we were all in. 
As we have seen the economy improve it 
has become apparent that the opportunity 
to be specialised has again appeared. 
When I researched the market it was very 
clear that delivering high quality liquids at 
an affordable price was almost impossible 
until I found the Wine Rack model. 
The Wine Rack model provides me with 
the opportunity to be best in class in 
an emerging market, whilst having the 
support and expertise of a PLC behind 
me. I find the access to our Master of 
Wine is paramount to our success. 
This would not have been available to 
me as an independent retailer. My team 
are all WSET trained and have a passion 
for wine, but more importantly they all 
have a passion for service. The Wine Rack 
model allows me the time to focus on 
driving my business via local commercial 
opportunities and deliver outstanding 
service whilst Conviviality looks after 
the supply.”
WINE RACK
Franchisee relationships
Prioritising 
shared success 13
Conviviality Retail Plc
Annual Report and Accounts 2015
REWARDING SUCCESS
Gareth Wynne:
“I’ve been a Bargain Booze Franchisee 
for 16 years now and have opened six 
successful stores in the North West. 
It’s the support package offered by 
Conviviality Retail that has helped 
me grow my business. Thanks to their 
package of support I can get on with my 
role as an area manager without having 
to tackle all the back-office administration 
associated with many other small 
businesses. This, alongside the fantastic 
range and prices offered by working 
alongside Conviviality, allows me to offer 
the local community something a little 
different to my competitors.”
PARTNERSHIP APPROACH
Haydn Hicks:
“Having built a successful Bargain Booze 
business I was keen to expand into the 
specialist wine and spirits retail market. 
When Conviviality bought Wine Rack 
I was delighted to be given the opportunity 
to work in partnership with them to shape 
the customer proposition and create a 
brand that really stands out. Working with 
Conviviality in this way helped create 
something really special and I am now 
the proud owner of four Wine Rack stores. 
Recently we have taken the partnership 
concept to a new level when they asked 
me to take responsibility for managing 
all the Wine Rack stores. I don’t know 
of any other company that would work 
in such an imaginative way and I’ve really 
enjoyed helping Conviviality grow.”
ATTRACTING QUALITY
Jonathan James:
“With over 600 stores, Conviviality is 
truly championing local off-licence led 
convenience on the high street. It’s this 
unique strategy that makes it stand out 
from the crowd, attract loyal customers 
and, most importantly, make Franchisees 
more money. It was important for me 
to join a collaborative brand that works 
in partnership with its Franchisees. 
Their innovative approach to customer 
engagement is also appealing with 
leading-edge initiatives such as a new 
mobile loyalty app and the forthcoming 
Click and Collect service.”
Stores achieving Gold standard
Number
305
Strategic report Strategic report
14
Conviviality Retail Plc
Annual Report and Accounts 2015
Our business model
A unique combination of 
expertise in off‑ licence and 
convenience wholesaling 
with franchise operations
With over 30 years’ history as an off-licence and convenience wholesaler we have built 
strong relationships with suppliers to deliver a compelling range at excellent prices to 
meet our Franchisees’ needs. We focus on evolving and developing our brands and our 
ranges to meet the changing consumer needs across the UK market. Using our business 
model enables our Franchisees to deliver a unique combination of great value convenience 
to customers in their locality. 15
Conviviality Retail Plc
Annual Report and Accounts 2015
Read more about our strategy 
and KPIs on pages 16 and 17
Our aim is to be the best value 
off‑licence led convenience retailer and 
wholesaler in the eyes of our customers, 
employees and Franchisees.
OUR DIFFERENTIATORS
RANGE
We have over 1,500 off-licence products 
available and over 4,000 products in our 
total range including groceries and fresh 
foods. Being a destination off-licence 
led convenience chain is key to our 
ranging strategy and we will continue 
to innovate our propositions and work 
with our suppliers to develop new 
ranges to meet our customers’ needs.
VALUE
Our buyers closely monitor the range 
and prices of our competitors. They 
work closely with suppliers to ensure 
we have the right quality range across 
each of our brands to meet our local 
customers’ needs, and importantly, our 
buyers ensure that our pricing is always 
keener than our competitors to ensure 
that our customers get the best choice 
at consistently good prices.
FRANCHISEES
We have over 390 Franchisees partners, 
all of whom we meet with every six 
weeks to share best practice, listen to 
experiences and drive our businesses 
forward. Our Franchisees come from 
different backgrounds and have wide 
ranging experiences; by harnessing 
their entrepreneurial skills together with 
Conviviality’s buying and marketing 
expertise we create a stronger 
business for everyone.
LOCATIONS
Our stores are located in the heart 
of the communities within which our 
Franchisees trade. As such our Franchisees 
are significant and important employers 
of local people; they also contribute to 
the local community through charitable 
and community activities. Our stores 
act as hubs for the local community 
with many of our customers shopping 
more than three times per week.
OUR PEOPLE
We have a talented and diverse team. 
Our people are passionate about our 
brands and our Franchisees. All of our 
people understand that they play a key 
role in the success of the business and 
in turn they share that success through 
our share and bonus schemes. We actively 
seek feedback and ideas from our people 
and act on their suggestions to ensure 
we continually improve our business 
and how we work together. 
Strategic report Strategic report
16
Conviviality Retail Plc
Annual Report and Accounts 2015
Our strategy and KPIs
Our eight strategic priorities
Strategic objective Our progress Our future plans
1
TO STRENGTHEN THE RELATIONSHIP 
WITH FRANCHISEES TO DRIVE 
SUSTAINABLE AND 
PROFITABLE GROWTH
 > Our relationship with our Franchisees is a key area of focus. 
We meet with all of our Franchisees every six weeks to help 
and support them to continue to grow their business and 
share plans for upcoming promotions and events. We are 
pleased with the progress we are making and in particular 
that we now have 305 Franchisees meeting the Gold standard 
targets for their stores, and a significant number of Franchisees 
seeing improvement in their profitability above prior years.
 > Franchisees will continue to be at the heart of the business; 
we continue to work together to blend the entrepreneurial skill 
of the Franchisee with the branding, ranging and wholesale 
expertise of the Franchisor. Looking forward we will continue 
to help more of our Franchisees to grow their existing 
business as well as open new stores and fascias.
2
TO ATTRACT QUALITY NEW 
FRANCHISEES AND GENERATE 
GROWTH FROM WITHIN
 > We have attracted 35 new Franchisees to the Group in the 
past year. These Franchisees recognise that a differentiated 
brand will help them to compete and earn good returns 
from their business in today’s market. 
 > We have a strong pipeline of Franchisees wishing to join our 
business. Our trial with Scotmid in Scotland brings us the 
potential to build relationships with corporate Franchisees 
alongside our SME Franchisees. We will continue to progress 
relationships across all spectrums of franchising.
3
TO STRENGTHEN THE BARGAIN BOOZE 
BRAND, DRIVING AWARENESS AND 
BROADENING ITS APPEAL TO ATTRACT 
NEW SHOPPERS
 > We have refreshed the Bargain Booze and Select Convenience 
brands with 392 stores benefiting from the new fascia and 
500 grocery and impulse products. Our innovative app has 
been a success with over 30,000 downloads in the first 
three months since launch.
 > We continue to develop our expertise with digital marketing 
helping us to reach out to new customers and reward our loyal 
existing customers through our app benefits. We continue to 
develop marketing through social media and we already have 
some of the highest number of Facebook likes in the sector. 
We continue to develop innovative ways to market our 
brands to our customers.
4
TO BUILD CREDIBILITY AND 
CAPABILITY IN WINE TO ATTRACT 
NEW CUSTOMER GROUPS
 > Participation of wine has increased over 2.2ppts during the 
last two years, clearly demonstrating that customers recognise 
our brands as a credible choice for wine shopping. We now 
have over 40 exclusive wines in the range, with our Kosi Bay 
brand winning IWC Bronze in 2015. 
 > During 2015 we developed a space optimisation tool to help 
our Franchisees determine the right space for the right ranges 
to meet their local customers’ needs. We will be rolling this 
out in the year ahead.
5
TO UNDERTAKE COMPLEMENTARY 
ACQUISITIONS TO DRIVE 
LONG‑TERM VALUE
 > During 2015 we undertook analysis to identify the most 
attractive regions for growth; this highlighted the North East, 
Yorkshire, the South and Scotland. In May 2014, we acquired 
31 Rhythm & Booze stores, which enabled growth in Yorkshire; 
this was followed by the acquisition of 37 stores from GT News, 
opening up further expansion in Yorkshire and East Midlands. 
 > We will continue to focus on identifying potential groups 
of stores in our target geographical areas that are attractive 
for Conviviality and our Franchisees to acquire and develop.
6
TO BE RECOGNISED AS THE SUPPLIERS’ 
STRATEGIC PARTNER OF CHOICE 
FOR THE OFF‑ LICENCE AND 
CONVENIENCE CHANNEL
 > During June we held a top 20 supplier strategy day followed 
by a full annual conference for all suppliers in November; both 
sessions helped us to engage our suppliers further with the 
strategy of the Company, our values and the collaborative 
way we work together. This has been evidenced by the annual 
independent survey commissioned by the Advantage Group 
where we were ranked top amongst our peers.
 > We will host the second of our top 20 supplier strategy days 
on 20 July 2015 and we will follow this with a full supplier 
conference in November. Our buying teams will continue 
to develop collaborative ways of working and joint business 
plans with our supply base to ensure that we deliver our aims.
7
TO EXPAND INTO NEW 
TERRITORIES USING A MIX 
OF FASCIAS AND FORMATS
 > Our analysis of target catchments has helped us to identify 
not only opportunities for new locations but also new and 
improved customer propositions. We continue to develop 
our Wine Rack format to meet the needs of customers 
looking for specialist wine and spirits and expert advice 
when shopping. We have also recently trialled our new BB’s 
Warehouse format, targeted at shoppers who want to buy in 
bulk across a broad range of quality wines, beers and spirits. 
 > We opened a new Wine Rack store in Ascot at the start 
of the new financial year and intend to grow the business 
further in appropriate locations. We will extend the trial 
of BB’s Warehouse to two further stores.
8
TO LEVERAGE OUR WHOLESALE 
EXPERTISE INTO NEW MARKETS
 > We have strengthened our capability and our range 
and have begun to assess the potential for our business 
and its Franchisees to further develop our wholesaling 
expertise to new markets.
 > We have decided to optimise our wholesaling expertise 
to open up new opportunities in new channels such as 
corporate accounts. By operating a delivered wholesale 
model we can serve a diversity of customers and build 
our volumes further. 17
Conviviality Retail Plc
Annual Report and Accounts 2015
Read about our risks and 
uncertainties on pages 18 and 19
Key performance indicators
Number of stores at April
#
624
+5%
616
595
624
2013 2014 2015
Retail sales per store per week
£
£16,008
-0.5%
15,661
16,087
16,008
2013 2014 2015
Diluted EPS (pre-exceptional items)
p
11.2p
-3.4%
11.6
11.2
2014 2015
Strategic objective Our progress Our future plans
1
TO STRENGTHEN THE RELATIONSHIP 
WITH FRANCHISEES TO DRIVE 
SUSTAINABLE AND 
PROFITABLE GROWTH
 > Our relationship with our Franchisees is a key area of focus. 
We meet with all of our Franchisees every six weeks to help 
and support them to continue to grow their business and 
share plans for upcoming promotions and events. We are 
pleased with the progress we are making and in particular 
that we now have 305 Franchisees meeting the Gold standard 
targets for their stores, and a significant number of Franchisees 
seeing improvement in their profitability above prior years.
 > Franchisees will continue to be at the heart of the business; 
we continue to work together to blend the entrepreneurial skill 
of the Franchisee with the branding, ranging and wholesale 
expertise of the Franchisor. Looking forward we will continue 
to help more of our Franchisees to grow their existing 
business as well as open new stores and fascias.
2
TO ATTRACT QUALITY NEW 
FRANCHISEES AND GENERATE 
GROWTH FROM WITHIN
 > We have attracted 35 new Franchisees to the Group in the 
past year. These Franchisees recognise that a differentiated 
brand will help them to compete and earn good returns 
from their business in today’s market. 
 > We have a strong pipeline of Franchisees wishing to join our 
business. Our trial with Scotmid in Scotland brings us the 
potential to build relationships with corporate Franchisees 
alongside our SME Franchisees. We will continue to progress 
relationships across all spectrums of franchising.
3
TO STRENGTHEN THE BARGAIN BOOZE 
BRAND, DRIVING AWARENESS AND 
BROADENING ITS APPEAL TO ATTRACT 
NEW SHOPPERS
 > We have refreshed the Bargain Booze and Select Convenience 
brands with 392 stores benefiting from the new fascia and 
500 grocery and impulse products. Our innovative app has 
been a success with over 30,000 downloads in the first 
three months since launch.
 > We continue to develop our expertise with digital marketing 
helping us to reach out to new customers and reward our loyal 
existing customers through our app benefits. We continue to 
develop marketing through social media and we already have 
some of the highest number of Facebook likes in the sector. 
We continue to develop innovative ways to market our 
brands to our customers.
4
TO BUILD CREDIBILITY AND 
CAPABILITY IN WINE TO ATTRACT 
NEW CUSTOMER GROUPS
 > Participation of wine has increased over 2.2ppts during the 
last two years, clearly demonstrating that customers recognise 
our brands as a credible choice for wine shopping. We now 
have over 40 exclusive wines in the range, with our Kosi Bay 
brand winning IWC Bronze in 2015. 
 > During 2015 we developed a space optimisation tool to help 
our Franchisees determine the right space for the right ranges 
to meet their local customers’ needs. We will be rolling this 
out in the year ahead.
5
TO UNDERTAKE COMPLEMENTARY 
ACQUISITIONS TO DRIVE 
LONG‑TERM VALUE
 > During 2015 we undertook analysis to identify the most 
attractive regions for growth; this highlighted the North East, 
Yorkshire, the South and Scotland. In May 2014, we acquired 
31 Rhythm & Booze stores, which enabled growth in Yorkshire; 
this was followed by the acquisition of 37 stores from GT News, 
opening up further expansion in Yorkshire and East Midlands. 
 > We will continue to focus on identifying potential groups 
of stores in our target geographical areas that are attractive 
for Conviviality and our Franchisees to acquire and develop.
6
TO BE RECOGNISED AS THE SUPPLIERS’ 
STRATEGIC PARTNER OF CHOICE 
FOR THE OFF‑ LICENCE AND 
CONVENIENCE CHANNEL
 > During June we held a top 20 supplier strategy day followed 
by a full annual conference for all suppliers in November; both 
sessions helped us to engage our suppliers further with the 
strategy of the Company, our values and the collaborative 
way we work together. This has been evidenced by the annual 
independent survey commissioned by the Advantage Group 
where we were ranked top amongst our peers.
 > We will host the second of our top 20 supplier strategy days 
on 20 July 2015 and we will follow this with a full supplier 
conference in November. Our buying teams will continue 
to develop collaborative ways of working and joint business 
plans with our supply base to ensure that we deliver our aims.
7
TO EXPAND INTO NEW 
TERRITORIES USING A MIX 
OF FASCIAS AND FORMATS
 > Our analysis of target catchments has helped us to identify 
not only opportunities for new locations but also new and 
improved customer propositions. We continue to develop 
our Wine Rack format to meet the needs of customers 
looking for specialist wine and spirits and expert advice 
when shopping. We have also recently trialled our new BB’s 
Warehouse format, targeted at shoppers who want to buy in 
bulk across a broad range of quality wines, beers and spirits. 
 > We opened a new Wine Rack store in Ascot at the start 
of the new financial year and intend to grow the business 
further in appropriate locations. We will extend the trial 
of BB’s Warehouse to two further stores.
8
TO LEVERAGE OUR WHOLESALE 
EXPERTISE INTO NEW MARKETS
 > We have strengthened our capability and our range 
and have begun to assess the potential for our business 
and its Franchisees to further develop our wholesaling 
expertise to new markets.
 > We have decided to optimise our wholesaling expertise 
to open up new opportunities in new channels such as 
corporate accounts. By operating a delivered wholesale 
model we can serve a diversity of customers and build 
our volumes further.
EBITDA
£m
£12.9m
+3.5%
12.6
12.4
12.9
2013 2014 2015
*  Non-financial KPIs relating to people and environmental 
matters are stated in the Chief Executive’s Statement 
(pages 6 to 9) and the Director’s Report (pages 29 to 31).
Strategic report Strategic report
18
Conviviality Retail Plc
Annual Report and Accounts 2015
Our principal risks and uncertainties
Key risks and  
mitigation factors
Risk and description Mitigation factors Level
MARKETS AND COMPETITION
The alcohol and convenience markets remain 
competitive with several larger companies seeking 
to expand. The market is starting to consolidate 
as companies seek to leverage the benefits of 
scale and independents find it increasingly hard 
to compete. The discounters’ reputation for price 
leadership is firmly established with consumers. 
The emergence of larger competitors, the continued 
growth of the discounters and increased online 
offerings may impact on the development 
of future revenue streams.
The Group’s brands have a unique proposition 
as off-licence led convenience stores providing a 
compelling combination of a value and choice of 
our 1,500 alcohol range with 60% on promotion 
at any one time. We target our alcohol promotion 
prices to be at least 10% below the grocers and 
14% below the grocers’ convenience stores whilst 
the extensive alcohol range and significantly 
improved impulse and grocery ranges provides 
consumers the choice they demand. The rapid 
growth in downloads of the “As if it wasn’t cheap 
enough” app and the recent launch of Click and 
Collect increase the Group’s online presence.
Flat
The grocers’ 
ambitions have 
reduced but 
discounters remain 
a challenge.
FRANCHISEE RETENTION AND QUALITY
Retaining Franchisees and improving the overall 
quality of Franchisees is fundamental to the Group’s 
future growth. Failure to retain Franchisees could 
result in a reduction in the number of stores 
through higher store closures and fewer store 
openings as the Group’s ability to attract new 
Franchisees may diminish.
The quality of the Group’s Franchisees are a key 
driver of sales growth and brand reputation. 
Any failure to maintain or improve Franchisee 
quality could result in lower sales per store 
with a consequential effect on profitability 
of both the Franchisee and the Group.
Franchisee engagement has significantly improved 
over the last year with the combination of the 
Franchisee share scheme and cash incentives 
providing Franchisees the opportunity to earn 
up to an extra £14,000 per annum. Almost 400 
stores are benefiting from a new fascia and the 
overall quality of the estate has improved through 
the closure of underperforming stores. This year 
the Group is investing in a major in-store space 
optimisation program to help Franchisees 
improve sales from their stores.
Decreasing
Franchisee 
engagement 
and quality 
is improving.
REPUTATION WITH CUSTOMER BASE
The Group’s Franchisees have the direct 
interaction with the consumer. The success 
of the Group relies on the Franchisees having 
a good reputation with end consumers.
The Group has increased the level of training 
and support given to Franchisees and is working 
in an increasingly collaborative way to launch 
new services such as the app and Click and 
Collect. The continued focus on improving store 
standards has resulted in the number of Gold 
standard stores increasing from 78 to 305. The 
Group has recently introduced mystery shopping 
to further drive store standards. The Group’s 
drivers visit most stores twice a week and have 
recently been brought in house to enable the 
Group to more directly influence the service 
provided to Franchisees and obtain more 
frequent and timely feedback.
Decreasing
The number of 
Gold standard 
stores has 
increased 258%.
LEGAL AND REGULATORY
There is a risk that new and existing legal and 
regulatory requirements could impact revenue 
and costs.
The Group continues to monitor regulatory 
and legal developments to determine its strategic 
and competitive response and ensure compliance 
with its obligations.
The Group has joined the Association of 
Convenience Stores and Wines and Spirits 
Trading Association through which it has the 
opportunity to lobby the government.
Flat
Alcohol legislation 
remains on the 
political agenda 
and we continue 
to monitor.
The Group is subject to a wide variety of risks. The key risks are outlined below 
together with actions being taken to mitigate these risks. 19
Conviviality Retail Plc
Annual Report and Accounts 2015
Risk and description Mitigation factors Level
TOBACCO DEMAND
The UK government and health industry continue 
to discourage smoking and on 6 April 2015 smaller 
stores were required to comply with legislation 
restricting the display of tobacco products. This 
brought convenience stores into line with larger 
stores which had been prevented from displaying 
tobacco products since 6 April 2012.
Whilst tobacco sales do make a significant 
contribution to the Group’s profits, tobacco 
remains a key driver of footfall into the stores.
The Group’s reputation for value has the 
potential to mitigate any impact of the recent 
display restrictions. The recent growth in the 
electronic cigarettes provides a new revenue 
stream and the Group will continue to broaden 
its convenience range to mitigate the risk from 
a reduction in tobacco sales.
The development of our broader convenience 
offer also widens a more diverse consumer base 
and attract new shoppers.
Flat
Demand 
continues to fall.
DATA SECURITY AND IT RELIABILITY
The Group relies on its IT infrastructure and in 
particular its EPOS and warehouse management 
systems to maintain key aspects of the retail 
proposition and service to Franchisees. A major 
breach or malfunction of these systems would 
cause significant disruption to the Group and 
its performance.
During the year the Group has significantly improved 
its IT capabilities and undertaken a thorough review 
of its controls over data, systems and its relationships 
with key suppliers. As a result controls and support 
capabilities have been improved. The Group is 
exploring options to further improve IT support 
provided to Franchisees having appointed a Head 
of IT and continuing to make further investment in IT.
Decreasing
Improved internal 
capabilities reduce 
this risk.
RELIANCE ON KEY SUPPLIERS
The Group relies upon certain key suppliers. 
A breakdown in its relationships could result in 
short-term disruption to the Group’s business.
The Group maintains strong working relationships 
with key suppliers through the preparation of joint 
business plans, regular review meetings and biannual 
conferences. Recent independent benchmarking 
showed the Group had the strongest relationships 
with suppliers amongst its peer group.
Robust contractual arrangements are maintained with 
key suppliers and the Group continually reassesses 
the strategic value of its supply relationship 
and the potential to utilise alternative sources.
Flat
We remain 
reliant on a few 
key suppliers.
RELIANCE ON KEY PERSONNEL
The Group has a relatively small leadership team 
and the loss of any key individual could impact 
on the Group’s future performance.
The Group has strengthened the leadership team 
with the completion of the board restructuring and 
the development of the Commercial, Marketing, 
Operations, IT, Finance and Legal teams. The Group’s 
values have been created and embraced by the 
team, accountabilities are clear and individuals are 
fully empowered to make a difference. The Group 
maintains competitive remuneration packages 
and clear opportunities for advancement.
Decreasing
The senior 
management 
group is 
far stronger.
LOSS OF A KEY OPERATING SYSTEM OR A MAJOR HEALTH AND SAFETY INCIDENT
The Group operates from a single head office and 
central distribution hub based in Crewe and the 
loss of this key operating site could seriously 
disrupt business activity.
A disaster recovery plan is in place to enable a 
proactive and effective response if the Crewe site 
should be severely impacted. There are regular and 
robust risk assessments to identify and mitigate 
business interruption risks in the warehouse and 
health and safety procedures have been improved. 
The Board considers health and safety 
at each meeting.
Flat
Health and safety 
is a key priority.
Strategic report Strategic report
20
Conviviality Retail Plc
Annual Report and Accounts 2015
Financial review
Sales and  
products growing
Overview
Group profit before tax and exceptional 
items increased by £0.4m to £9.7m 
(2014: £9.3m) as sales growth of 2.4% 
increased EBITDA to £12.9m (2014: £12.4m). 
Exceptional items reduced to £0.7m 
(2014: £4.5m) and Group profit before 
tax is 86% above last year at £9.0m 
(2014: £4.8m). Fully diluted earnings 
per share increased 77% to 10.1 pence 
(2014: 5.7 pence) and the Group remains 
debt free with year-end net cash of £1.2m.
Revenue
Revenue increased by 2.4% to £364.1m 
(2014: £355.7m) as the average number 
of stores increased 0.4% to 608.2 
(2014: 605.7) and revenue per store grew 
1.9% to £599,000 (2014: £587,000). 
During the year the number of stores 
increased from 595 to 624 due to the 
acquisitions of Rhythm & Booze (31 stores) 
and GT News Limited (37 stores), 
24 new Franchise stores and 63 store 
closures as the store rationalisation 
programme completed. During the year, 
49 Company-owned stores have been 
franchised, increasing the number of 
franchise stores to 571 (2014: 566) and 
helping improve the number of stores 
per Franchisee to 1.5 (2014: 1.4), leaving 
53 owned stores.
Retail sales (retail sales are the total 
sales to consumers from both franchised 
and Company-owned stores and are 
stated inclusive of VAT) were in line with 
last year at £506.3m (2014: £506.7m) due 
to a 0.4% increase in the average number 
of stores offset by a 0.5% reduction in 
retail sales per store primarily driven 
by lower retail sales per store from the 
acquisitions of Rhythm & Booze and 
GT News. Retail sales from Bargain Booze 
stores that traded throughout 2014/15 
were 0.5% higher than from the stores 
that traded throughout 2013/14 as the 
quality of the estate improved.
Franchisee loyalty increased with 
Conviviality supplying 94.3% (2014: 93.3%) 
of goods sold by Franchisees and helping 
revenue per franchise store grow 0.4%. The 
average number of Company-owned stores 
increased to 56.7 (2014: 17.2) and revenue 
per Company-owned store grew 5.9%.
The combination of stronger Franchisee 
loyalty, a great proportion of sales 
generated by Company-owned 
stores and improved performance 
in Company-owned stores drove 
revenue per store up £12,000. 
Read our financial 
statements from page 34
Revenue
£m
£364.1m
+2.4%
371.8
355.7
364.1
2013 2014 2015
EBITDA
£m
£12.9m
+3.5%
12.6
12.4
12.9
2013 2014 2015 21
Conviviality Retail Plc
Annual Report and Accounts 2015
EBITDA
EBITDA increased 3.5% to £12.9m 
(2014: £12.4m) as the impact of 2.4% sales 
growth and a 1.0ppt improvement in gross 
margin was partly offset by an increase 
in operating costs.
Gross margin improved to 10.2% 
(2014: 9.2%) primarily due to an increase 
in the number of Company-owned stores 
where Conviviality retains both the wholesale 
and retail margins. Gross margin on sales 
to Franchisees increased 0.14% points due 
to a reduction in bad debt as Franchisees 
financial stability improved.
Operating costs (excluding exceptional 
items, depreciation, amortisation and 
share-based payment charges) increased 
by £3.8m from £20.3m to £24.1m primarily 
due to the number of Company-owned 
stores increasing from 29 to 53.
Acquisitions
In the first quarter Conviviality acquired 
31 stores from Rhythm & Booze for 
a consideration of £1.9m. The Group 
invested £0.7m to refit the stores, six 
have been converted to Wine Racks and 
six have been franchised (four Wine Rack, 
two Bargain Booze). Retail sales per store 
have increased 36% since acquisition 
generating revenue of £16.1m in 14/15. 
The stores generated EBITDA of 
£0.7m since acquisition providing 
a 25% return on investment.
In February 2015 Conviviality acquired 
GT News Limited, a convenience store 
business with 37 stores in Yorkshire and 
the East Midlands, for a consideration of 
£6.0m plus a normalised working capital 
payment of £0.4m. On 1 April 2015, 
36 of these stores were franchised to 
Jonathan James, a highly experienced 
and well known convenience retailer. 
GT News generated revenues of £9.2m 
since acquisition.
Profit before tax
Group profit before tax increased by £4.2m 
as EBITDA increased £0.4m, finance costs 
and exceptional items reduced by an 
aggregate of £4.4m following the IPO in 
July 2013, share-based payment charges 
increased £0.4m and depreciation and 
amortisation were £0.2m above last year 
as the Group invested more in its stores.
Exceptional items of £0.7m in the 
period included the final costs of the 
board restructuring and the costs of 
acquiring GT News. 
The increase in share-based payment 
charges is primarily due to the award 
of nil cost options over 1.4m shares 
to Franchisees for achieving the required 
store standards in the period. These 
options will vest in September 2017 
if the Franchisee store is still trading 
under a Conviviality fascia.
Tax
The tax charge on profit before tax 
and exceptional items is 19.5% due 
to adjustments in respect of the 
prior periods taxation.
Tax on exceptional items includes a 
tax charge of £0.2m relating to share 
options vested at IPO.
Earnings per share
Profit after tax increased 100% to £7.0m 
(2014: £3.5m) and the basic weighted 
average number of shares increased 14% 
driving a 75% increase in basic earnings 
per share to 10.7 pence (2014: 6.1 pence). 
Fully diluted EPS increased 77% to 
10.1 pence (2014: 5.7 pence).
Profit after tax before exceptional items 
increased 8.9% to £7.8m (2014: £7.2m). 
On a fully diluted basis earnings before 
exceptional items per share declined 
3.4% to 11.2 pence (2014: 11.6 pence) due 
to the diluted weighted average number of 
shares increasing 12% to 69.7m (2014: 62.1m) 
primarily due to the issue of 33.2m shares 
at IPO on 31 July 2013 and 2.5m nil cost 
share options awarded to Franchisees 
under the Franchisee Incentive Plan.
Cash
The Group remains debt free with 
net cash at 26 April 2015 of £1.2m 
(2014: £10.0m). Net cash generated 
from operating activities increased 64% 
to £9.8m (2014: £6.0m) and was offset 
by net capital expenditure of £4.7m, 
acquisitions of £8.6m and dividends 
of £5.3m.
Dividend
A final dividend of 6.3 pence per share 
is proposed for shareholders on the 
register on 11 September 2015 payable on 
9 October 2015 after the Annual General 
Meeting. This increases the total dividend 
for 2014/15 to 8.3 pence per share 
(2014: 8.0 pence per share).
Andrew Humphreys
Chief Financial Officer
13 July 2015
12.3
10.0
1.2
2013 2014 2015
Cash
£m
£1.2m
The strategy set out at IPO 
is starting to deliver results 
with sales and profits growing. 
Andrew Humphreys
Chief Financial Officer
Diluted EPS (pre-exceptional items)
p
11.2p
-3.4%
11.6
11.2
2014 2015
Profit before tax and exceptional items
£m
£9.7m
+4.4%
7.1
9.3
9.7
2013 2014 2015
Strategic report Strategic report
22
Conviviality Retail Plc
Annual Report and Accounts 2015
Corporate social responsibility report
A values‑ based approach to CSR
Our employees are passionate about our brand and our 
Franchisees. We’ve started an epic journey to really listen 
to our people, acting on what they tell us and empowering 
them to make the right decisions for our customers 
and to influence what we focus on as a business.
COMMUNITY
Charitable giving 
An important aspect of all our brands is 
being local and, in line with that, Conviviality 
chooses to work with small community-
based projects in our local area, which 
otherwise would struggle to gain support 
against the larger, more well known causes.
Being based in Cheshire, we work in 
partnership with the Cheshire Community 
Foundation, where on an annual basis 
we commit to a minimum fund of £10,000 
to support local causes, which tackle a 
diverse range of issues including poverty, 
education, health, isolation and 
social issues.
Volunteering opportunities 
for employees 
In 2014 Conviviality began a charity 
matching scheme which allows us to 
help our employees double the money 
that they may raise individually for 
causes close to their hearts.
Our stores and Franchisees participate 
in events in their local area, picking out 
causes and issues which are important 
to their customers. For example some of 
our Yorkshire and Lincolnshire stores felt 
strongly about the Wish Upon a Star charity 
and raised £3,165 in just four months. 
Responsible retailing and drinking
Responsible retailing and drinking is an 
important part of how we do business 
and in line with this we contribute on an 
annual basis £5,000 to the Drinkaware 
Trust. We work in partnership with our 
Franchisees to make sure we sell alcohol 
legally and the nature of community 
retailing means our stores will know their 
customers well and can make informed 
decisions about alcohol sales.
Food and equipment donation 
Where possible we will also donate 
groceries and equipment to local 
charities. Our teams will contact local 
food banks in Crewe and Nantwich after 
receiving stock following activities such 
as refits to make groceries available 
to them. We recently donated seating 
to the Crewe Youth Theatre Group.
ENVIRONMENT
Ensuring welcoming, productive 
and safe environments 
With feedback from our team we have 
focused on improving the environment 
we work in. This, for example, has involved 
large projects, such as building a new 
canteen, creating open plan office spaces, 
installing air conditioning, replacing a 
significant amount of the infrastructure 
within our warehouses, and having clear 
maintenance plans for our stores, down 
to smaller quick wins such as providing 
a toaster!
Energy efficiency
A new energy efficient lighting system 
was installed in the warehouse in the 
second half of the financial year 2014/15. 
The lighting system is PIR activated and 
is designed to deliver energy savings of 
77.3%. Based on actual savings to date, 
projected annual savings are expected 
to be in the order of 544,100kw.
Gas emission 
Conviviality Retail operates a modern 
fleet of DAF and Mercedes Trucks all 
meeting the latest EURO 5 and 6 emission 
standards. Towards the end of the 2014/15 
financial year we introduced five new 
EURO 6 vehicles and, as opportunities 
arise, we will move towards replacing all 
vehicles to the EURO 6 standard, which 
is the highest currently available and 
the most effective at reducing 
regulated omissions.
The fleet has been specified to give the 
overall lowest possible running costs 
with improvements in fuel and AdBlue 
consumption and maintenance costs. 
All vehicles are main dealer maintained 
with six-weekly service intervals.
Significant investment has been made 
into a routing and scheduling system 
to optimise fleet utilisation and minimise 
empty running. Telematics is employed to 
measure the performance of vehicle and 
driver, providing essential management 
information by measuring and reporting 
key data. We have also been working 
with our drivers to develop a better 
understanding of driving behaviours 
and will invest in training this year to 
help to optimise driving performance.
The utilisation of cleaner, more 
economical vehicles and improved driver 
performance has realised a 6.3% benefit 
in fuel consumption.
Waste and recycling
In 2014/15, a total of 19,641 tonnes 
were recycled, 624 tonnes more than the 
previous year, which includes recycling 
materials collected from our Franchisees. 
The introduction of a new packaging 
machine will help us to reduce our 
cardboard recycling in 2015/16 which 
is in addition to an existing cardboard 
machine that lines all totes to prevent 
damage to cans and bottles in an attempt 
to reduce damages and improve our 
numbers. The introduction of regular 
staff sales will reduce our recycling 
numbers as this will fall into the natural 
waste stream, coupled with a targeted 
reduction in aluminium and glass recycling 
volumes. The Company is working with 
a new waste disposal supplier that 
provides it with access to an advanced 
reporting tool to enable it to manage 
its waste.
Conviviality recognises the key 
role it plays as an employer in the 
local community and a responsible 
business partner to the community. 23
Conviviality Retail Plc
Annual Report and Accounts 2015
PEOPLE 
Employees 
We are committed to providing both 
rewarding and sustainable employment 
to everyone who works for Conviviality. 
As a minimum we review our pay banding 
and reward levels on an annual basis to 
ensure that they reflect the market. Based 
on our business size and turnover, we 
reward between the median and upper 
range of the market to ensure we not only 
fairly but competitively reward our people.
Minimum wage 
Our retail branches are the only area of 
our business where we employ people 
on minimum wage. We operate different 
structures within our Wine Rack and 
Bargain Booze stores which allow 
employees to increase their hourly rate 
by, for example, gaining qualifications 
such as WSET, which are paid for 
by the business.
Bonus schemes
We ensure we have in place additional 
schemes which allows our employees 
to share in the success of the Company 
through our weekly and annual bonus 
schemes depending on which area of 
the business people work in, and 
through being eligible to earn and 
purchase shares in the business.
Where appropriate we also influence key 
suppliers in the remuneration of their 
employees. For example our Logistics 
operation, which historically has been 
outsourced (until April 2015), has seen 
a significant increase in its base wage to 
reflect the industry and job they perform 
over the last twelve months. This has 
seen our drivers benefit from an 8% pay 
increase, a weekly £20 bonus linked to 
their performance as well as introducing 
wider benefits such as healthcare.
Building a diverse workforce 
18 months ago Conviviality’s employee 
base lacked any real representation in 
minority race/country of origin at 2%; 
now we see this sitting at 10% of our 
workforce. Our overall business has a 
male-to-female ratio of 59%:41%. This is 
skewed by our warehouse operations, 
which, due to the size and weight of 
products, appeals more to male workers. 
On removing the warehouse the ratio 
changes to 56% female and 44% male. 
On the whole a fairly balanced picture. 
One of the most successful diversity 
achievements is within the senior 
management team across the business, 
which is gender balanced with 48% women 
and 52% men. In contrast, two years ago, 
this picture was 72% male and 28% female. 
The balance has changed largely organically, 
reflecting the Executive Board structure 
and more female role models and roles 
which have been recognised as having 
valuable contribution within the 
leadership structure.
Apprentice scheme
In 2013/2014 we ran our first trial 
apprentice scheme in the warehouse 
and it was fantastic to see four young 
people move into permanent roles in 
head office, our logistics team and our 
warehouse operation. This scheme has 
given us a great basis to learn about how 
to make this a rewarding experience for 
apprentices and add benefit to the business 
and we look forward to expanding this 
scheme as we go into our new 
financial year.
WHAT WE STAND FOR
Our values set the tone for the entire 
organisation and give us our principles 
of how we need to work together.
ADAPTABLE
Being flexible to the 
needs of the business.
PASSION
Using our passion and 
enthusiasm to embrace 
every challenge that comes 
our way and having fun 
whilst we do it.
EXCELLENCE
Making a difference 
by delivering and 
going the extra mile.
PROFESSIONAL
Acting with honesty 
and integrity, showing 
respect for others to 
build trusting, professional 
working relationships.
TEAMWORK
Working as one team to 
achieve a common goal, 
supporting our Franchisees 
and each other.
The Strategic report, as set out on pages 1 to 23, has been approved by the Board.
By order of the Board
Diana Hunter
Chief Executive Officer
13 July 2015
Strategic report Governance
24
Conviviality Retail Plc
Annual Report and Accounts 2015
2. DIANA HUNTER
 Chief Executive Officer 
1. DAVID ADAMS
 Chairman 
3 .  A N D R E W 
HUMPHREYS
 Chief Financial Officer
4. AMANDA JONES
 Chief Operating Officer 
Board of Directors
A strong leadership 
team committed to 
driving growth
Term of office
Previous experience
Board committees
External appointments
David joined the Board 
in July 2013.
Diana joined the Board 
in February 2013.
Andrew joined the Board 
in June 2014.
Amanda joined the Board 
in October 2014.
David is an experienced Plc 
director who has served 
in both executive and 
non-executive capacities 
in the retail industry. Past 
roles include Finance Director 
and Deputy CEO at House of 
Fraser, Chairman of Jessops 
Plc and Moss Bros Plc and 
Non-Executive Director 
of HMV.
Prior to joining Conviviality, 
Diana held various roles at 
Waitrose, including Head 
of Merchandising, Director 
of Store Development 
and, latterly, as Convenience 
Director. Diana began her 
career at J Sainsbury plc 
where for over 13 years she 
held numerous senior roles.
Andrew joined from Direct 
Wines, where he held the 
position of Chief Financial 
Officer, having previously 
held senior finance roles 
in the retail sector at 
Shop Direct Group and 
Carphone Warehouse 
Group plc.
Amanda is an experienced 
retailer having held senior UK 
and international operational 
roles at Marks & Spencer 
Group plc and at Waitrose 
where she led the development 
and roll out of new store formats. 
Most recently Amanda was 
the Chief Operating Officer 
of Nisa Retail Limited.
Audit
Nomination – Chairman
Remuneration
Diana is not a member of any 
of the Board committees.
Andrew is not a member of 
any of the Board committees.
Amanda is not a member of 
any of the Board committees.
David is Senior Independent 
Director and Chair of Audit 
at both Halfords Group Plc and 
Hornby Plc and was recently 
appointed Non-Executive 
Director and Chair of Audit at 
Fever Tree Drinks Plc. David 
is Chairman of Park Cameras 
and Walk the Walk, a breast 
cancer charity. 
Diana is a trustee of the 
Family and Childcare Trust 
and is on the board of the 
WSTA (Wine and Spirit 
Trade Association).
Andrew has no 
external appointments. 
Amanda has no 
external appointments.  25
Conviviality Retail Plc
Annual Report and Accounts 2015
7. STEVE WILSON
 Non-Executive Director 
6. MARTIN NEWMAN
 Non-Executive Director 
8 .  I A N J O N E S
 Non-Executive Director 
5 .  K E N T O N B U R C H E L L
 Commercial Director 
Term of office
Previous experience
Board committees
External appointments
Kenton joined the Board 
in March 2014.
Martin joined the Board 
in February 2014.
Steve joined the Board 
in February 2014.
Ian joined the Board 
in May 2015.
Kenton is an experienced 
commercial operator who has 
held several senior positions 
in retail over a 25-year career. 
Kenton joined Conviviality from 
Musgrave Retail Partners GB, 
the operators of, amongst 
other brands, Budgens, 
Supavalu and Londis where 
he was most recently Trading 
Director, and has previously 
been Head of Trading 
Operations and Head 
of Buying.
Martin’s previous roles have 
included Head of E-commerce 
for Burberry Group plc and 
Ted Baker plc, Interim Director 
of E-commerce for Pentland 
Brands plc as well as Head of 
Marketing for Harrods’ home 
shopping division.
Steve has significant public 
company experience, having 
been on the board of 
Headlam Group plc since 1991, 
where he has helped develop 
the business from its origin 
as a company with revenues 
of £21m to where it is today. 
He served on the board 
of Synergy Health Plc as 
Non-Executive Chairman 
for eight years between 
2002 and 2010.
Ian was previously at 
Homebase Ltd where he was 
Retail Director for nine years. 
During this period, Ian was 
also Distribution and Supply 
Chain Director for five years. 
Ian took a central role in 
repositioning Homebase 
as a home enhancement 
retailer and was responsible 
for 340 stores and 18,000 
retail personnel.
Kenton is not a member of 
any of the Board committees.
Nomination
Remuneration
Audit – Chairman
Nomination
Remuneration
Remuneration – Chairman
Kenton has no 
external appointments. 
Martin is currently CEO 
of strategic multichannel 
consultancy Practicology 
and sits on the advisory 
board to international 
bicycle retailer Wiggle.
Steve Wilson is Group Finance 
Director of Headlam Group plc. 
Headlam is Europe’s largest 
floor coverings distributor 
and is listed on the London 
Stock Exchange’s Main Market. 
Ian Jones is a member of the 
Retail Advisory Committee 
for Marie Curie.
Governance Governance
26
Conviviality Retail Plc
Annual Report and Accounts 2015
Remuneration report
Directors and Directors’ interests
The Directors listed below all served throughout the period, or were appointed on the dates indicated below. 
Their interests in the issued share capital of the Company as at 26 April 2015 were as follows:
Date of appointment
2015 
Number
2014 
Number
D Hunter — —
D A R Adams 13,163 12,500
M D Newman 5,600 5,600
S G Wilson 32,500 12,500
K P Burchell — —
C A Humphreys 16 June 2014 — —
A J Jones 13 October 2014 — —
51,269 30,600
There have been no changes in the interests of the Directors in the issued share capital of the Company between 26 April 2015 
and the date of this report.
Insurance cover is in force in respect of the personal liabilities that may be incurred by Directors of the Company in the course 
of their service with the Group, as permitted by the Companies Act 2006.
Directors’ remuneration 
Directors’ remuneration information for those individuals who have served as a Director of the Company during the financial 
year is presented below. The information presented in respect of these Directors is for the full financial period.
Individual
Basic salary 
and fees
£
Annual 
bonus
£
Benefits
£
Payment 
in lieu of 
pension
£
Payment 
on loss of 
office
£
Total
£
D Hunter 321,250 193,200 28,268 38,750 — 581,468
D A R Adams* 65,000 — — — — 65,000
M D Newman 40,000 — — — — 40,000
S G Wilson 40,000 — — — — 40,000
K P Burchell 190,000 78,000 19,625 — — 287,625
C A Humphreys 197,019 90,000 11,238 — — 298,257
A J Jones 122,692 44,000 8,612 — — 175,304
I M W Jones — — — — — —
K H Webb 58,333 — 5,998 — 124,771 189,102
J A Wirth 37,375 — 4,671 — 97,500 139,546
1,071,669 405,200 78,412 38,750 222,271 1,816,302
* Amounts payable in respect of this Director are charged as fees to the Company.
Our approach to remuneration 
is focused on the performance 
of the business. 
Ian Jones
Chairman of the Remuneration Committee 27
Conviviality Retail Plc
Annual Report and Accounts 2015
Directors’ remuneration continued
Directors’ remuneration information for those individuals who have served as a Director of the Company during the prior 
financial year is presented below. The information presented in respect of these Directors is for the full financial period.
Individual
Basic salary 
and fees
£
Bonus 
paid on
 achieving 
IPO
£
Annual 
bonus
£
Benefits
£
Payment 
in lieu of 
pension
£
Payment 
on loss of 
office
£
Total
£
D Hunter 256,667 131,810 93,000 28,460 53,333 — 563,270
D A R Adams* 38,333 — — — — — 38,333
M D Newman 10,000 — — — — — 10,000
S G Wilson 10,000 — — — — — 10,000
K P Burchell 31,667 — — 3,218 — — 34,885
P E Hodgson 151,298 — — 13,915 — 149,970 315,183
R A Pedder 60,000 — — — — — 60,000
K H Webb 175,000 — 35,000 14,098 — — 224,098
J A Wirth 96,250 — 20,000 10,319 — — 126,569
Other Directors 69,826 — — 4,844 — 503,295 577,965
899,041 131,810 148,000 74,854 53,333 653,265 1,960,303
* Amounts payable in respect of this Director are charged as fees to the Company.
The Directors’ interests in share options under the ESOP are as follows:
Individual
Date of 
grant
Earliest 
exercise 
date
Expiry
 date
Exercise 
price 
pence
Number at 
27 April 
2014
Granted/
 (exercised 
or forfeited)
Weighted 
average 
market price 
on exercise 
pence
Number at 
26 April 
2015
D Hunter 26/02/2013 31/07/2013 25/02/2023 2.7 1,676,809 (850,000) 160.0 826,809
31/07/2013 31/07/2016 30/07/2023 100.0 2,001,000 — — 2,001,000
K P Burchell 03/03/2014 03/03/2017 02/03/2024 187.0 101,604 — — 101,604
K H Webb 26/02/2013 31/07/2013 25/02/2023 2.7 291,874 (291,874) 150.0 —
31/07/2013 31/07/2016 30/07/2023 100.0 175,000 (175,000)* — —
J A Wirth 04/11/2013 04/11/2016 03/11/2023 100.0 195,000 (195,000)* — —
C A Humphreys 18/09/2014 18/09/2017 17/09/2024 170.5 — 263,929 — 263,929
18/09/2014 18/09/2015 17/09/2024 0.0 — 70,000 — 70,000
A J Jones 13/10/2014 13/10/2017 12/10/2024 147.5 — 149,153 — 149,153
* Shares forfeited on leaving the Group.
The Group operates a number of share option and share award schemes for its employees. The Executive Directors 
only participate in the Employee Share Ownership Plan (“ESOP”), which is supervised by the Remuneration Committee. 
(Details of other schemes are provided in note 27 to the consolidated financial statements.)
Governance Governance
28
Conviviality Retail Plc
Annual Report and Accounts 2015
Remuneration report continued
ESOP
The ESOP is supervised by the 
Remuneration Committee. Participation 
by Executive Directors, including the size 
of the awards, will be determined by the 
Remuneration Committee. The awards 
granted on 26 February 2013 vested 
on successful admission to AIM. All 
subsequent grants vest on completion 
of one or three years’ service to the 
Company. The award price payable per 
share is determined by the Board but 
shall not be less than the market value 
of the shares as at the date of grant. For 
awards granted on or around admission, 
the award price was taken to be the 
placing price. Options are forfeited if the 
employee leaves the Company before 
the options vest.
The total market value, at the relevant 
grant date, of awards granted to each 
Executive Director in the same financial 
year under the ESOP may not exceed 
an amount equal to 100% of the higher 
of the Director’s basic salary, expressed 
as an annual rate as at the grant date, 
or the basic salary for the period of 
12 months prior to the grant date. This 
limit did not apply in relation to awards 
to Diana Hunter made on admission.
In addition to the completion of three 
years’ service, the vesting of awards made 
to Executive Directors are subject to the 
achievement of performance targets 
as follows:
 > achieving EBITDA targets, 
pre-share based payment charge, 
of £12m, £12.7m and £13.5m for each 
of the years ending 27 April 2014, 
26 April 2015 and 24 April 2016, 
respectively; and
 > if one year is missed, but the aggregate 
EBITDA for the three years is realised, 
the options will still vest.
Performance targets for future grants 
may be applied at the discretion of 
the Remuneration Committee.
Directors’ service contracts 
and employment letters
The Executive Directors have 
entered into service agreements with 
the Company at the following annual 
salaries with effect from the earlier of 
18 July 2013, or the date of appointment 
as a Director. These are subject to 
annual review by the Remuneration 
Committee, which took place in 
May 2015.
£
D Hunter 351,250
K P Burchell 200,850
C A Humphreys 231,750
A J Jones 231,000
Each Executive Director’s employment 
will continue until terminated by either 
party by written notice. The notice 
periods applicable are six months, with 
the exception of Diana Hunter, for whom 
it is 12 months. Other fixed elements of 
the Executive Directors’ remuneration 
comprise a car allowance, life assurance, 
permanent health and disability insurance 
and private medical insurance. The 
Company may elect to terminate the 
employment of each Executive Director 
by making a payment in lieu of notice 
equal to their basic salary in a lump 
sum or monthly instalments. 
Each of the Executive Directors has 
agreed to confidentiality undertakings, 
without limitation as to time, and have 
agreed to non-compete, non-solicitation 
and non-dealing restrictive covenants that 
apply for a period of 12 months following 
termination of employment with the Group, 
in the case of Diana Hunter, and six months 
following termination of their employment 
with the Group in all other cases.
Each Executive Director is eligible to 
participate in a discretionary annual 
bonus scheme; this is reviewed by 
the Remuneration Committee on 
an annual basis.
As at 26 April 2015, it was assessed that 
performance bonuses would be due 
and consequently £405,200 has 
been accrued. 
The Non-Executive Directors have 
entered into appointment letters. 
Under the terms of these letters, the 
Non-Executive Directors are entitled 
to an annual fee as set out below:
£
D A R Adams 65,000
M D Newman 40,000
S G Wilson 40,000
I M W Jones 40,000
The appointments are terminable by either 
party with one months’ written notice, 
with the exception of the Chairman for 
whom it is three months. The Company 
may pay the Non-Executive Directors 
in lieu of their notice period. 
Ian Jones
Chairman of the 
Remuneration Committee
13 July 2015 29
Conviviality Retail Plc
Annual Report and Accounts 2015
Directors’ report 
The Directors present their report and consolidated financial statements 
for the 52 weeks ending 26 April 2015.
Directors
The Directors who served throughout the period are listed below:
Date of appointment 
(if appointed in the year) Date of resignation
D Hunter
D A R Adams
M D Newman
S G Wilson
K P Burchell
C A Humphreys 16 June 2014
A J Jones 13 October 2014
I M W Jones 11 May 2015
K H Webb 21 July 2014
J A Wirth 27 June 2014
Insurance cover is in force in respect 
of the personal liabilities that may be 
incurred by Directors of the Company 
in the course of their service with the 
Group, as permitted by the Companies 
Act 2006.
Share listing 
The Company’s ordinary shares were 
admitted to and traded on AIM, a market 
operated by the London Stock Exchange, 
with effect from 31 July 2013. Further 
information regarding the Company’s 
share capital is set out in note 21 to 
the consolidated financial statements. 
Capital structure
The Group implemented a new financial 
structure as part of the IPO resulting in the 
full settlement of senior debt and all loan 
notes totalling £36m. Acquisitions have 
been funded out of cash resources, and 
the general corporate and working 
capital requirements are supported by 
a receivables finance agreement from 
RBS Invoice Finance Limited. Bargain 
Booze Limited also entered into a bank 
agreement with National Westminster 
Bank Plc on the 18 July 2013 whereby 
the bank provides guarantees for certain 
suppliers. Additional details of these 
facilities are provided in note 17 of the 
consolidated financial statements.
Governance 
The Directors acknowledge the 
importance of the principles set out in 
the UK Corporate Governance Code 2012. 
The UK Corporate Governance Code 2012 
is not compulsory for AIM-quoted 
companies and has not been complied 
with. However, the Directors intend 
to apply the principles as considered 
appropriate given the size and nature 
of the Company in accordance with the 
UK Corporate Governance Code 2012 
and the QCA Corporate Governance 
Code for Small and Mid-Size Quoted 
Companies 2013.
The Board comprises eight Directors, 
of which four are Executive Directors 
and four are Non-Executive Directors, 
and reflect a blend of different experience 
and backgrounds (see Directors’ profiles 
on pages 24 and 25). The Board meets 
monthly to consider strategy, performance 
and the effectiveness of internal controls 
amongst other things.
At each AGM of the Company, one-third 
of the Directors (or the number nearest 
to but not exceeding one-third when the 
number of Directors is not a multiple of 
three) shall retire from office. In addition, 
any Director who has been a Director 
at each of the preceding two AGMs shall 
also retire. Each such Director may, if 
eligible, offer themselves for re-election. 
If the Company, at the meeting at 
which a Director retires, does not 
fill the vacancy, the retiring Director 
shall, if willing, be deemed to have 
been reappointed unless it is expressly 
resolved not to fill the vacancy or a 
resolution for the reappointment of the 
Director is put to the meeting and lost.
The Audit Committee is chaired 
by Steve Wilson and has primary 
responsibility for monitoring the quality 
of internal controls, ensuring that the 
financial performance of the Group 
is properly measured and reported 
on and reviewing reports from the 
Company’s auditor relating to the 
Group’s accounting and internal 
controls, in all cases having due regard 
to the interests of the shareholders. 
The Committee meets at least twice 
a year, with David Adams being the 
other Audit Committee member.
The Nomination Committee is chaired by 
David Adams and identifies and nominates, 
for the approval of the Board, candidates 
to fill Board vacancies as and when they 
arise. The Committee meets at least once a 
year, with Steve Wilson and Martin Newman 
being the other Committee members.
The Remuneration Committee is chaired 
by Ian Jones (appointed 11 May 2015) and 
reviews the performance of the Executive 
Directors and determines their terms 
and conditions of service, including their 
remuneration and the grant of options, 
having due regard to the interests of 
shareholders. Prior to the appointment 
of Ian Jones, the Committee was chaired 
by Martin Newman. The Committee meets 
at least once a year, with David Adams, 
Martin Newman and Steve Wilson being 
the other Committee members. 
Executive Directors are invited to attend 
Committee meetings as required from 
time to time.
The Directors understand the importance 
of complying with the AIM Rules relating 
to Directors’ dealings and have established 
a share dealing code which is appropriate 
for an AIM-quoted company.
Governance Governance
30
Conviviality Retail Plc
Annual Report and Accounts 2015
Directors’ report continued
Control environment
The Directors are responsible for the 
internal controls of the Group and have 
established a framework intended to 
provide reasonable but not absolute 
assurance against material financial 
misstatement or loss.
An annual budget is prepared against 
which specific objectives and targets are 
set. This budget is reviewed and approved 
by the Board on a regular basis, with 
trading activity monitored weekly and 
internal management accounts prepared 
and reviewed monthly, with comparisons 
against the latest plan and prior year. 
The Group will continue to review and 
develop operating documentation and 
controls as the business develops.
Health and safety
The Group is committed to high standards 
in health, safety and environmental 
performance. It is the Group’s policy to 
abide by all laws, directives and regulations 
relevant to its operations and to act in a 
manner so as to minimise the effects of its 
operations on the environment. The Group 
seeks to provide safe places and systems of 
work, plant and machinery and handling 
of materials and ensures appropriate 
information, instruction and training 
is in place. The Group has procedures 
relating to the appropriate reporting and 
monitoring of accidents, incidents and 
dangerous occurrences and employees 
are encouraged to identify and report 
on any potential policy breach to ensure 
preventative actions are taken to avoid any 
unsafe work practices. Emphasis is placed 
on all employees having a responsibility 
to maintain a safe working environment. 
Financial risk management
Financial risk is managed through a 
formal quarterly update by the Board 
and informally on an ongoing basis. 
The key risks relating to the Group are 
outlined in more detail in note 19 to 
the consolidated financial statements.
Regulatory risks
Due to industry-wide issues 
surrounding the price and availability 
of glass Packaging Recovery Notes 
(“PRNs”), the Group failed to meet 
its obligations under the Producer 
Responsibility Obligations (Packaging 
Waste) Regulations 2007 during 2012. 
As a result the Group entered into 
discussions with the Environment 
Agency (“EA”) regarding this historical 
non-compliance in December 2012.
It was possible that the EA would pursue 
either an enforcement undertaking, which 
involves a fine of a specified amount, not 
usually less than the cost avoided plus a 
penalty amount and an amount to cover 
the EA’s costs, being donated to charity, a 
variable monetary penalty or enforcement 
action against the Group. An enforcement 
action is a criminal sanction, prosecuted 
through the courts and results in a fine 
being payable by the Group that is the 
subject of the action. This fine is decided 
by the courts but is usually larger 
than amounts due under either 
enforcement undertakings 
or variable monetary penalties.
The Group’s enforcement undertaking 
offer was formally accepted on 23 April 
2014, following extensive investigation 
and review with full and final settlement, 
requiring a donation of £188,109 to 
Groundworks Cheshire for use in various 
projects, on 11 June 2014. The settlement 
and associated legal costs were contained 
within the provision put in place 
in the 2013 accounts.
Moving forward, the Group’s 
obligations under the Producer 
Responsibility Obligations (Packaging 
Waste) Regulations 2007 are being 
monitored, controlled and complied 
with on an ongoing basis.
Responsible retailing
The Group acknowledges that alcohol 
misuse and underage drinking are issues 
causing real concern. The Group takes 
these matters very seriously and is 
committed to the responsible retailing of 
alcohol in order to mitigate their impact. 
The Group is a supporter of Drinkaware, 
the government sponsored trust that 
promotes responsible drinking and, 
in addition, the Group operates the 
Challenge 25 scheme to ensure that 
minors are not able to purchase alcohol 
in our stores. Responsible retailing is 
re-enforced through awareness training 
for both our employees and franchisees. 
We insist on high levels of training for 
franchisees and regular store audits. We 
believe that our independent franchisee 
retailers take their responsibilities very 
seriously and, through their excellent 
local community links, are in a strong 
position to exercise responsible 
retailing effectively. 31
Conviviality Retail Plc
Annual Report and Accounts 2015
Substantial shareholdings
At 30 June 2015, the Company had been 
notified of the following interests of over 
3% of the issued unused share capital:
Hargreave Hale 10,103,365 15.14%
AXA Framlington 6,763,841 10.10%
Artemis Fund 
Managers Ltd 6,392,985 9.98%
Miton Group Plc 6,108,315 9.13%
Premier Fund 
Managers 6,040,000 9.02%
Henderson Global 
Investors 5,746,609 8.58%
Schroder 
Investment 
Management 4,467,367 6.69%
River & Mercantile 
Asset Management 3,719,492 5.56%
Jupiter Asset 
Management 3,650,000 5.32%
Close Asset 
Management 
Limited 3,471,990 5.19%
Unicorn Asset 
Management 3,327,682 4.97%
Investec Asset 
Management 3,220,000 4.83% 
Post balance sheet events
On 12 June 2015, the Group paid the 
£172,000 normalised working capital 
payment relating to the acquisition 
of GT News (Holdings) Limited.
Future developments
Future developments are included 
in the Chief Executive’s statement 
on pages 6 to 9.
The Directors’ report, as set out on 
pages 29 to 31, has been approved 
by the Board.
By order of the Board
Diana Hunter
Chief Executive Officer
13 July 2015
Governance Governance
32
Conviviality Retail Plc
Annual Report and Accounts 2015
Auditor and disclosure of information to auditor
Each Director in office at the date of 
approval of this report has confirmed that:
 > so far as he/she is aware, there is no 
relevant audit information of which the 
Company’s auditor is unaware; and
 > he/she has taken all reasonable steps 
that he/she ought to have taken as 
a Director in order to make himself/
herself aware of any relevant audit 
information and to establish that 
the Company’s auditor is aware 
of that information.
In accordance with Section 489 of the 
Companies Act 2006, a resolution will 
be proposed at the AGM that Grant 
Thornton UK LLP be reappointed 
as auditor.
Diana Hunter
Chief Executive Officer
13 July 2015
The Directors are responsible for 
preparing the Strategic report, the 
Directors’ report and the financial 
statements in accordance with 
applicable law and regulations.
Company law requires the Directors 
to prepare financial statements for 
each financial period. Under that law 
the Directors have prepared the Group 
financial statements in accordance 
with International Financial Reporting 
Standards (“IFRS”) as adopted by the 
European Union and prepared financial 
statements for the parent company 
in accordance with United Kingdom 
Generally Accepted Accounting Practice 
(United Kingdom Accounting Standards 
and applicable laws). Under company 
law, the Directors must not approve 
the financial statements unless they 
are satisfied that they give a true and 
fair view of the state of affairs of the 
Group and the Company and of the 
profit or loss of the Group for that 
period. In preparing these financial 
statements, the Directors are required to:
 > select suitable accounting policies 
and then apply them consistently;
 > make judgments and accounting 
estimates that are reasonable 
and prudent;
 > state whether applicable IFRSs 
and UK Accounting Standards have 
been followed, subject to any material 
departures disclosed and explained 
in the financial statements; and
 > prepare the financial statements on 
the going concern basis unless it is 
inappropriate to presume that the 
Company will continue in business.
The Directors are responsible for 
keeping adequate accounting records 
that are sufficient to show and explain 
the Company and the Group’s transactions 
and disclose with reasonable accuracy 
at any time the financial position of the 
Company and the Group and enable them 
to ensure that the financial statements 
comply with the Companies Act 2006. 
They are also responsible for safeguarding 
the assets of the Company and the Group 
and hence for taking reasonable steps 
for the prevention and detection 
of fraud and other irregularities.
By order of the Board
Diana Hunter
Chief Executive Officer
13 July 2015
Statement of Directors’ responsibilities 33
Conviviality Retail Plc
Annual Report and Accounts 2015
Independent auditor’s report 
To the members of Conviviality Retail Plc
We have audited the financial 
statements of Conviviality Retail Plc, 
for the 52 weeks ended 26 April 2015 
which comprise the consolidated 
income statement, the consolidated 
statement of financial position, the 
consolidated statement of changes in 
equity, the consolidated statement of 
cash flows, the Company balance sheet 
and the related notes. The financial 
reporting framework that has been 
applied in the preparation of the Group 
financial statements is applicable law 
and International Financial Reporting 
Standards (“IFRSs”) as adopted by the 
European Union. The financial reporting 
framework that has been applied in 
the preparation of the parent company 
financial statements is applicable 
law and United Kingdom Accounting 
Standards (United Kingdom Generally 
Accepted Accounting Practice).
This report is made solely to the 
Company’s members, as a body, in 
accordance with Chapter 3 of Part 16 
of the Companies Act 2006. Our audit 
work has been undertaken so that we 
might state to the Company’s members 
those matters we are required to state 
to them in an auditor’s report and for 
no other purpose. To the fullest extent 
permitted by law, we do not accept or 
assume responsibility to anyone other 
than the Company and the Company’s 
members as a body, for our audit work, 
for this report, or for the opinions 
we have formed.
Respective responsibilities 
of Directors and auditor
As explained more fully in the Statement 
of Directors’ responsibilities set out on 
page 32, the Directors are responsible 
for the preparation of the financial 
statements and for being satisfied 
that they give a true and fair view. 
Our responsibility is to audit and express 
an opinion on the financial statements 
in accordance with applicable law and 
International Standards on Auditing 
(UK and Ireland). Those standards 
require us to comply with the Auditing 
Practices Board’s (“APB’s”) Ethical 
Standards for Auditors.
Scope of the audit of the 
financial statements
A description of the scope of an audit 
of financial statements is provided on 
the Financial Reporting Council’s website 
at www.frc.org.uk/auditscopeukprivate.
Opinion on financial statements
In our opinion:
 > the financial statements give a 
true and fair view of the state of the 
Group’s and of the parent company’s 
affairs as at 26 April 2015 and of 
the Group’s profit for the period 
then ended;
 > the Group financial statements 
have been properly prepared in 
accordance with IFRSs as adopted 
by the European Union;
 > the parent company financial 
statements have been properly 
prepared in accordance with United 
Kingdom Generally Accepted 
Accounting Practice; and
 > the financial statements have been 
prepared in accordance with the 
requirements of the Companies 
Act 2006.
Opinion on other matter prescribed 
by the Companies Act 2006
In our opinion, the information given in 
the Strategic report and the Directors’ 
report for the financial period for which 
the financial statements are prepared is 
consistent with the financial statements.
Matters on which we are required 
to report by exception
We have nothing to report in respect 
of the following matters where the 
Companies Act 2006 requires us 
to report to you if, in our opinion:
 > adequate accounting records have 
not been kept by the parent company, 
or returns adequate for our audit have 
not been received from branches not 
visited by us; or
 > the parent company financial 
statements are not in agreement with 
the accounting records and returns; or
 > certain disclosures of Directors’ 
remuneration specified by law 
are not made; or
 > we have not received all the 
information and explanations 
we require for our audit.
Stuart Muskett
Senior Statutory Auditor
For and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Manchester
13 July 2015 
Governance Financial statements
34
Conviviality Retail Plc
Annual Report and Accounts 2015
Consolidated income statement
For the 52 weeks ended 26 April 2015
Note
Before
exceptional
items
2015
£000
Exceptional
items
(note 4b)
2015
£000
Total
2015
£000
Before
exceptional
items
2014
£000
Exceptional
items
(note 4b)
2014
 £000
Total
2014
£000
Continuing operations
Revenue 364,092 — 364,092 355,718 — 355,718
Cost of sales (327,093) — (327,093) (322,968) — (322,968)
Gross profit 36,999 — 36,999 32,750 — 32,750
Operating expenses 4 (27,230) (731) (27,961) (22,744) (3,869) (26,613)
Operating profit 4 9,769 (731) 9,038 10,006 (3,869) 6,137
Finance income 6 23 — 23 29 — 29
Finance costs 6 (75) — (75) (729) (612) (1,341)
Profit before income tax 9,717 (731) 8,986 9,306 (4,481) 4,825
Income tax expense 7 (1,895) (59) (1,954) (2,120) 807 (1,313)
Profit for the financial period 
and total comprehensive income 7,822 (790) 7,032 7,186 (3,674) 3,512
Earnings per ordinary share
– Basic 8 10.7p 6.1p
– Diluted 8 10.1p 5.7p
The results for the financial period are derived from continuing operations.
All of the profit for the financial period and total comprehensive income are attributable to the owners of the parent.
There were no elements of other comprehensive income for any of the financial periods above other than those included 
in the consolidated income statements and therefore no statement of comprehensive income has been presented. 35
Conviviality Retail Plc
Annual Report and Accounts 2015
Consolidated statement of financial position
As at 26 April 2015
Note
2015
 £000
2014
 £000
Non-current assets
Property, plant and equipment 10 7,224 3,397
Goodwill 11 42,870 35,510
Intangible assets 12 1,833 810
Deferred taxation asset 20 647 1,117
Total non-current assets 52,574 40,834
Current assets
Inventories 14 12,357 11,778
Trade and other receivables 15 33,669 31,685
Cash and cash equivalents 16 1,203 9,974
Total current assets 47,229 53,437
Assets held for sale 13 — 150
Total assets 99,803 94,421
Current liabilities
Trade and other payables 17 (46,321) (43,733)
Borrowings 18 (9) —
Current taxation payable (780) (837)
Total current liabilities (47,110) (44,570)
Non-current liabilities
Borrowings 18 (3) —
Total liabilities (47,113) (44,570)
Net assets 52,690 49,851
Shareholders’ equity
Share capital 21 57 57
Share premium 22 34,020 34,020
Share-based payment and other reserves 22 2,002 956
Retained earnings 16,611 14,818
Total equity 52,690 49,851
These financial statements were approved and authorised for issue by the Board of Directors on 13 July 2015.
Diana Hunter
Conviviality Retail Plc
Company registration number: 5592636
Financial statements Financial statements
36
Conviviality Retail Plc
Annual Report and Accounts 2015
Consolidated statement of changes in equity
For the 52 weeks ended 26 April 2015
Note
Share
capital
£000
Share
 premium
£000
Share-based
payment
 reserve
£000
Other
reserves
£000
Retained
earnings
£000
Total
equity
£000
Balance at 28 April 2013 9 904 67 (84) 10,219 11,115
Profit for the financial period — — — — 3,512 3,512
Total comprehensive income 
for the period — — — — 3,512 3,512
Transactions with owners:
Issue of new deferred shares 21 41 (41) — — — —
Issue of new ordinary shares 21 7 33,157 — — — 33,164
Transfer of share-based 
payment charge 22 — — (2,379) — 2,379 —
Dividends 9 — — — — (1,292) (1,292)
Acquisition of shares for EBT 22 — — — (10) — (10)
Disposal of shares from EBT 22 — — — 36 — 36
Share-based payment charge 27 — — 2,945 — — 2,945
Deferred tax on share-based 
payment charge 20 — — 381 — — 381
Total transactions with owners 48 33,116 947 26 1,087 35,224
Balance at 27 April 2014 57 34,020 1,014 (58) 14,818 49,851
Profit for the financial period — — — — 7,032 7,032
Total comprehensive income 
for the period — — — — 7,032 7,032
Transactions with owners:
Transfer of share-based 
payment charge 22 — — (25) — 25 —
Dividends 9 — — — — (5,264) (5,264)
Disposal of shares from EBT 22 — — — 32 — 32
Share-based payment charge 27 — — 1,032 — — 1,032
Deferred tax on share-based 
payment charge 20 — — (178) — — (178)
Excess deferred tax deduction 
on share options 22 — — 185 — — 185
Total transactions with owners — — 1,014 32 (5,239) (4,193)
Balance at 26 April 2015 57 34,020 2,028 (26) 16,611 52,690 37
Conviviality Retail Plc
Annual Report and Accounts 2015
Consolidated statement of cash flows
For the 52 weeks ended 26 April 2015
Note
2015
 £000
2014
 £000
Cash flows from operating activities
Cash generated from operations 23 11,496 5,998
Interest paid (75) (84)
Income tax (paid)/received (1,645) 42
Net cash generated from operating activities 9,776 5,956
Cash flows from investing activities
Purchases of property, plant and equipment 10 (4,166) (1,548)
Purchases of intangible assets 12 (806) —
Proceeds from sale of property, plant and equipment 281 134
Interest received 6 23 29
Purchase of subsidiary undertaking (net of cash acquired) 28 (6,495) (1,456)
Purchase of other business combinations 28 (2,146) (457)
Net cash used in investing activities (13,309) (3,298)
Cash flows from financing activities
Dividends paid 9 (5,264) (1,292)
Repayments of borrowings (6) (37,310)
Proceeds from sale of shares — 33,164
Proceeds from sale of shares held by EBT 22 32 465
Purchase of shares for EBT 22 — (10)
Net cash used in financing activities (5,238) (4,983)
Net decrease in cash and cash equivalents (8,771) (2,325)
Cash and cash equivalents at beginning of the period 16 9,974 12,299
Cash and cash equivalents at the end of the period 16 1,203 9,974
Financial statements Financial statements
38
Conviviality Retail Plc
Annual Report and Accounts 2015
Notes to the financial statements
1. General information
The principal activity of Conviviality Retail Plc (the “Company”) and its subsidiaries (together, the “Group” or “Conviviality 
Retail”) is that of wholesale and retail supply of beers, wines, spirits, tobacco, grocery and confectionery. 
The Company is incorporated and domiciled in the United Kingdom. The address of its registered office is Weston Road, Crewe, 
Cheshire CW1 6BP. The registered number of the Company is 5592636.
The financial information presented is for the 52-week periods ended 26 April 2015 and 27 April 2014. The consolidated financial 
information is presented in Sterling, which is also the functional currency of the parent company, and has been rounded to the 
nearest thousand (£000).
2. Accounting policies
The principal accounting policies applied in the preparation of the consolidated financial information are set out below. 
These policies have been consistently applied to all periods presented, unless otherwise stated.
Basis of preparation
The consolidated financial statements for the 52 weeks ended 26 April 2015 have been prepared in accordance with 
International Financial Reporting Standards as adopted by the European Union (“IFRS”) and with those parts of the Companies 
Act 2006 applicable to companies reporting under IFRS.
The consolidated financial information has been prepared on a going concern basis and under the historical cost convention.
The Directors have prepared cash flow forecasts for the period until April 2018. Based on these, the Directors confirm that 
there are sufficient cash reserves to fund the business for the period under review, and believe that the Group is well placed 
to manage its business risk successfully. For this reason they continue to adopt the going concern basis in preparing the 
financial statements.
Basis of consolidation
The financial information comprises a consolidation of the financial information of Conviviality Retail Plc and all its subsidiaries. 
The financial period ends of all Group entities are coterminous.
Subsidiaries are all entities to which the Group is exposed, or has rights to variable returns from its involvement with the 
subsidiary and has the ability to affect those returns through its power over the subsidiary. Subsidiaries are fully consolidated 
from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.
Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. 
Unrealised losses are also eliminated except to the extent they provide evidence of impairment of the asset transferred.
The Group operates an employee benefit trust (“EBT”) and a franchisee incentive trust (“FIT”) for the purposes of acquiring 
shares to fund share awards made to employees and franchisees respectively. The assets and liabilities of these trusts have been 
included in the consolidated financial information. The cost of purchasing own shares held by the EBT and FIT are accounted 
for in other reserves. 
Business combinations
The acquisition of subsidiaries and businesses are accounted for using the acquisition method. The cost of acquisition is 
measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity 
instruments issued. 
Identifiable assets acquired and liabilities and contingent liabilities assumed are recognised at the fair values at the acquisition date. 
The excess of the consideration transferred over the fair value of the Group’s share of the identifiable net assets acquired 
is recorded as goodwill. 
Acquisition costs are charged to exceptional items.
Critical accounting estimates and assumptions
The preparation of financial information in conformity with IFRSs requires management to make estimates and assumptions 
that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported 
amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s best 
knowledge of the amount, event or actions, actual events ultimately may differ from those estimates.
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including 
expectations of future events that are believed to be reasonable under the circumstances.
The Group makes certain estimates and assumptions concerning the future. The resulting accounting estimates will, by 
definition, seldom equal the related actual results. The areas involving a higher degree of judgment or complexity, or areas 
where assumptions and estimates are significant to the consolidated financial information are considered to relate to:
(a) Carrying value of goodwill
Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units (“CGU”) to 
which goodwill has been allocated. The value-in-use calculation requires management to estimate the future cash flows expected 
to arise from the CGU and a suitable discount rate in order to calculate present value. The estimation of the timing and value 
of underlying projected cash flows and selection of appropriate discount rates involves management judgment. Subsequent 
changes to these estimates or judgments may impact the carrying value of the goodwill, which at 26 April 2015 was 
£42,870,000 (note 11). 39
Conviviality Retail Plc
Annual Report and Accounts 2015
2. Accounting policies continued
Critical accounting estimates and assumptions continued
(b) Impairment of trade receivables
The assessments undertaken in recognising provisions and contingencies have been made in accordance with IAS 39. A provision 
for the impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect 
all outstanding amounts in full due to the receivables being classified as “bad” or there are indications that the collection is “doubtful”. 
The amount of any loss is recognised in the income statement within cost of sales. Subsequent recoveries of amounts previously 
written off are credited against cost of sales in the income statement. The gross amount of trade receivables at 26 April 2015 
is £30,207,000 and the associated provision is £1,385,000 (note 15).
(c) Share options
The estimation of share-based payment costs requires the selection of an appropriate valuation model (Black-Scholes pricing 
model), consideration as to the inputs necessary for the valuation model chosen, and the estimation of the number of awards 
that will ultimately vest. The key assumptions are on expected life of share options, volatility of share price, the risk-free yield to 
maturity and expected dividend yield. The total charge for equity and cash-settled share-based payments for the financial year 
was £1,079,000 (note 27).
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker 
(“CODM”). The CODM, who is responsible for allocating resources and assessing performance of operating segments, has been 
identified as the Executive Directors.
Foreign currency translation
(a) Functional and presentation currency
Items included in the financial information of each of the Group’s entities are measured using the currency of the primary 
economic environment in which the entity operates (“the functional currency”). The consolidated financial information 
is presented in Sterling, which is the Company’s and subsidiaries’ functional and presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of 
the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated at the 
exchange ruling at that date. Foreign exchange gains and losses arising on translation are recognised in the income statement 
for the period.
Revenue
Revenue is in respect of wholesale and retail distribution in the UK, and is recognised when the significant risks and benefits 
of ownership of the product has been transferred to the buyer. Revenue is the total amount receivable by the Group for goods 
supplied, excluding VAT and trade discounts. 
Wholesale revenue to franchisees is recognised on delivery of the product to the franchisee.
Retail revenue generated by own stores is recognised at the point of sale to the buyer. 
Supplier income
Supplier incentives, rebates and discounts, collectively known as “supplier income”, are recognised on an accruals basis as 
they are earned for each relevant supplier contract. The accrued value at the reporting date is included in accrued income.
The most common types of supplier income which the Group receives are:
 > retrospective discounts typically based on an agreed sum per item sold on promotion for a period;
 > fixed amounts agreed with suppliers to support specific promotions; and
 > supplier rebates typically based on sales targets on an annual calendar year basis.
Cost of sales
Cost of sales represent the cost to the Group of the product sold. It consists of all external costs incurred in procuring goods 
for resale and delivering them to the distribution warehouses, as well as any adjustments to inventory and any bad debt expense.
Operating costs and income
Operating costs consists of distribution costs, administrative expenses, head office costs, and the costs associated with running 
corporately owned stores.
Fees for the provision of continuing services to franchisees (e.g. IT support, marketing, training, etc.) are recognised as operating 
income as the services are rendered. Initial fees are recognised as operating income when performance of all the initial services 
and other obligations required of the franchisor have been substantially accomplished.
Financial statements Financial statements
40
Conviviality Retail Plc
Annual Report and Accounts 2015
Notes to the financial statements continued
2. Accounting policies continued
Property, plant and equipment
Items of property, plant and equipment are stated at historic purchase cost less accumulated depreciation and any provision 
for impairment. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset into working 
condition for its intended use.
As no infinite useful life for land can be determined, no depreciation is provided on land. Depreciation is recognised on a 
straight-line basis to write down the cost less estimated residual value of buildings, plant and equipment and motor vehicles. 
The following useful lives are applied:
Leasehold buildings shorter of lease term and 50 years
Plant and equipment three to ten years
Motor vehicle  three years
The assets’ residual values and useful lives are reviewed and adjusted if appropriate at each reporting date. 
Intangible assets
(a) Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable 
assets of the acquired subsidiary or businesses at the date of acquisition. Goodwill is tested annually for impairment, or more 
frequently if events or changes in circumstances indicate that the carrying value may be impaired, and is carried at cost less 
accumulated impairment losses. 
Goodwill is allocated to CGUs for the purpose of impairment testing. A CGU is identified at the lowest aggregation of assets 
that generate largely independent cash inflows, and that which is looked at by management for monitoring and managing 
the business. The Group’s three CGUs are Bargain Booze, Wine Rack and GT News (Holdings).
If the recoverable amount of the CGU is less than the carrying amount, an impairment loss is allocated first to reduce the 
carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rate on the basis of the 
carrying amount of each asset in the unit. Any impairment is recognised immediately in the income statement and is not 
reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Goodwill arising on acquisitions before the date of transition to IFRS has been retained at the previous UK GAAP amounts 
subject to being tested for impairment at that date. 
(b) Other intangible assets
Brand names: Brand names acquired in a business combination that qualify for separate recognition are recognised 
as intangible assets at their fair values.
Internally developed software: Expenditure on the research phase of projects to develop new customised software for IT 
and telecommunication systems is recognised as an expense as incurred. Costs that are directly attributable to a project’s 
development phase are recognised as intangible assets, provided they meet the following criteria:
 > the development cost can be measured reliably;
 > the project is technically feasible and viable;
 > the Group intends to and has sufficient resources to complete the project;
 > the Group has the ability to use or sell the software; and
 > the software will generate probable future economic benefits.
Intangible assets are carried at cost less accumulated amortisation and any impairment losses. Intangible assets arising 
on acquisition of subsidiaries or businesses are recognised separately from goodwill if the fair value of these assets can 
be identified separately and measured reliably.
Amortisation is calculated on a straight-line basis over the estimated useful life of the intangible asset. The useful life of 
the Group’s intangible asset is 20 years for brands and five years for other intangibles which are predominately software, 
with a residual value of £Nil.
Impairment reviews are carried out if events or changes in circumstances indicate that the carrying value of an asset may be 
impaired. An impairment loss is recognised in the income statement when the asset’s carrying value exceeds its recoverable 
amount. Its recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. Impairment losses are 
not reversed.
Assets held for sale
Non-current assets are classified as held for sale if the carrying amount will be recovered through a sale transaction rather than 
through continuing use. This condition is regarded as met only when the sale is highly probable, management is committed to 
a sale plan, the asset is available for immediate sale in its present condition and the sale is expected to be completed within one 
year from the date of classification. These assets are measured at the lower of carrying value and fair value less costs to sell.  41
Conviviality Retail Plc
Annual Report and Accounts 2015
2. Accounting policies continued
Inventory
Inventory comprises goods held for resale which are valued at the lower of cost and net realisable value. Cost is calculated using 
the first in, first out method. Net realisable value is the estimated selling price in the ordinary course of business, less applicable 
variable selling expenses. Provision is made for slow moving and obsolete stock if required. 
Trade and other receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest 
method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective 
evidence that the Group will not be able to collect all outstanding amounts in full due to the receivables being classified as “bad” 
or there are indications that collection is “doubtful”.
The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised 
in the income statement within operating costs. When a trade receivable is uncollectible, it is written off against the allowance 
account for trade receivables. Subsequent recoveries of amounts previously written off are credited against operating costs 
in the income statement.
Other receivables are non-interest bearing and are recognised initially at fair value and subsequently at amortised cost.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term highly liquid 
investments maturing within three months or less from the date of acquisition that are readily convertible into known amounts 
of cash and which are subject to an insignificant risk of changes in value.
Trade and other payables
Trade payables are obligations to pay for goods and services which have been acquired in the commercial operations of the 
Group. Trade payables are classified as current liabilities if payment is due within one year or less. If not, they are presented 
as non-current liabilities.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
Dividends
Interim dividends on ordinary shares are recognised in equity in the period in which they are paid. Final dividends on ordinary 
shares are recognised when they have been approved by the shareholders at the Annual General Meeting.
Leases
Leases are classified as finance leases when the terms of the lease transfer substantially all the risks and rewards of ownership 
to the Group. All other leases are classified as operating leases. 
Operating leases
Assets leased under operating leases are not recorded on the statement of financial position. Rental payments are charged 
directly to the income statement on a straight-line basis over the lease term. Any lease incentives, primarily up-front cash 
payments or rent-free periods, are capitalised and spread over the period of the lease term. 
EBT
The assets and liabilities of the Employee Benefit Trust (“EBT”) have been included in the Group accounts. The assets of the 
EBT are held separately from those of the company. In accordance with the principles of UITF Abstract 38, any assets held 
by the EBT cease to be recognised on the consolidated statement of financial position when the assets vest unconditionally 
in identified beneficiaries.
Finance cost and administrative expenses of the EBT are recorded in the Company’s profit and loss account where material; 
gains and losses on the purchase, sale, issue or cancellation of the Company’s own shares are recorded as movements on 
reserves. Neither the purchase nor sale of own shares leads to a gain or loss being recognised in the Group consolidated 
statement of comprehensive income.
Investments in the Company’s own shares held by the EBT are presented as a deduction from reserves and any dividend income 
received by the EBT is deducted from the aggregate of dividends paid and proposed. The number of such shares held by the 
EBT is deducted from the number of shares in issue when calculating earnings per share.
Taxation
The tax expense for the period comprises of current and deferred tax. Tax is recognised in the income statement, except to the 
extent that it relates to items recognised directly in other comprehensive income or in equity. In this case, the tax is recognised 
directly in other comprehensive income or in equity.
(a) Current taxation
Current tax is the expected tax payable on the taxable income for the period, using tax rates and laws enacted or substantively 
enacted by the reporting date. Management periodically evaluates positions taken in tax returns with respect to situations in 
which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts 
expected to be paid to the tax authorities.
Financial statements Financial statements
42
Conviviality Retail Plc
Annual Report and Accounts 2015
Notes to the financial statements continued
2. Accounting policies continued
Taxation continued
(b) Deferred taxation
Deferred tax is recognised using the statement of financial position liability method, on temporary differences arising between 
the tax base of assets and liabilities and their carrying amount in the historical financial information. Deferred tax is calculated 
at the tax rates and laws that have been enacted or substantively enacted by reporting date and are expected to apply when 
the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be available against 
which the temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date.
Deferred tax assets and liabilities are offset against each other when there is a legally enforceable right to set off current assets 
against current liabilities and it is the intention to settle these on a net basis.
Pension costs
The Group operates a stakeholder defined contribution pension scheme. The total expense recognised in the income statement 
represents contributions payable to the fund by the Group as specified in the rules of the scheme. 
Exceptional items
The Group treats as exceptional items those possessing a high degree of abnormality which arise from events or transactions 
that fall outside the ordinary activities of the Group and which are not expected to recur.
The Directors apply judgment in assessing the particular items, which, by virtue of their scale and nature, should be classified as 
exceptional items. The Directors consider that separate disclosure of these items is relevant to an understanding of the Group’s 
financial performance.
Share-based payments
The Group issues equity and cash-settled share-based payments to certain employees and Franchisees. Equity-settled 
share-based payments are measured at fair value, excluding the effect of non-market based vesting conditions, at the date 
of grant. The fair value determined at the grant date, is expensed on a straight-line basis over the vesting period, based on the 
Group’s estimate of the shares that will eventually vest and adjusted for the effect of non-market based vesting conditions. 
Fair value is measured using a Black-Scholes pricing model. The expected useful life used in the models has been adjusted, 
based on management’s best estimate, for the effects of exercise restrictions and behavioural considerations. For cash-settled 
share-based payments, a liability equal to the portion of the goods or services received is recognised at the current fair value 
determined at each reporting date. National insurance is accrued periodically in line with the share-based payment charge.
Equity
Equity comprises the following:
 > “share capital” represents the nominal value of equity shares;
 > “share premium” represents the excess over nominal value of the fair value of consideration received for equity shares, 
net of expenses of the share issue;
 > “share-based payment reserve” represents the IFRS 2 “Share-based Payment” charge for the year;
 > “other reserves” incorporates movement in the Group’s EBT and FIT; and
 > “retained earnings” represents cumulative retained earnings.
New standards and interpretations
At the date of authorisation of the financial information, the following standards and interpretations were in issue but not yet 
effective, and have not been early adopted by the Group:
 > IFRS 9 “Financial Instruments” (IASB effective date 1 January 2018)
1
 > IFRS 15 “Revenue from Contracts with Customers” (effective 1 January 2017)
2
 > IFRIC interpretation 21 “Levies” (IASB effective 1 January 2014)
3
 > Clarification of acceptable methods of depreciation and amortisation – amendments to IAS 16 and IAS 38 (IASB effective date 
1 January 2016)
1
1 Not adopted by the EU (as at 16 June 2015).
2 Not adopted by the EU (as at 16 June 2015). IASB is proposing to defer the effective date of IFRS 15 to 1 January 2018.
3 EU mandatory effective date is financial years starting on or after 17 June 2014.
The adoption of these standards and interpretations is not expected to have a material impact on the Group in the period 
they are applied. 43
Conviviality Retail Plc
Annual Report and Accounts 2015
3. Segment information
The Group’s activities consist of the wholesale and retail distribution of beers, wines, spirits, tobacco, grocery and confectionery 
within the United Kingdom. The Executive Directors of the Board are considered to be the chief operating decision maker (“CODM”). 
The business is managed as one entity, and activities are not split into any further regional or product subdivisions in the internal 
management reporting, as any such split would not provide the Group’s management with meaningful information. 
Consequently, all activities relate to this one segment.
The CODM manages the business using EBITDA pre-exceptional and share-based payment costs. The table below provides 
a reconciliation from this figure, to the reported profit before tax in the consolidated income statement:
2015
 £000
2014
 £000
EBITDA 12,854 12,425
Depreciation (1,887) (1,753)
Amortisation (125) (28)
Non-exceptional share-based payment charge (1,073) (638)
Exceptional costs (731) (3,869)
Net finance expense (52) (700)
Exceptional finance expense — (612)
Profit before income tax 8,986 4,825
No individual customer accounts for 10% or more of the Group’s revenue in either 2015 or 2014.
4. Operating profit
(a) Operating profit is arrived at after charging
Note
2015
 £000
2014
 £000
Distribution cost 6,571 6,255
Depreciation of property, plant and equipment 10 1,887 1,753
Amortisation of intangible assets 12 125 28
(Profit)/loss on disposal of property, plant and equipment (28) 8
Operating lease payments
– Land and buildings 2,216 1,360
– Plant and machinery 1,527 400
Share-based payment expense (non-exceptional) 27 1,073 638
Exceptional items 4b 731 3,869
(b) Exceptional costs
The exceptional costs, which are recognised within operating costs, are analysed below:
2015
 £000
2014
 £000
Costs associated with the IPO — 3,086
Costs associated with acquisitions 257 344
Other non-recurring events and projects 474 439
Total exceptional items 731 3,869
The costs associated with the IPO for the 52 weeks ended 27 April 2014 consisted of the fair value of the executive share options 
vesting on IPO (£1,936,000), National insurance payable on these options (£462,000), the fair value of the warrant issued to 
Zeus as described in the AIM admission document dated 18 July 2013 (£397,000), costs associated with IPO that were not met 
by the previous shareholders (£720,000) and a one-off gain on sale of shares held by the EBT of £429,000. 
Costs associated with acquisitions include £237,000 incurred in respect of the purchase of GT News (Holdings) Limited and 
£20,000 of additional costs in respect of the trade and assets purchase of 31 stores from R N B Stores Limited. Further details 
of these transactions are included in note 28. 
Costs associated with acquisitions in 2014 include £178,000 incurred in respect of the purchase of L.C.L. Enterprises Limited 
(Wine Rack) and £166,000 in respect of the trade and assets purchase of 31 stores from R N B Stores Limited. 
Other non-recurring events and projects of £474,000 (2014: £439,000) relate to professional and consultancy charges arising 
from one-off transactional activity (£19,000), and restructuring and reorganisation costs (£455,000) following an exercise 
to create efficiencies and streamline processes.
Financial statements Financial statements
44
Conviviality Retail Plc
Annual Report and Accounts 2015
Notes to the financial statements continued
4. Operating profit continued
(c) Auditor remuneration
During the period the Group obtained the following services from the Company’s auditor:
2015
 £000
2014
 £000
Fees payable to the Company’s auditor for the audit of the consolidated 
and Company financial statements 41 40
Fees payable to the Company’s auditor for other services:
– Audit-related assurance services 5 4
– Taxation compliance services 7 11
– Services relating to corporate finance transactions — 102
– Other assurance services 1 41
– Transaction related services 32 —
– Non-audit services 23 —
Total fees payable to the Company’s auditor 109 198
5. Employee costs
(a) Employee benefits expense
2015
£000
2014
£000
Wages and salaries 10,556 7,263
Social security costs 938 904
Pension contributions 54 —
Social security costs on share-based payment charge (note 27) 47 488
Share-based payment charge (note 27) 342 2,123
Compensation for loss of office 252 857
Employee benefits expense included in operating profit 12,189 11,635
The average monthly number of people (including Executive Directors) employed by the Group during the period was:
2015
Number
2014
Number
Directors 7 6
Administration 77 61
Marketing, selling and distribution 167 143
Retail staff 291 143
542 353
(b) Directors’ remuneration
The remuneration of the Directors comprises:
2015
£000
 2014
 £000
Salaries, fees and other short-term employee benefits 1,555 1,254
Compensation for loss of office 222 653
Payment in lieu of pension contribution 39 53
Total salaries and other short-term employment benefits 1,816 1,960
Share-based payments charge (operating expenses) 299 179
Share-based payment charge (exceptional items) — 1,916
Gains on exercise of share options 1,758 1,085
3,873 5,140 45
Conviviality Retail Plc
Annual Report and Accounts 2015
5. Employee costs continued
(b) Directors’ remuneration continued
The highest paid Director’s compensation is as follows:
2015
£000
2014
£000
Salaries, fees and other short-term employee benefits 581 563
Gains on exercise of share options 1,330 —
1,911 563
6. Finance income and expense
2015
£000
2014
£000
Finance income
Bank interest receivable 23 29
Total finance income 23 29
Finance expense
On invoice discounting facility 75 12
On bank loans — 54
On loan notes — 663
Non-exceptional finance expense 75 729
Exceptional finance expense — 612
Total finance expense 75 1,341
Exceptional finance expenses in 2014 included one-off charges arising on early resettlement of borrowings as part of the IPO.
7. Income tax expense
2015
 £000
2014
 £000
Current tax
Current tax on profits for the period 1,737 55
Adjustment in respect of prior periods 4 —
Total current tax 1,741 55
Deferred tax
Origination and reversal of temporary differences 212 1,183
Changes in taxation rate 1 75
Total deferred tax (note 20) 213 1,258
Income tax expense 1,954 1,313
 
2015
 £000
2014
 £000
Tax on profit before exceptional items 1,895 2,120
Tax on exceptional items 59 (807)
Total income tax expense 1,954 1,313
Tax on exceptional items includes a tax charge of £165,000 relating to share options vested at IPO.
Financial statements Financial statements
46
Conviviality Retail Plc
Annual Report and Accounts 2015
Notes to the financial statements continued
7. Income tax expense continued
The tax charge differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits 
of the consolidated entities as follows:
2015
 £000
2014
 £000
Profit before tax 8,986 4,825
Profit on ordinary activities multiplied by rate of corporation tax in the UK of 20.93% (2014: 22.85%) 1,881 1,103
Tax effects of:
– Expenses not deductible for tax purposes 114 152
– Differences between capital allowances and depreciation — 16
– Temporary differences — (33)
– Changes in taxation rate 1 75
– Share option movements 19 —
– Adjustment in respect of prior periods (61) —
Tax charge 1,954 1,313
Factors that may affect future tax charges
During the 52 weeks ended 26 April 2015, as a result of the change in the UK main corporation tax rate from 21% to 20% 
(2014: 23% to 21%) that was substantively enacted on 2 July 2013 and that is effective from 1 April 2014, the relevant deferred 
tax balances have been re-measured. 
8. Earnings per ordinary share
As at 27 April 2014 66,713,020 ordinary shares were in issue. During the year, an additional 227,363 ordinary shares were issued 
giving 66,940,383 shares in issue as at 26 April 2015 (note 21).
2015 2014
Profit attributable to ordinary shareholders (£000) 7,032 3,512
Basic earnings per share (pence) 10.7 6.1
Diluted earnings per share (pence) 10.1 5.7
Basic and diluted earnings per share are calculated by dividing the profit for the period attributable to equity holders 
by the weighted average numbers of shares.
2015
Number
2014
Number
Basic weighted average 65,452,630 57,285,762
Diluted weighted average 69,654,641 62,118,389
The difference between the basic and diluted average number of shares represents the dilutive effect of share options and 
warrants in existence. The weighted average number of shares can be reconciled to the weighted average number of shares 
including dilutive shares as follows:
2015
Number
2014
Number
Basic weighted average shares 65,452,630 57,285,762
Diluted effect of 
– Exceptional employee share incentive plans, resulting from IPO 812,298 2,331,357
– Warrant granted to Zeus Capital 472,910 839,902
– Employee share incentive plan 811,553 733,938
– Franchisee share incentive plan 2,105,250 927,430
Total dilutive effect of share incentive plans 4,202,011 4,832,627
Diluted weighted average number of shares 69,654,641 62,118,389 47
Conviviality Retail Plc
Annual Report and Accounts 2015
8. Earnings per ordinary share continued
Adjusted earnings per share
Although not presented on the face of the income statement, the adjusted earnings per share, profit after tax, but before 
exceptional items, is calculated below:
2015 2014 
Profit after tax before exceptional items attributable to ordinary shareholders (£000s) 7,822 7,186
Adjusted basic earnings per share (pence) 12.0 12.5
Adjusted diluted earnings per share (pence) 11.2 11.6
Adjusted basic and diluted earnings per share are calculated by dividing the profit after tax but before exceptional items 
by the weighted average number of shares, which is the same as disclosed in the table above. 
9. Dividends
Amounts recognised as distributions to ordinary shareholders in the period comprise:
2015
£000
2014
£000
Final dividend for 2014 of 6 pence per ordinary share 4,006 —
Interim dividend for 2015 and 2014 of 2 pence per ordinary share 1,339 1,334
Less amounts received by the Employee Benefit Trust (81) (42)
5,264 1,292
The 2015 final proposed dividend of £4,217,000 (6.3 pence per share) has not been accrued as it had not been approved by the 
period end. Sufficient dividends will be distributed within the Group subsequent to year end to ensure sufficient reserves are in 
place to pay the final proposed dividend. Relevant accounts will be filed at Companies House to support this.
10. Property, plant and equipment
Leasehold
land and
buildings
£000
Plant and
equipment
£000
Motor
 vehicles
£000
Total
£000
Cost 
At 28 April 2013 302 8,978 11 9,291
Acquisitions through business combinations 596 390 11 997
Additions — 1,501 47 1,548
Disposals (2) (874) — (876)
At 27 April 2014 896 9,995 69 10,960
Acquisitions through business combinations (note 28) 637 997 17 1,651
Additions 27 4,076 63 4,166
Disposals — (297) (86) (383)
At 26 April 2015 1,560 14,771 63 16,394
Depreciation
At 28 April 2013 180 5,929 11 6,120
Acquisitions through business combinations 209 214 1 424
Charge for the period 64 1,667 22 1,753
Disposals (1) (733) — (734)
At 27 April 2014 452 7,077 34 7,563
Charge for the period 98 1,758 31 1,887
Disposals — (224) (56) (280)
At 26 April 2015 550 8,611 9 9,170
Net book value
At 26 April 2015 1,010 6,160 54 7,224
At 27 April 2014 444 2,918 35 3,397
The net book value of assets held under finance leases as at 26 April 2015 is £8,000 (2014: £Nil).
Financial statements Financial statements
48
Conviviality Retail Plc
Annual Report and Accounts 2015
Notes to the financial statements continued
11. Goodwill
Total
£000
Cost and net book value
At 28 April 2013 34,483
Acquisitions through business combinations 1,177
Transferred to assets held for sale (note 13) (150)
At 27 April 2014 35,510
Acquisitions through business combinations (note 28) 7,115
Other acquisitions (note 28) 245
At 26 April 2015 42,870
Goodwill acquired in a business combination is allocated, at acquisition, to the CGUs that are expected to benefit from that business 
combination or are established as a result of the business combination. The carrying amount of goodwill has been allocated as follows:
2015
£000
2014
£000
Bargain Booze 36,418 34,790
Wine Rack 720 720
GT News (Holdings) 5,732 —
At 26 April 2015 42,870 35,510
Goodwill has an indefinite useful life and is subject to annual impairment testing. The recoverable amounts of the CGUs are 
determined from value-in-use calculations. The value in use is the present value of the pre-tax cash flow projections. The key 
assumptions used in determining value in use are growth rates and the discount rate. 
For each CGU, cash flow projections are based on the most recent financial budgets approved by management for one year. 
Subsequent cash flows are extrapolated using an estimated annual growth rate of 2% for a further nine years and terminal growth 
rates of 0% are then applied to perpetuity. These rates are below the average growth rate for the industry. The rate used to discount 
the projected cash flows, being a pre-tax risk-adjusted discount rate, is 7.6%. This has been calculated using the Group’s weighted 
average cost of capital. Risk factors are similar in each of the Group’s CGUs. All assumptions apply to all CGUs.
The result of this review was that no impairment is required in respect of the carrying values of the goodwill. The Group has 
conducted a sensitivity analysis on the impairment test of each CGU’s carrying value including reducing sales levels and increasing 
the discount rate. At 26 April 2015, no reasonably expected change in the key assumptions would give rise to an impairment 
charge for either CGU, and the assumptions, accordingly, are not sensitive.
12. Intangible assets
Other
£000
Brands
£000
Total
£000
Cost
At 28 April 2013 — — —
Acquisitions through business combinations — 838 838
At 27 April 2014 — 838 838
Acquisitions through business combinations (note 28) — 342 342
Additions 806 — 806
At 26 April 2015 806 1,180 1,986
Amortisation
At 28 April 2013 — — —
Charge for the year — 28 28
At 27 April 2014 — 28 28
Charge for the year 79 46 125
At 26 April 2015 79 74 153
Net book value
At 26 April 2015 727 1,106 1,833
At 27 April 2014 — 810 810
Acquired brands are initially recognised at their fair value on acquisition and amortised over 20 years. 
Other intangible assets are predominantly software costs which are initially recognised at their cost on acquisition 
and amortised over five years. 49
Conviviality Retail Plc
Annual Report and Accounts 2015
13. Assets held for sale
2015
£000
2014
£000
Transferred from goodwill (note 11) — 150
Assets held for sale at 27 April 2014 related to a number of corporately owned stores which were being actively marketed 
to potential franchisees. The assets were subsequently disposed of resulting in a £40,000 gain to the Group.
14. Inventories
2015
£000
2014
£000
Goods for resale 12,357 11,778
No security has been granted over inventories. The Group operates a bonded warehouse and as such the majority of the licensed 
stock held is under bond and valued excluding duty. The duty payable when sold will be £6,545,000 (2014: £5,766,000).
The cost of inventories recognised as an expense and included in cost of sales amounts to £327,093,000 (2014: £322,968,000).
15. Trade and other receivables
2015
£000
2014
£000
Trade receivables 30,207 30,808
Less: provision for impairment of trade receivables (1,385) (1,629)
Net trade receivables 28,822 29,179
Other debtors 1,133 80
Accrued income 1,718 1,080
Prepayments 1,996 1,346
33,669 31,685
The difference between the carrying value and fair value of all receivables is not considered to be material. As of 26 April 2015, 
trade receivables of £809,000 (2014: £808,000) were past due but not impaired. These relate to customers and Franchisees for 
which there is no recent history of default. All of the past due but not impaired receivables have been outstanding for less than 
six months.
Movements on the Group provision for impairment of trade receivables are as follows:
2015
 £000
2014
£000
Opening 1,629 1,453
Charge for receivables impairment 160 1,140
Provision acquired through business combinations (note 28) 114 —
Receivables written off as uncollectable (518) (964)
Closing 1,385 1,629
Provisions are estimated based upon past default experience and management’s assessment of the current economic environment. 
The creation and release of receivables is charged/(credited) to cost of sales in the income statement. Trade receivables consist 
of a large number of Franchisees for whom there is no significant history of default. The credit risk of the Franchisees is assessed 
by taking account of their financial positions, past experiences and other relevant factors. Individual Franchisee credit limits are 
imposed based on these factors. The maximum exposure to credit risk at the reporting date is the carrying value of each class 
of receivables mentioned above. In the event of a default in payment by a Franchisee, the Group may recover unpaid inventory 
held in the Franchisee’s store. 
16. Cash and cash equivalents
2015
£000
2014
£000
Cash at bank and in hand 1,203 9,974
Financial statements Financial statements
50
Conviviality Retail Plc
Annual Report and Accounts 2015
Notes to the financial statements continued
17. Trade and other payables
2015
£000
2014
£000
Trade payables 40,389 37,039
Social security and other taxes 2,138 1,424
Accruals 3,794 5,270
46,321 43,733
Trade and other payables comprise amounts outstanding for trade purchases and ongoing costs. The average credit period 
taken for trade purchases is 36 days (2014: 35 days). The Directors consider that the carrying amount of trade and other 
payables approximates to their fair value.
The Group entered into a receivables finance facility agreement dated 18 July 2013. Under this agreement the Group can sell 
any debts owed to Bargain Booze Limited by its customers who have purchased goods or services from Bargain Booze Limited. 
The maximum facility available is 80% of the allowable trade receivables up to £17,000,000. At 26 April 2015, the amount drawn 
down under this facility was £Nil (2014: £Nil). 
The discount margin for the funding of debts is 1.45%. There is a non-utilisation fee of 0.2% of the available facility payable 
during the minimum period of the facility, being 36 months from the date of the agreement.
The Group has also put in place bank-issued guarantees for the benefit of certain suppliers amounting to £12,500,000 at 
26 April 2015 (2014: £13,500,000). The arrangement fee was 0.75% of the facility limit and commission is payable on the 
maximum liability under each guarantee issued at the rate of 1% per annum.
All amounts outstanding under the facilities are secured by debentures over certain assets of the Group.
18. Borrowings
2015
 £000
2014
 £000
Current
Obligations under finance leases (9) —
Non-current
Obligations under finance leases (3) —
Total (12) —
The Group has three cars and tills under finance leases as at 26 April 2015. These were acquired during the year through the 
acquisition of GT News (Holdings) Limited. The obligations under finance leases are secured on the assets to which they relate.
19. Financial risk management and financial instruments
The Group’s activities expose it to a variety of financial risks. The main financial risks faced by the Group relate to the risk 
of default by counter parties to financial transactions and the availability of funds to meet business needs. These risks are 
managed as described below.
The Group’s risk management is coordinated at its headquarters, in close cooperation with the Board of Directors, and focuses 
on actively securing the Group’s short to medium-term cash flows by minimising the exposure to financial risks.
The Group does not actively engage in the trading of financial assets for speculative purposes nor does it write options. 
The most significant financial risks to which the Group is exposed are described below.
(a) Credit risk
The Group’s principal assets subject to credit risk are cash deposits, cash and trade receivables. The credit risk associated 
with cash is limited. The principal credit risk arises from non-recovery of trade receivables. In order to manage credit risk, the 
franchise agreement states collection by direct debit, and credit limits are set for customers based on a combination of payment 
history and third party credit references. Credit limits are reviewed by the credit controller on a regular basis in conjunction with 
debt ageing and collection history.
(b) Market risk
The Group finances its operations through a mixture of retained profits, ordinary shares, and an invoice discounting facility. 
At 26 April 2015, the drawdown on the invoice discounting facility was £Nil.  51
Conviviality Retail Plc
Annual Report and Accounts 2015
19. Financial risk management and financial instruments continued
(c) Interest rate risk
The Group has no significant interest rate risk. The interest rate exposure of financial assets and liabilities of the Group is shown below.
2015
Fixed
£000
Floating
£000
Zero
£000
Total
£000
Financial assets
Cash and short-term deposits — 1,203 — 1,203
Trade and other receivables — — 28,822 28,822
Financial liabilities
Trade and other payables — — (40,389) (40,389)
Obligations under finance leases (12) — — (12)
Total (12) 1,203 (11,567) (10,376)
2014
Fixed
£000
Floating
£000
Zero
£000
Total
£000
Financial assets
Cash and short-term deposits — 9,974 — 9,974
Trade and other receivables — — 29,179 29,179
Financial liabilities
Trade and other payables — — (37,039) (37,039)
Total — 9,974 (7,860) 2,114
The Group had the following available undrawn facilities:
2015
£000
2014
£000
Against trade receivables 10,467 16,645 
(d) Foreign exchange risk
The Group is exposed to a negligible element of foreign exchange risk, with only a limited number of supplies from abroad 
and all sales made in the UK.
(e) Liquidity risk
The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest 
cash safely and profitably. The Group monitors its cash resources through short, medium and long-term cash forecasting, 
against available facilities. Short-term flexibility is achieved by the use of an invoice discounting facility, the details of which 
are set out in the table above. The maturity of borrowings is set out in note 18. 
Capital risk management
The Group manages its capital to ensure that the Group will be able to continue as a going concern while maximising the return 
to shareholders through optimising the debt and equity balance. The capital structure of the Group consists of cash and cash 
equivalents and equity attributable to equity holders of the Company comprising issued capital, reserves and retained earnings 
as disclosed in the consolidated statement of changes in equity. In order to maintain or adjust the capital structure, the Group 
may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to 
reduce debt. The Group’s capital is not restricted. Management may seek additional external borrowings to fund the future 
investment and growth of the Group.
In addition the Group has entered into a receivables finance facility agreement under which the maximum facility available is 
80% of the allowable trade receivables up to £17,000,000. The Group draws down on this facility from time to time as required 
to support short-term working capital movements. The amount drawn down at 26 April 2015 is £Nil (2014: £Nil).
The Group has a progressive dividend policy which aims to increase the value of ordinary dividends over time, taking into 
account the results of the past year and the outlook.
Borrowings and cash
The carrying values of cash and short-term borrowings approximate to their fair values because of the short-term maturity 
of these instruments.
Fair values of financial assets and financial liabilities
The carrying values of all the Group’s financial assets and financial liabilities approximate to their fair values because 
of the short-term maturity of these instruments.
The fair value of trade receivables and payables is considered to be equal to the carrying values of these items due to their 
short-term nature. All other financial assets and liabilities are carried at amortised cost. Cash is held with counterparties 
with a credit rating of A and BBB+.
Financial statements Financial statements
52
Conviviality Retail Plc
Annual Report and Accounts 2015
Notes to the financial statements continued
20. Deferred taxation asset
£000
At 28 April 2013 2,156
Charged to the income statement (1,258)
Credited to equity 381
Arising on acquisition of subsidiary (162)
At 27 April 2014 1,117
Charged to the income statement (note 7) (213)
Charged to equity (178)
Arising on acquisition of subsidiary (note 28) (79)
At 26 April 2015 647
The deferred tax asset is made up as follows:
2015
£000
2014
£000
Accelerated capital allowances 330 308
Tax on trade losses 30 21
Tax on share-based payments 406 898
Tax on intangible asset recognised on acquisition of subsidiary (221) (162)
Short-term temporary differences 102 52
 647 1,117
The recoverability of the deferred tax asset is dependent on future taxable profits in excess of those arising from the reversal 
of deferred tax liabilities. The deferred tax asset has been recognised to the extent that it is considered to be recoverable based 
on forecasts for future periods. At 26 April 2015, the value of the unrecognised deferred tax asset is £Nil (2014: £Nil).
Deferred tax assets and deferred tax liabilities are presented net in the statement of financial position as the Group has the legal 
right to settle current tax amounts on a net basis and the deferred tax amounts are levied by the same taxing authority on the 
same Group of entities that intend to realise the asset and settle the liability at the same time.
21. Share capital
2015
£000
2014
£000
Authorised, allotted, called up and fully paid
66,940,383 ordinary shares of £0.0002 each (2014: 66,713,020) 13 13
217,058,802 deferred shares of £0.0002 each (2014: 217,058,802) 44 44
Total 57 57
On 8 July 2013, each A ordinary share and each B ordinary share were sub-divided into 36.77614821 £0.0002 ordinary shares, 
(rounded up in respect of each shareholder’s aggregate holding). On the same date, a further 33,163,902 £0.0002 ordinary 
shares were issued for £1 each resulting in a total of 66,700,000 £0.0002 ordinary shares.
On 8 July 2013, each A ordinary share and each B ordinary share were sub-divided into 13.22385179 £0.0002 deferred shares 
(rounded down in respect of each shareholder’s aggregate holding). On the same date, a further 205,000,000 £0.0002 
deferred shares were issued at par, funded from the Company’s undistributable reserves, resulting in a total of 217,058,802 
£0.0002 deferred shares.
Holders of deferred shares do not have any right to receive notice of any general meeting or to attend, speak or vote at any general 
meeting of the Company. No dividend shall arise on deferred shares save for a cumulative fixed rate dividend of 0.000001% per 
annum of the nominal value of the deferred shares. On a return of capital on a winding up, holders of deferred shares shall receive 
only an amount equal to each deferred share’s nominal value after all other shares have received £1,000,000 and deferred shares 
shall have no other rights to participate in the assets or profits of the Company. The Company may redeem or purchase all or any 
of the deferred shares for an aggregate sum equal to the accrued, but unpaid dividend due on such shares and any Director 
may execute any transfer of such deferred shares on behalf of the holders of such deferred shares.
Details of dividends paid in respect of these shares in the 52 weeks to 26 April 2015 are disclosed in note 9.
The Company entered into additional block listing arrangements with AIM in respect of the notification to AIM of allotments of 
30,000 new ordinary shares of £0.0002 each in the capital of the Company to satisfy the requirement to allot matching shares 
at the time of purchase of partnership shares for the Bargain Booze Share Incentive Plan (note 27). In this regard, 19,797 shares 
were issued during the year.
In addition, 207,566 free shares were issued to employees under the Bargain Booze Share Incentive Plan (note 27) during 
the 52 weeks to 26 April 2015. 53
Conviviality Retail Plc
Annual Report and Accounts 2015
22. Other reserves
Share 
premium
£000
Share-based
 payment
 reserve
£000
Other 
reserves
£000
At 28 April 2013 904 67 (84)
Share-based payment charge — 2,945 —
Deferred tax on share-based payment charge — 381 —
Transfer of share-based payment charge for vested options — (2,379) —
Acquisition of shares for the EBT — — (10)
Disposal of shares from EBT — — 36
Issue of new deferred shares (41) — —
Premium arising on shares issued in the period 33,157 — —
At 27 April 2014 34,020 1,014 (58)
Share-based payment charge (note 27) — 1,032 —
Deferred tax on share-based payment charge (note 20) — (178) —
Excess deferred tax deduction on share options — 185 —
Transfer of share-based payment charge for vested options — (25) —
Disposal of shares from EBT — — 32
At 26 April 2015 34,020 2,028 (26)
Included within the Group operations is Bargain Booze Employee Benefit Trust (“the EBT”). The EBT purchases shares to fund 
the share option schemes. At 26 April 2015, the EBT held 954,755 ordinary shares (2014: 2,116,279 ordinary shares) with a cost 
of £26,000 (2014: £58,000). The market value of these shares as at 26 April 2015 is 143.50 pence per share (2014: 166.00 pence 
per share). Of these shares, 896,809 are under option as at 26 April 2015 (2014: 2,006,983).
During the 52 weeks ended 26 April 2015 the EBT sold 1,161,524 shares with a cost of £32,000 to satisfy the exercise of share options.
23. Cash generated from operations
2015
 £000
2014
 £000
Profit before tax including acquisitions 8,986 4,825
Adjustments for:
– Depreciation 1,887 1,753
– Amortisation 125 28
– (Profit)/loss on sale of property, plant and equipment (28) 8
– Loss/(gain) on sale of shares held by EBT 1 (429)
– Equity-settled share options charge (note 27) 1,032 2,945
– Net finance costs (note 6) 52 1,312
– Decrease in inventories 649 2,722
– Increase in trade and other receivables (1,169) (1,342)
– Decrease in trade and other payables (296) (6,002)
– Costs associated with acquisition of subsidiary (note 28) 257 178
Cash generated from operations 11,496 5,998
The operating cash flows include an exceptional outflow of £474,000 in the 52 weeks ended 26 April 2015 (2014: £439,000) 
which relates to professional and consultancy charges arising from transactional activity and other one-off projects. There is 
a further £720,000 of one-off exceptional costs incurred on IPO included within operating cash flows for the 52 weeks ended 
27 April 2014. 
Financial statements Financial statements
54
Conviviality Retail Plc
Annual Report and Accounts 2015
Notes to the financial statements continued
24. Commitments under operating leases
At the reporting date the Group had the following future aggregate minimum lease payments under non-cancellable operating leases:
Land and buildings Other
2015
£000
2014
£000
2015
£000
2014
£000
Within one year 2,241 1,681 1,438 290
Between two and five years inclusive 5,739 4,440 2,849 409
After five years 3,912 2,738 — —
Total 11,892 8,859 4,287 699 
There are no significant obligations or incentives attached to any of the Group’s lease agreements.
25. Capital commitments
At 26 April 2015, amounts contracted for but not provided in the consolidated financial statements for the acquisition 
of property, plant and equipment amounted to £96,000 (2014: £519,000).
26. Pension commitments
The Company operates a stakeholder pension scheme. Following the introduction of auto-enrolment in respect of employee 
participation in pension schemes, the Group commenced making contributions to employee pension schemes from 1 June 2014.
Contributions recognised as an employee benefit expense for the 52 week period ended 26 April 2015 were £54,000 (2014: £Nil). 
Pension contributions accrued and therefore not yet paid over to the pension provider as at 26 April 2015 were £62,000 (2014: £Nil).
27. Share-based payments
The Group makes equity-settled share awards to senior executives, employees and Franchisees under three different share 
option plans. An accrual has been made for national insurance due on exercise of share options and treated as a cash-settled 
share-based payment. In addition an equity-settled share-based payment charge has been recognised in respect of a share 
warrant granted to Zeus Capital which vested on successful admission to AIM. Further details of the three plans are provided 
below. The amounts recognised in respect of these schemes is as follows:
2015
Non-
exceptional
£000
2015
Exceptional
£000
2015
Total
£000
2014
Non-
exceptional
£000
2014
Exceptional
£000
2014
Total
£000
Equity-settled share-based payment
ESOP 310 5 315 186 1,936 2,122
SIP 27 — 27 1 — 1
FIP 690 — 690 425 — 425
Warrant to Zeus Capital — — — — 397 397
Total equity-settled share-based payment 1,027 5 1,032 612 2,333 2,945
Cash-settled share-based payment
National insurance on ESOP and SIP 46 1 47 26 462 488
Total share-based payment charge 1,073 6 1,079 638 2,795 3,433
(a) Bargain Booze Unapproved Employee Share Option Plan 2013 (“ESOP”)
Under the ESOP, the share options are awarded at a price which is determined by the Board but is not less than the market 
value of the shares as at the date of grant. The awards granted on 26 February 2013 vested on successful admission to AIM. 
All subsequent grants become exercisable between three and ten years after grant and upon the achievement of performance 
criteria in relation to EBITDA targets or service conditions. All options lapse on the day immediately after the expiry date to the 
extent they have not been exercised. Options are forfeited if the employee leaves the Company in the first three years following 
grant. The following table provides details of all existing grants under the ESOP.
Date of grant
Subscription
 price (pence)
Performance 
conditions
Earliest 
 exercise date Expiry date
26/02/2013 2.7 achieving IPO 31/07/2013 25/02/2023
31/07/2013 100.0 2014 to 2016 aggregate EBITDA of £38.2m 31/07/2016 30/07/2023
03/03/2014 187.0 2014 to 2016 aggregate EBITDA of £38.2m 03/03/2017 02/03/2024
18/09/2014 170.5 2014 to 2016 aggregate EBITDA of £38.2m 18/09/2017 17/09/2024
18/09/2014 0.0 one year service condition 18/09/2015 17/09/2024
13/10/2014 147.5 2014 to 2016 aggregate EBITDA of £38.2m 13/10/2017 12/10/2024 55
Conviviality Retail Plc
Annual Report and Accounts 2015
27. Share-based payments continued
(a) Bargain Booze Unapproved Employee Share Option Plan 2013 (“ESOP”) continued
The tables below summarises the movement on share options in the period:
2015 2014
Share
 options
number
Weighted
average 
exercise price
pence
Share
 options
number
Weighted
 average 
exercise price
pence
Outstanding at the beginning of the period 4,622,537 60 77,511 100
Redesignated shares* — — 2,773,046 3
Free share award omitted in prior year 38,300 0 — —
Granted 483,082 139 2,730,052 103
Exercised (1,161,524) 3 (881,874) 3
Forfeited (471,650) 96 (76,198) 100
Outstanding at the end of the period 3,510,745 85 4,622,537 60
Exercisable at end of the period 826,809 1,968,683
Exercise price 2.7 pence 2.7 pence
Weighted average remaining contractual life 8.34 years 8.82 years 
* On 8 July 2013 each ordinary share was sub-divided into 36.77614821 ordinary shares (note 21).
The weighted average share price at the date of exercise for share options exercised during the period was 157 pence (2014: 127 pence).
Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the date of grant 
is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest. 
Fair value for the ESOP is measured by use of a Black-Scholes model. The inputs into the option pricing model are provided below:
2015 2015 2015
Grant date 13/10/2014 18/09/2014 18/09/2014
Exercise price (pence) 147.5 170.5 0.0
Expected volatility 34% 34% 34%
Expected life 5 years 5 years 5 years
Expected dividend yield 5.4% 4.7% 4.7%
Risk-free interest rate 1.49% 1.88% 1.88%
The weighted average fair value of options granted during the period in relation to the ESOP was 45.2 pence (2014: 34.7 pence). 
Due to the short period of share trading activity, expected volatility was determined by reference to the historical volatility 
of the share price of comparable listed companies over the previous five years. The volatility of the Group’s share price on each 
date of grant was calculated as the average of annualised standard deviations of daily continually compounded returns on 
the stock, calculated over five years back from the date of the grant.
The risk-free rate is the yield to maturity on the date of grant of a UK gilt strip, with term to maturity equal to the life 
of the option. The expected life of each option is equal to the vesting period plus a two year exercise period.
(b) Bargain Booze Share Incentive Plan 2013
The Group operates a Share Incentive Plan (“SIP”), approved by HMRC on 14 October 2013, approved by the Board on 
11 October 2013 and commenced 1 November 2013. All UK resident tax-paying employees of Conviviality and its participating 
subsidiaries are eligible to participate in the SIP subject to completing a minimum qualifying period of service of six months.
Under the SIP, the Group can:
(a) give 10% of salary, up to £3,000 worth of free shares in each tax year to an employee (“Free Shares”);
(b) offer an employee the opportunity of buying up to £1,500 of shares a year (“Partnership Shares”);
(c)  give an employee a matching share for each Partnership Share bought (“Matching Shares”). Each employee must complete 
three years service before these shares are awarded; and
(d)  in addition to buying up to £1,500 of Partnership Shares each year, allow employees to purchase more shares (“Dividend Shares”) 
using dividends received on Free Shares, Partnership Shares and Matching Shares up to percentage limits set by the Company.
Awards of “Matching Shares” under this scheme are at £Nil cost and therefore their fair value is equal to the share price on 
the date of issue, at the time when each grant is allocated. If a person ceases to be an employee prior to the exercise date, 
the “Matching Shares” will be forfeited. Details of all “Matching Share” grants in the year are overleaf, none of which are exercisable 
at the period end.
Financial statements Financial statements
56
Conviviality Retail Plc
Annual Report and Accounts 2015
Notes to the financial statements continued
27. Share-based payments continued
(b) Bargain Booze Share Incentive Plan 2013 continued
Fair value
at grant
Pence
Number of options
Date of grant Exercise date Opening Granted Forfeited Closing
22/11/2013 163.00 22/11/2016 2,030 — (445) 1,585
23/12/2013 168.00 23/12/2016 2,199 — (452) 1,747
22/01/2014 184.00 22/01/2017 2,022 — (414) 1,608
24/02/2014 190.00 24/02/2017 2,147 — (406) 1,741
24/03/2014 160.00 24/03/2017 2,396 — (476) 1,920
22/04/2014 168.00 22/04/2017 2,226 — (373) 1,853
22/05/2014 172.50 22/05/2017 — 2,211 (292) 1,919
23/06/2014 173.00 23/06/2017 — 2,065 (283) 1,782
22/07/2014 159.50 22/07/2017 — 2,155 (224) 1,931
22/08/2014 166.00 22/08/2017 — 2,216 (217) 1,999
22/09/2014 169.00 22/09/2017 — 1,996 (207) 1,789
22/10/2014 160.00 22/10/2017 — 2,176 (220) 1,956
24/11/2014 146.00 24/11/2017 — 2,263 (226) 2,037
22/12/2014 145.00 22/12/2017 — 2,272 (227) 2,045
22/01/2015 127.75 22/01/2018 — 2,693 (200) 2,493
23/02/2015 154.00 23/02/2018 — 2,037 (81) 1,956
23/03/2015 148.50 23/03/2018 — 2,295 (85) 2,210
13,020 24,379 (4,828) 32,571
Weighted average share price (pence) 171.86 154.67 165.38 160.67
Awards of “Free Shares” under this scheme are at nil cost and therefore their fair value is equal to the share price on the date of 
issue, at the time when each grant is allocated. If a person ceases to be an employee prior to the exercise date, the “Free Shares” 
will be forfeited. Details of all “Free Share” grants in the year are below, none of which are exercisable at the period end: 
Date of grant
Fair value
at grant
Pence
Exercise 
date
Number of options
Opening Granted Forfeited Closing
16/10/2014 149.50 16/10/2017 — 207,566 (12,875) 194,691
— 207,566 (12,875) 194,691
Weighted average share price (pence) — 149.50 149.50 149.50
(c) Franchisee Incentive Plan (“FIP”)
The FIP is intended to provide a pool of the issued ordinary shares as awards to Franchisees subject to the achievement 
of performance conditions and then at the discretion of the Board. There are four categories of proposed award all of which 
are subject to approval, at the discretion of the Board, at the end of the third year of measurement, being September 2016 
(for shares awarded for the financial year ended 27 April 2014) and September 2017 (for shares awarded for the financial year 
ended 26 April 2015):
 > Part 1 – Store Standards Incentive Plan – All Franchisees could be entitled to one-third of their maximum allocation on passing 
each of three annual store audits.
 > Part 2 – Group EBITDA target – Awards may be made, at the discretion of the Board, based on Group EBITDA targets over 
a three year period and will be shared between all stores equally.
 > Part 3 – Individual Franchisee performance awards – Annual awards may be made subject to the achievement by a store 
of certain key performance indicators.
 > Part 4 – New Franchisee incentives – This part will cover up to 5% of the FIP pool. The award may be made, at the discretion 
of the Board, three years after passing a store audit.
The shares are transferred to the Franchisees for no payment. If a person ceases to be a Franchisee prior to the vesting of 
any award, that award will lapse entirely. The awards are subject to Board approval in September 2016 and September 2017, 
therefore the service period commences prior to the grant date. The fair value of each grant is calculated as the best estimate 
of the share price on the date of grant, being the year-end share price. 57
Conviviality Retail Plc
Annual Report and Accounts 2015
27. Share-based payments continued
(c) Franchisee Incentive Plan (“FIP”) continued
Date of grant*
Start of 
vesting
period
Estimated fair
 value
Pence
Exercise 
date
Number of options
Opening Granted Forfeited Closing
30/09/2016 31/07/2013 143.50 30/09/2016 1,239,970 — (140,500) 1,099,470
30/09/2017 31/07/2014 143.50 30/09/2017 — 1,364,720 — 1,364,720
1,239,970 1,364,720 (140,500) 2,464,190
Weighted average share price (pence) 143.50 143.50 143.50 143.50 
* Date of grant is subject to Board approval.
(d) Warrants
On 18 July 2013, the Company issued warrants to Zeus Capital giving them the right to subscribe to 1,334,000 shares for £1, 
conditional on successful admission to AIM, exercisable from 31 July 2014 to 31 July 2023. Management considers this to be 
a share-based payment and has fair valued the options using a Black-Scholes model.
Upon admission to AIM a share-based payment charge of £397,000 was recognised within exceptional costs.
28. Business combinations
R N B Stores
On 16 May 2014, the Group entered into an agreement to acquire certain trade and assets of R N B Stores Limited, including 
26 stores, for a total consideration of £1.70m in cash. On 27 June 2014, the Group entered into an agreement to acquire a further 
five stores, for a total consideration of £0.18m in cash.
At the time of purchase all stores operated under the Rhythm & Booze brand and were immediately rebranded to an 
appropriate Conviviality Retail Plc fascia. The purchase of these stores opens up a key region in which the Group had limited 
presence and is consistent with the Group’s ongoing strategy to expand into new territories. 
The following table summarises the consideration paid and the amount of assets acquired and liabilities assumed recognised 
at the acquisition date.
Book value
£000
Fair value
 adjustment
£000
Fair value 
£000
Property, plant and equipment 497 — 497
Total identifiable net assets 497 — 497
Goodwill 1,383
Total consideration satisfied by cash 1,880
Cash flow 
Cash consideration 1,880
Acquisition costs (expensed to exceptional operating costs in financial year ended 26 April 2015) 20
Acquisition costs (expensed to exceptional operating costs in financial year ended 27 April 2014) 166
2,066
The goodwill arising on acquisition represents the premium paid to acquire a cluster of stores in a key region providing significant 
opportunities for increased wholesale sales and cross-selling and other synergies. Goodwill has been allocated to the Bargain Booze 
cash-generating unit (“CGU”). No other material intangibles have been identified.
Acquisition costs of £20,000 have been charged to exceptional items in the consolidated income statement for the period 
and acquisition costs of £166,000 were charged to exceptional items in the consolidated income statement in the prior period. 
From the date of acquisition, R N B Stores has contributed revenue of £16.1m and £0.7m to profit before tax to the Group’s 
results. If the acquisition had taken place at the beginning of the financial period, it is estimated that the Group revenue for the 
period would have been £365.1m and total Group operating profit would have been unchanged as the acquisition took place 
on the 16 May 2014.
GT News Group
On 4 February 2015, the Group entered into an agreement to acquire the entire issued share capital of GT News (Holdings) Limited 
for a total consideration of £6.0m in cash plus normalised working capital on a debt/cash free basis. GT News (Holdings) Limited 
is a leading independent convenience led retailer, and operates 37 stores, predominantly in and around East Midlands and Yorkshire. 
This acquisition is consistent with the Group’s ongoing strategy of focusing on key regions to improve store density and drive 
logistics and marketing efficiencies. The majority of stores have been rebranded under the Bargain Booze or Bargain Booze 
Select Convenience fascia.
Financial statements Financial statements
58
Conviviality Retail Plc
Annual Report and Accounts 2015
Notes to the financial statements continued
28. Business combinations continued
GT News Group continued
The following table summarises the consideration paid for GT (News) Holdings Limited, and the amount of assets acquired 
and liabilities assumed recognised at the acquisition date.
Book value
£000
Fair value
 adjustment
£000
Fair value
£000
Property, plant and equipment 1,166 (12) 1,154
Inventories 1,227 — 1,227
Trade and other receivables 929 (114) 815
Cash and cash equivalents (258) — (258)
Trade and other payables (2,689) (24) (2,713)
Borrowings (short-term) (12) — (12)
Current tax payable (32) — (32)
Deferred tax liability (note 20) (11) (68) (79)
Borrowings (long-term) (4) — (4)
Total identifiable net assets 316 (218) 98
Initial goodwill 6,074 
Total consideration satisfied by cash 6,172
Allocation to intangible assets – brands (note 12) (342)
Final goodwill 5,732
Cash flow
Cash consideration 6,000
Payment for normalised working capital (paid 12 June 2015) 172
Cash acquired with subsidiary 258
Acquisition costs (expensed to exceptional operating costs) 237
6,667 
Significant adjustments made to the fair value of assets acquired include the recognition of the deferred tax liability relating 
to the intangible asset (note 20) and provision for doubtful debts.
The goodwill arising on acquisition represents the premium paid to acquire GT News (Holdings) in a key region providing 
significant opportunities for increased wholesale sales and cross-selling and other synergies. Goodwill has been allocated 
to the GT News (Holdings) cash-generating unit (“CGU”).
Acquisition costs of £237,000 have been charged to exceptional items in the consolidated income statement for the period (note 4).
From the date of acquisition, GT News (Holdings) Limited and subsidiaries have contributed revenue of £9.2m and £Nil to profit before 
tax to the Group’s results. If the acquisition had taken place at the beginning of the financial period, it is estimated that the Group 
revenue for the period would have been £392.8m and total Group operating profit would have been £9.7m.
In addition to the acquisition set out above, the Group has also completed a number of individual smaller store acquisitions 
for a total cash consideration of £245,000, all of which has been recognised as goodwill. 
29. Events occurring after the reporting date
On 12 June 2015, the Group paid the £172,000 normalised working capital payment relating to the acquisition of GT News 
(Holdings) Limited (note 28). 59
Conviviality Retail Plc
Annual Report and Accounts 2015
30. Subsidiary audit exemption
Under Section 479A of the Companies Act 2006, the Group is claiming exemption from audit for the subsidiary companies listed below:
Company name Company number
Conviviality Stores Limited 05501974
Bargain Booze Limited 01801597
Bargain Booze EBT Trustees Limited 04451429
Wine Rack Limited 06880288
Conviviality Retail Logistics Limited 09329476
GT News (Holdings) Limited 06510628
GT News Limited 03931912
GT News (Nottingham) Limited 03877068
Rhythm & Booze Limited 09053217
31. Related parties
During the 52 weeks ended 26 April 2015 the Group purchased services totaling £280,000 (2014: £Nil) from Practicology 
Limited. Martin D Newman is a Non-Executive Director of Conviviality Retail Plc and also a 52% shareholder of Practicology 
Limited. There are no amounts outstanding to Practicology Limited as at 26 April 2015.
Dividend payments totaling £4,000 were made from the company to Directors during the 52 weeks ended 26 April 2015 (2014: £Nil).
Key management comprises the Executive and Non-Executive Directors. Information on their emoluments is provided in note 5.
Financial statements Financial statements
60
Conviviality Retail Plc
Annual Report and Accounts 2015
Company balance sheet
2015 2014
Note £000 £000
Fixed assets
Investments 2 46,048 45,315
Current assets
Debtors 4 945 944
Cash 19 —
964 944
Creditors: amounts falling due within one year 5 (10,842) (3,053)
Net current liabilities (9,878) (2,109)
Net assets 36,170 43,206
Capital and reserves
Called up share capital 7 57 57
Share premium account 8 34,020 34,020
Share-based payment reserve 8 2,052 1,012
Other reserves 8 (26) —
Profit and loss account 8 67 8,117
Shareholders’ funds 9 36,170 43,206
These financial statements were approved and authorised for issue by the Board of Directors on 13 July 2015.
Diana Hunter
Conviviality Retail plc
Company registration number: 5592636 61
Conviviality Retail Plc
Annual Report and Accounts 2015
Notes to the Company balance sheet
1. Accounting policies
Basis of preparation of financial statements
The accounts have been prepared in accordance with the Companies Act 2006 and United Kingdom Generally Accepted 
Accounting Practice (“UK GAAP”), under the historic cost convention.
The consolidated financial statements of Conviviality Retail plc, which are presented separately, have been prepared 
in accordance with International Financial Reporting Standards as adopted by the European Union.
Investments
Investments are included at cost less any provision for impairment.
Share-based payments
Share-based payments are measured at fair value at the date of grant. Fair value is measured using the Black-Scholes pricing model.
The charge relating to grants to employees of the company is recognised on a straight-line basis as an expense in the profit 
and loss account, spread over the vesting period, based on the Company’s estimate of the shares that will eventually vest 
and adjusted for the effect of non-market based vesting conditions. 
Dividends
Dividends are recognised in the Company’s financial statements in the year in which they are approved in general meeting by 
the Company’s shareholders. Interim dividends are recognised when paid. Final dividends are recognised when they have been 
approved by the shareholders at the Annual General Meeting.
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date 
where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less 
or to receive more tax.
Deferred tax assets are recognised only to the extent that the Directors consider that it is more likely than not that there will 
be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
Deferred tax is calculated using rates and laws that have been enacted or substantively enacted at the balance sheet date.
2. Investments
£000
At 29 April 2013 —
Capital contribution to subsidiary 43,211
Share options granted to subsidiary employees 454
Acquisition of subsidiary 1,650
At 27 April 2014 45,315
Share options granted to subsidiary employees 733
At 26 April 2015 46,048
On 30 September 2013, the Company forgave an existing inter-company loan balance with Conviviality Stores Limited, 
which has been deemed a capital contribution in that company.
On 30 August 2013, the Company entered into an agreement to acquire the entire issued share capital of L.C.L. Enterprises 
Limited, now trading as Wine Rack Limited (“Wine Rack”), for a total consideration of £1.65m in cash.
The Company is the holding company of the Group. The following table contains details of the Company’s principal directly 
and indirectly held subsidiaries:
Country of Percentage
Company name Principal activity incorporation ownership
Conviviality Stores Limited Holding company England 100%
Bargain Booze Limited Wholesale, marketing, logistics and franchisor England 100%
Bargain Booze EBT Trustees Limited Trustee of EBT England 100%
Wine Rack Limited Retail distributor of beers, wines, spirits, tobacco, 
grocery and confectionery England 100%
Conviviality Retail Logistics Limited Distribution company England 100%
GT News (Holdings) Limited Holding company England 100%
GT News Limited Retail distributor of beers, wines, spirits, tobacco, 
grocery and confectionery England 100%
GT News (Nottingham) Limited Dormant England 100%
Rhythm & Booze Limited Dormant England 100%
Financial statements Financial statements
62
Conviviality Retail Plc
Annual Report and Accounts 2015
Notes to the Company balance sheet continued
2. Investments continued
Under Section 479A of the Companies Act 2006, the Company is claiming exemption from audit for the subsidiary companies 
listed below:
Company name Company number
Conviviality Stores Limited 05501974
Bargain Booze Limited 01801597
Bargain Booze EBT Trustees Limited 04451429
Wine Rack Limited 06880288
Conviviality Retail Logistics Limited 09329476
GT News (Holdings) Limited 06510628
GT News Limited 03931912
GT News (Nottingham) Limited 03877068
Rhythm & Booze Limited 09053217
3. Directors’ remuneration
The Directors are the only employees of the Company. Further details of Directors’ remuneration are provided in note 5 
of the consolidated financial statements. 
4. Debtors
2015 2014
£000 £000
Amounts owed from Group undertakings 504 —
Prepayments and accrued income 40 54
Deferred tax asset (note 6) 401 890
945 944
5. Creditors: amounts falling due within one year
2015 2014
£000 £000
Amounts owed to Group undertakings 10,059 2,510
Accruals and deferred income 628 543
Corporation tax 155 —
10,842 3,053
6. Deferred tax asset
2015 2014
£000 £000
At beginning of period 890 1,804
Charged to the profit and loss account (497) (1,293)
Charged to equity 8 379
At end of period 401 890
The deferred tax asset is made up as follows:
2015 2014
£000 £000
Other timing differences 401 890
The recoverability of the deferred tax asset is dependent on future taxable profits in excess of those arising from the reversal 
of deferred tax liabilities. The deferred tax asset has been recognised to the extent that it is considered to be recoverable based 
on forecasts for future periods. At 26 April 2015, the value of the unrecognised deferred tax asset is £Nil (2014: £Nil). 63
Conviviality Retail Plc
Annual Report and Accounts 2015
7. Share capital
2015 2014
£000 £000
Authorised, allotted, called up and fully paid
66,940,383 ordinary shares of £0.0002 each (2014: 66,713,020) 13 13
217,058,802 deferred shares of £0.0002 each (2014: 217,058,802) 44 44
Total 57 57
Details of share capital transactions are provided in note 21 to the consolidated financial statements.
8. Reserves
Share Share-based
premium payment Other Profit and
account reserve reserves loss account
£000 £000 £000 £000
At 29 April 2013 904 67 — 182
Profit for the financial period — — — 6,890
Equity dividends paid — — — (1,334)
Share-based payment charge — 2,491 — —
Deferred tax on share-based payment charge — 379 — —
Share options granted to subsidiary employees — 454 — —
Share-based payment charge on vested options — (2,379) — 2,379
Issue of deferred shares (41) — — —
Premium arising on shares issued in the period 33,157 — — —
At 27 April 2014 34,020 1,012 — 8,117
Loss for the financial period — — — (3,036)
Equity dividends paid — — — (5,345)
Prior year movement on EBT — — (58) 331
Disposal of shares from EBT — — 32 —
Share-based payment charge — 299 — —
Deferred tax on share-based payment charge — 8 — —
Share options granted to subsidiary employees — 733 — —
At 26 April 2015 34,020 2,052 (26) 67
The parent company has taken advantage of Section 408 of the Companies Act 2006 and has not included its own profit and 
loss account in these financial statements. The parent company’s loss for the year was £3,036,000 (2014: profit £6,890,000).
Further details of the Company’s share option schemes are provided in note 27 to the consolidated financial statements.
The Bargain Booze Employee Benefit Trust (“the EBT”), purchases shares to fund the share option schemes. At 26 April 2015, 
the EBT held 954,755 ordinary shares (2014: 2,116,279 ordinary shares) with a cost of £26,000 (2014: £58,000). The market 
value of these shares as at 26 April 2015 is 143.50 pence per share (2014: 166.00 pence per share). Of these shares, 896,809 
are under option as at 26 April 2015 (2014: 2,006,983).
During the 52 weeks ended 26 April 2015 the EBT sold 1,161,524 shares with a cost of £32,000 to satisfy the exercise of share options.
Financial statements Financial statements
64
Conviviality Retail Plc
Annual Report and Accounts 2015
Notes to the Company balance sheet continued
9. Reconciliation of movement in shareholders’ funds
2015 2014
£000 £000
Opening shareholders’ funds 43,206 1,162
(Loss)/profit for the financial period (3,036) 6,890
Issue of shares — 33,164
Equity dividends paid (5,345) (1,334)
Share-based payment reserve 1,040 3,324
Prior year movement on EBT 273 —
Disposal of shares from EBT 32 —
Closing shareholders’ funds 36,170 43,206
10. Dividends
Amounts recognised as distributions to ordinary shareholders in the period comprise:
2015 2014
£000 £000
Final dividend for 2014 of 6 pence per ordinary share 4,006 —
Interim dividend for 2015 and 2014 of 2 pence per ordinary share 1,339 1,334
5,345 1,334
The 2015 final proposed dividend of £4,217,000 (6.3 pence per share) has not been accrued as it had not been approved 
by the period end.
Sufficient dividends will be distributed within the Group subsequent to year end to ensure sufficient reserves are in place to pay 
the final proposed dividend. Relevant accounts will be filed at Companies House to support this.
11. Related party transactions
Transactions between the Company and its 100% owned subsidiaries, which are related parties of the Company, are not 
disclosed in this note due to the advantage being taken of the exemption provided by FRS 8 “Related Party Disclosures”. 
There have been no other related party transactions during the year.
Dividend payments totaling £4,000 were made from the Company to Directors during the 52 weeks ended 26 April 2015 (2014: £Nil). Directors
David A R Adams (Chairman) 
Diana Hunter (Chief Executive Officer)
C Andrew Humphreys
Amanda J Jones 
Kenton P Burchell
Martin D Newman (Non-Executive Director)
Stephen G Wilson (Non-Executive Director)
Ian M W Jones (Non-Executive Director)
Registered office
Weston Road
Crewe 
Cheshire 
CW1 6BP
Company Secretary
C A Humphreys
Company website
www.convivialityretail.co.uk
Independent auditors
Grant Thornton UK LLP
4 Hardman Square
Spinningfields 
Manchester
M3 3EB
Solicitors to the Company
DLA Piper UK LLP
101 Barbirolli Square
Manchester 
M2 3DL
Company registrars
Capita Registrars Limited
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4TU
Bankers
National Westminster Bank plc
Hightown 
Sandbach 
Cheshire 
CW11 0AQ
Nominated advisor
Zeus Capital
82 King Street
Manchester
M2 4WQ
23 Berkeley Square
Mayfair
London
W1J 6HE
Directors, secretary and advisors
Conviviality Retail Plc’s commitment to environmental issues 
is reflected in this annual report which has been printed on 
Symbol Freelife Silk, which is an FSC
®
 Mix Certified paper, 
ensuring that all virgin pulp is derived from well-managed 
forests and other responsible sources. 
 
Design Portolio plants trees or 
each o its corporate report projects, 
in association with Trees or Cities. Conviviality Retail Plc Annual Report and Accounts 2015
Conviviality Retail plc
Registered office
Weston Road
Crewe
Cheshire
CW1 6BP
www.convivialityretail.co.uk