The Restaurant Group plc
5-7 Marshalsea Road
London SE1 1EP
Tel: 020 3117 5001
www.trgplc.com
The Restaurant Group plc  Annual Report 2011
4 colour versio n
Pantone 548 3
04.02.04
1 colour versio n
04.02.04
A year of  
good progress
Annual Report 2011 The paper used in this report is source from well-managed forests and is  
FSC accredited.
 
Printed in the UK using vegetable based inks which have lower VOC emissions  
(Volatile Organic Compounds), are derived from renewable sources and less 
hazardous than oil-based inks. 
 
The printer is ISO 14001 accredited and Forest Stewardship Council (FSC) chain  
of custody certified. Under the framework of ISO 14001 a structured approach is 
taken by the company to measure, improve and audit their environmental status  
on an ongoing basis. FSC ensures there is an audited chain of custody from the tree 
in the well-managed forest through to the finished document in the printing factory.
 
If you have finished reading this report and no longer wish to retain it please pass it 
to interested readers, return it to The Restaurant Group plc or dispose of it in your 
recycled paper waste. Thank you. 
Designed and produced by The College  www.the-college.com
The Restaurant Group plc (“TRG” or “the Group”) 
operates 400 restaurants and pub restaurants.  
Its principal trading brands are Frankie & Benny’s, 
Chiquito and Garfunkel’s and it also operates a  
Pub restaurant business as well as a Concessions 
division which trades on over 50 sites, principally  
at UK airports.
Contents
Introduction 
Financial highlights 01 
At a glance 02
Business review 
Chairman’s statement 04 
Chief Executive Officer’s review of operations 06 
Group Finance Director’s report 12 
Governance 
Board of Directors 16 
Report of the Directors 18
Corporate responsibility report 26 
Directors’ remuneration report 30 
Audit Committee report 36 
Financial statements 
Independent auditor’s report 38 
Accounting policies for the consolidated accounts 39 
Consolidated income statement 43 
Consolidated statement of comprehensive income 44 
Consolidated statement of changes in equity 45 
Consolidated balance sheet 46 
Consolidated cash flow statement 47 
Notes to the accounts 48
Independent auditor’s report – company accounts 67 
Company financial statements – under UK GAAP 68 
Group financial record 71
Shareholder information 72  The Restaurant Group plc Annual Report 2011 01 
Introduction Business review Governance Financial statements
Financial highlights
The Group had a strong  
performance in 2011:
  Revenue increased to £487m (like-for-like 
sales +3.25%)
  Adjusted EBITDA increased to £89.7m*
  Adjusted profit before tax increased  
to £60.3m*
  Adjusted EPS increased to 22p per share*
  Proposed full year dividend of 10.5p  
per share
  Statutory profit before tax of £48.6m 
  Statutory EPS of 17p 
* Results marked as adjusted are stated excluding non-trading items and, 
unless otherwise stated, reflect the 52 week period in 2011 compared with 
the comparable 52 week period in 2010. Statutory results for 2010 were 
stated on a 53 week reporting period. Like-for-like information is stated for 
the consistent number of weeks in 2011 and 2010.
Operations strongly cash generative  
and net debt reduced by £5.3m to £46.1m 
Roll out continues
 25 new sites opened in the period 
 25-30 new sites targeted for 2012
Over 500 new jobs created in 2011 and over 
600 new jobs to be created in 2012
Solid current trading given the economic 
climate, with total sales up 3% and like- 
for-like sales at –2% for the eight weeks to  
26 February 2012
Revenue (£m)
07
08
09
10
487.1
366.7
416.5
435.7
454.0
11
+7.25%
Adjusted profit before tax (£m)
07
08
09
10
60.3
43.5
48.9
50.0
54.0
11
+11.7%
Dividend per share (p)
07
08
09
10
10.50
7.25
7.70
8.00
9.00
11
+16.7%
Adjusted EBITDA (£m)
07
08
09
10
89.7
67.8
77.5
79.6
83.4
11
+7.6%
Adjusted EPS (p)
07
08
09
10
21.86
14.64
16.67
17.48
19.25
11
+13.6% 02 The Restaurant Group plc Annual Report 2011
At a glance
Pub restaurants
 16 new openings in 2011  208 restaurants
Frankie & Benny’s brings together classic American and Italian style with 
food and drink that always provides great value for money. The kitchen 
buzzes with bustling activity as the chefs prepare dishes from our broad 
menu – pizzas, pastas, burgers, grills and other favourites – while, in 
typical stateside fashion, service at Frankie & Benny’s is second to none! 
Settle into a cosy booth to enjoy a casual family meal or a catch up with 
friends and observe the clatter and chatter of the open kitchen and the 
familiar classic 50’s and 60’s soundtrack playing in the background. The 
restaurant walls are filled with family snapshots and memorabilia showing 
life on the lower east side of the Big Apple, helping you into a “New York 
state-of-mind”. First opened in 1995 in Leicester, Frankie & Benny’s has 
become one of the best known casual dining brands in the United 
Kingdom, and trades successfully in leisure and retail locations, stand-
alone sites and at six airports. The estate comprises of over 200 
restaurants spread across the country from Aberdeen to St Austell.
www.frankieandbennys.com
 1 new opening in 201 1  42 Pub restaurants
Really great pubs are timeless, familiar and very British. Everybody knows 
what their perfect pub looks like. Each of our pubs has its own style and 
personality, and you’ll always find a warm welcome, ageless interiors, fine 
British pub food, a large variety of cask ales, fine wines and great coffee. 
Mostly set in beautiful rural or semi-rural locations, each pub has a ‘local’ 
feel and many are set in intriguing buildings with fascinating histories. We 
don’t want all our pubs to look and feel the same – instead we preserve 
the character of the building, which after all was what attracted us to the 
property in the first place. The range of beers available changes frequently 
and seasonal and local specials mean the menu always offers new 
choices alongside trusted favourites each time you visit. There’s friendly, 
engaging service from the moment you arrive, ensuring that all your needs 
are taken care of. We believe that, when done well, classic pubs will never 
go out of fashion, and that opportunities to expand in the sector are 
available for experienced operators with the right offer for customers.
www.trgplc.com/our-restaurants
www.chiquito.co.uk
 4 new openings in 2011  69 restaurants
Mexican for fun, fantastic food, amazing atmosphere – for a good time, 
guaranteed. The Chiquito menu offers a great range of authentic Mexican 
& “Tex-Mex” dishes in a lively environment, with fantastic music. The décor 
draws inspiration from Mexican architecture and Latin style. Some 
restaurants have a rustic and relaxed feel while others demonstrate the 
buzz and graphic energy of contemporary Mexico City. Chiquito favourite 
dishes include nachos, burritos, enchiladas and our signature sizzling 
fajitas, as well as the old favourites – burgers, ribs, salads and hand-cut 
steaks from the grill. We specialise in great food, good times and fantastic 
cocktails to ensure every meal is a fiesta. Chiquito is open for lunch, lazy 
afternoons and lively evenings, so whether you’re out shopping, meeting 
friends after work or planning a party it’s the only place to be! Trading in 
the UK for over 20 years, Chiquito continues to attract a broad mix of 
young adults, couples, teenagers, families and large parties. Almost 70 
leisure, retail and stand-alone restaurants cover the UK with more 
openings planned. The Restaurant Group plc Annual Report 2011 03 
Introduction Business review Governance Financial statements
Scotland – 51 
28 Frankie & Benny’s 
08 Chiquito 
08 Garfunkel’s 
07 TRG Concessions
Northern Ireland – 4 
03 Frankie & Benny’s 
01 Chiquito
Wales – 21 
13 Frankie & Benny’s 
03 Chiquito 
05 Pub restaurants
South West – 21 
12 Frankie & Benny’s 
06 Chiquito 
01 Garfunkel’s 
02 TRG Concessions
South East – 99 
36 Frankie & Benny’s 
14 Chiquito 
21 Pub restaurants 
28 TRG Concessions
London  
(inside the M25) – 43 
12 Frankie & Benny’s 
07 Chiquito 
14 Garfunkel’s 
05 Pub restaurants 
05 TRG Concessions
East Anglia – 25 
13 Frankie & Benny’s 
03 Chiquito 
02 Pub restaurants 
07 TRG Concessions
Midlands – 47 
36 Frankie & Benny’s 
09 Chiquito 
02 TRG Concessions
North West – 54 
30 Frankie & Benny’s 
09 Chiquito 
09 Pub restaurants 
06 TRG Concessions
North East – 35 
25 Frankie & Benny’s 
09 Chiquito 
01 TRG Concessions
4
51
35
54
47
25
21
21
43
99
 2 new openings in 201 1  23 restaurants
Garfunkel’s – founded in London’s West End in 1979, Garfunkel’s  
is proud to be the original British café restaurant serving breakfast, lunch 
and dinner all day every day. Wake up to a traditional British fry-up or a 
warming bowl of porridge, we have great coffee too, made just the way 
you like it. For lunchtime our salad bar really hits the spot, its fast, its fresh 
and you can make it any way you want to. And of course there’s 
Garfunkel’s classics like rotisserie chicken, hand-battered fish and chips 
and tasty topped burgers fresh from the grill. Everything has been chosen 
because we just love the taste. Principally located across Central London, 
each Garfunkel’s restaurant offers a place to relax and take a break from 
the hustle and bustle outside, with a loyal following of visitors, local 
residents and workers who have been eating at Garfunkel’s for years. 
Garfunkel’s continuing popularity means expansion is still on the menu 
after over 30 years of trading and our latest restaurants offer the same 
friendly welcome and broad menu in a warm contemporary setting, just 
what you need after a hectic shopping trip in the West End or the perfect 
way to complement a theatre visit. Continued success means a healthy 
appetite for growth with more sites earmarked to open in Central London.
www.garfunkels.co.uk
 2 new sites opened in 2011  58 sites
TRG’s Concessions business has a market-leading reputation for developing 
partnerships to deliver catering solutions that meet the needs of our clients 
and their customers. Currently operating almost 60 outlets in the UK’s 
busiest airports, other transport locations and shopping centres, we have 
more than 20 years of experience providing exceptional hospitality to the 
travelling public. Our specialist operating knowledge and flexibility ensures 
successful performance across our diverse brand portfolio, covering a wide 
range of popular categories including table service, counter service, 
sandwich shops, pubs and bars. To meet client and customer needs we 
deliver existing TRG brands, create bespoke concepts and establish 
partnerships to franchise brands from third parties as appropriate. Building 
on our track record of innovation, partnership and performance ahead of 
sector growth will ensure we remain a market leader in this xciting sector.
www.trgconcessions.co.uk
Strong brands 
focused on the 
growing casual 
eating-out market 04 The Restaurant Group plc Annual Report 2011
Chairman’s statement
Although trading conditions were difficult, and the economic 
backdrop weak, the Group has been able to further 
strengthen its market positions, grow the estate and generate 
significant increases in cash flow. This means that we are well 
placed to weather the more straitened economic conditions 
with which UK consumer-facing businesses currently have to 
contend and, as conditions improve, the Group is very well 
positioned to take advantage of the opportunities to further 
accelerate its growth. 
Our focus on our customers and providing consistently high 
standards of service and value for money has enabled the 
Group to continue its profitable progress. 2011 was a busy 
year for our team as we looked to build on the strong 
performance delivered in the previous year. We opened 
25 new restaurants, served 39 million meals and created 
more than 500 new jobs. During 2011 the Group’s revenues 
grew by 7.25% to £487m (2010: £454m), adjusted profit 
before tax grew by 12% to £60m (2010: £54m) and adjusted 
earnings per share increased by 14% to 22p (2010: 19p).  
This increase in earnings per share represents a compound 
annual growth rate of 14% over the five years to 2011; a 
significant achievement that demonstrates the resilience  
and consistently positive performance of the Group. 
In addition to having to manage the business against a 
backdrop of pressure on household incomes we have also 
been faced with some fairly sizeable cost increases. Much 
effort has been put into mitigating and minimizing these cost 
increases and this manifested itself in a modest margin 
improvement and strong profit uplift. 
As a result of this strong performance, the Board is 
recommending a final dividend of 6.5p per share giving a total 
for the year of 10.5p per share (2010: 9.00p), an increase of 
17%. Subject to shareholder approval at the Annual General 
Meeting to be held on 17 May 2012, the final dividend will be 
paid on 19 July 2012 to shareholders on the register on  
29 June 2012 and the shares will be marked ex-dividend  
on 27 June 2012. 
  I am delighted to report 
that the Group delivered 
another excellent 
performance in 2011,  
with growth in revenues, 
adjusted profits and 
adjusted earnings  
per share. 
39 million
meals served  
in the year
500
new jobs created Introduction Business review Governance Financial statements
The Restaurant Group plc Annual Report 2011 05 
All of our businesses performed well with positive like-for-like 
sales growth, good levels of profits and we added new sites 
to each of our brands. The performance of our new openings 
has been excellent and our expectations in respect of returns 
on investment look likely to be exceeded. This bodes well for 
the future progress of the Group. Currently, we are expecting 
to open between 25 and 30 new restaurants during 2012 and 
we are encouraged by both the size and quality of the 
pipeline of new sites. 
TRG has consistently demonstrated the resilient nature of its 
business model and this is another excellent set of results. 
The Group is managed in a disciplined and focused manner 
– growing both organically and also through a judicious and 
carefully executed roll out. By operating in this manner, we are 
able to grow our estate, increase earnings and dividends and 
generate high levels of cash and returns on investment. 
These excellent results are the result of the hard work, 
expertise and dedication of our Directors, senior management 
and staff. On behalf of the Board I would like to record our 
thanks to all of them. 
We have had a solid start to the current year, with sales 
growth of 3% (like-for-like sales of -2%) for the first eight 
weeks of the year, and we are looking to build further on this. 
We have a superb business with distinct market positions and 
strong brands with outstanding value-for-money offerings 
which have wide appeal. I am confident that we are well 
placed to continue our further profitable progress.
Alan Jackson
Chairman
29 February 2012
A successful  
year of further  
organic growth
www.trgplc.com web 06 The Restaurant Group plc Annual Report 2011
Chief Executive Officer’s
review of operations
Introduction
2011 was another year of good progress for The Restaurant 
Group, achieved against a challenging economic backdrop 
and an increasingly constrained environment for consumer–
facing businesses. The Group traded well for most of the 
year, achieving like-for-like sales growth in eleven of the 
twelve months. The year started very well with a strong 
bounce back in the early months following the severe winter 
weather at the end of 2010. Trade during the spring months 
was variable and, as we entered summer, it picked up 
markedly. From late summer through to mid-November, 
trading was quite reasonable and for the final six or seven 
weeks of the year it was strong. 
All of the constituent parts of the Group saw growth in 2011 
and, despite having to contend with some significant input 
cost pressures, the Group achieved strong growth in 
adjusted profits and a modest improvement in adjusted 
margins. Total sales were 7.25% ahead of the previous year 
(like-for-like sales 3.25% ahead) and adjusted earnings per 
share increased by 14% - against a challenging backdrop 
and year-on-year growth for the previous years this 
represents a good result and bodes well for the future. 
Results*
*Results marked as adjusted are stated excluding non-trading items and, 
unless otherwise stated, reflect the 52 week period in 2011 compared with the 
comparable 52 week period in 2010. Statutory results for 2010 were stated on 
a 53 week reporting period. Like-for-like information is stated for a consistent 
number of weeks in 2011 and 2010.
TRG’s trading metrics performed well for the 52 week period 
to 1 January 2012: 
f  Total sales increased by 7.25%
f  Like-for-like sales increased by 3.25%
f  We sold 39 million meals
f  Adjusted EBITDA increased by 8% to £89.7m
f  Adjusted operating profit increased by 8% to £61.2m
f  Adjusted operating profit margin increased by 10 basis 
points to 12.6%
f  Adjusted pre-tax profit increased by 12% to £60.3m
f  Adjusted earnings per share increased by 14% to 21.86p
f  Net debt, at 0.48x Group adjusted EBITDA, fell by £5.3m 
to £41.6m
  It is particularly encouraging 
that returns from our 
openings in the last three 
years have been at some of 
the highest levels achieved 
in the past decade.
7.25%
total sales increase
12%
increase in adjusted  
profit before tax Introduction Business review Governance Financial statements
Our people and our business
Throughout our business, we aim to continually evolve and 
improve our offering - food, service and standards. Menus are 
reviewed twice a year, our seasonal specials menus change 
quarterly and we pay close attention to the nutritional and 
calorific content of dishes to ensure that we have something to 
match all of our customers’ requirements. Particular attention 
is paid to our children’s offerings to ensure that they afford the 
opportunity to form a key part of a sensibly balanced diet. 
Much work has taken place throughout our Group in this area 
and further detail is contained in the corporate responsibility 
report. Our focus continues to be directed towards providing 
our customers with a great dining experience – plenty of 
choice across the price points, offerings geared towards 
specific parts of the day, good value and superb hospitality 
and service. We strive to employ the best people and to 
provide them with an opportunity to develop. Our staff benefit 
from a number of training programmes as soon as they join us 
and, as they progress through the ranks, the training becomes 
more specifically geared to equipping them to become 
efficient and effective managers. In addition to our management 
training programmes, our staff at all levels have the opportunity 
to secure qualifications in several areas relevant to our 
industry, including Food Hygiene, Health & Safety, NVQ’s  
and BII accreditations.
We employ more than 10,000 people throughout the UK and 
during 2011 more than 500 new members joined the TRG 
team. 2011 also marked the first graduate recruitment 
programme for TRG. This attracted a large number of very 
high quality applicants and we have employed eleven 
graduates who have embarked on a fast–track scheme 
towards restaurant management. 
Our brands
Frankie & Benny’s (208 units) 
Frankie & Benny’s performed well in 2011, increasing revenues 
and profits; margins were maintained at 2010 levels. We 
opened 16 new restaurants of which nine were on non-cinema 
sites. All of the new openings are trading strongly and they are 
expected to deliver excellent returns. We anticipate opening 
between 14 and 18 new Frankie & Benny’s restaurants in 2012. 
Chiquito (69 units)
Chiquito delivered a good performance in 2011 with increases 
in revenues, profits and margins. We opened four new 
Chiquito restaurants during the year all of which are located 
alongside Frankie & Benny’s. This dual roll out strategy works 
well and we expect it to continue in 2012. The new Chiquito’s 
are trading well and are expected to deliver strong returns. 
During 2012 we expect to open two to four new Chiquito 
restaurants. 
Garfunkel’s (23 units) 
Garfunkel’s traded well during 2011 delivering good levels  
of margins and profits. During the year we opened two new 
Garfunkel’s restaurants – these are trading well and are set to 
deliver strong returns. We are building a good pipeline of new 
Garfunkel’s sites and currently expect to open two to four a 
year for the next few years. During the first half of 2012 we 
expect to open at least two new restaurants in central London. 
Pub restaurants (42 units)
Pub restaurants traded well during 2011 and delivered good 
levels of margins and profits. During 2011 the ex-Blubeckers 
conversion programme was completed. The portfolio is now 
operating in line with the Brunning & Price model and the 
results of the changes made over the past 18 months are 
most encouraging. We opened one new Pub restaurant, the 
Old Hall at Sandbach, which is trading superbly and is set to 
deliver strong returns. During 2012 we expect to open 
between three and five new Pub restaurants.
Concessions (58 units) 
Our Concessions business has traded superbly during 2011 
with strong increases in revenues, margins and profits. An 
absence of disruptions, as experienced during 2010, certainly 
helped the performance but, even adjusting for this, the 
underlying trend was one of good improvements across all  
of the key metrics. Passenger numbers at the principal UK 
airports rose solidly and our business benefited from this. 
During the year we opened two new restaurants at Gatwick 
airport – these are trading well and are set to deliver excellent 
returns. We are expecting to open two or three new 
restaurants during 2012. 
Intro copy Opening our 200th 
Frankie & Benny’s
The Restaurant Group plc Annual Report 2011 07  08 The Restaurant Group plc Annual Report 2011
Chief Executive Officer’s
review of operations
(continued)
As a result of strong cash generation, the Group has continued 
to significantly reduce its levels of debt. This has been 
especially marked in recent years whilst roll out opportunities 
for new restaurants have been limited to around 25 new sites 
per annum. In the four years since 2007 , net debt has reduced 
from £77m to £42m. During this period the Group has invested 
£106m in opening 108 new restaurants, £48m (maintenance 
capex) has been invested in maintaining the existing estate and 
£67m has been paid out to shareholders in the form of 
dividends. During much of this period the economic backdrop 
has been poor (and at times very bleak). Against such a 
backdrop we believe that TRG’s very prudent capital structure 
has been appropriate, safeguarding shareholders’ interests 
whilst allowing the Group to grow profits and cash flow and for 
dividends to increase. Whilst economic conditions continue to 
be tough, and the immediate outlook opaque, we intend to 
continue to adopt this very prudent approach to capital 
structure. However, once conditions improve we will review the 
position to determine what, if any, adjustments to the capital 
structure are appropriate. This review will, of course, take full 
account of the key considerations listed above and any 
changes would be in line with our policy of maintaining a 
sensible and prudent capital structure whilst also growing 
shareholder value.
+3.25%
like-for-like  
sales growth
>10,000
people employed  
throughout the UK
The TRG business model, capital structure,  
and rationale
Our core objective continues to be growth in shareholder 
value and our strategy to achieve this is to build a business 
capable of delivering long-term, sustainable and growing 
cash flows. The Group has a consistent record of converting 
profits into cash at a very healthy rate, and delivering 
increasing cash flows each year, and in 2011 this was again 
the case. TRG’s business model enables the Group to grow 
in a predominately organic and highly value-accretive way, 
funded from its internally generated funds. 
Our touchstones are cash flow and return on investment. Our 
business model enables our shareholders to enjoy the 
benefits of high returns on capital, growth in profits and cash 
flow and sizeable income distributions from our progressive 
dividend policy. The Group’s capital structure is framed in a 
sensible and prudent manner which enables shareholder 
value to grow and which recognises the operational and 
financial gearing inherent in our (predominantly) lease-based 
business model. In determining the appropriate capital 
structure, the key considerations which we keep under 
regular review are: 
1.  The level of free cash flow generated and our expectation 
for this going forward; 
2.  The level of capital investment required to fund our new 
openings (and our expectations with regard to the number 
of new openings over the medium-term); 
3.  The maintenance of our progressive dividend policy and 
our intention to grow dividends in line with earnings; 
4.  Ensuring that we have sufficient financial resources 
available to take advantage of opportunities to expand the 
business; 
5.  Ensuring that we have sufficient financial resources 
available to cope with a deterioration in trading conditions 
as a result of an economic downturn or other adverse 
factors; and
6.  Maintaining a good level of fixed charge cover as measured 
by the Group’s ability to meet and service all of its financial 
obligations.
Our touchstones are 
cash flow and return  
on investment Introduction Business review Governance Financial statements
Capital expenditure and TRG opening programme
Our key criteria in determining where to invest our capital is  
to operate restaurants in locations with high barriers to entry, 
good growth prospects and where we are confident that we 
can secure high returns on investment. Our focus is on edge 
of town, out of town, rural, semi-rural and airport locations 
and we occupy leading market positions in these segments. 
The footprint that the Group occupies in edge and out of 
town leisure and airport locations is comprehensive and,  
from a market positioning perspective, very formidable. It 
would be virtually impossible to replicate this footprint from 
scratch and the Group is well placed to continue to roll out 
more restaurants. 
Our philosophy regarding capital expenditure remains 
consistent – we focus on cash generation and on securing a 
return on invested capital at rates ahead of TRG’s weighted 
average cost of capital. We continue to apply the same levels 
of analytical rigour, commercial analysis, experience and risk 
adjustment to each capital project that we undertake.  
This approach has served TRG well and we do not intend to 
deviate from it. This disciplined and consistent approach has 
also ensured that our new openings continue to deliver strong 
returns. It is particularly encouraging that returns from our 
openings in the last three years have been at some of the 
highest levels achieved in the past decade. 
Our free cash flow generation is sufficient to enable the Group 
to accelerate the openings programme whilst maintaining 
maintenance capital expenditure at an appropriate level and 
pursuing a progressive dividend policy. As a result of the 
tough economic backdrop, currently there are very few new 
edge and out of town schemes being built and, in the 
short-term, this situation is likely to persist. However, there are 
a significant number of new schemes in developers’ pipelines 
and, at some point, these are likely to be activated. In the 
meantime, many of our new restaurant opportunities are being 
secured from a variety of other sources and the work that we 
are doing in this regard has had the benefit of widening the 
potential paths to further future roll out growth for the Group. 
The economic downturn, whilst presenting formidable trading 
challenges, has also afforded to us several new opportunities 
and we intend to continue to identify and pursue these where 
we are confident that they will meet our returns criteria. 
During 2012 we are expecting to open between 25 and 30 
new restaurants and we are also successfully adding to our 
potential pipeline for the next two to three years. 
Market dynamics and the economy
Companies operating in the retail environment have found 
conditions tough in recent years and this seems to have 
become a persistent theme. A deep recession followed by 
rising taxes, household inflation, a fiscal squeeze with lower 
government spending and higher direct and indirect taxation, 
rising unemployment (with the equally corrosive, concomitant, 
fear of unemployment) and negative changes in year-on-year 
real wages, have placed significant pressures on many 
consumer-facing businesses. This has proved particularly 
problematic for businesses with poor market positioning, 
weak business models and high levels of financial leverage. 
Attempts at stimulating the economy through expansionary 
monetary stimuli have had some success, but the economic 
backdrop remains very tough. Selling products and services 
to the UK consumer has certainly become quite a challenge.
In addition to consumers being squeezed as a result of the 
difficult economic backdrop, other factors are also at work 
and some distinct trends, both operationally and 
behaviourally, have been evident. Those companies that have 
established strong market positions, with offerings that are 
accessible, attractive, convenient, well understood, trusted 
and are seen by their customers to offer good value have 
tended to outperform. Customers have become more 
selective about what, and how, they purchase and it is 
noteworthy how important a strong and clear online offering 
and communication platform has become for many parts of 
the retail marketplace. The ability to read and quickly adapt to 
customer trends is increasingly important. 
A robust and  
well proven  
business model
The Restaurant Group plc Annual Report 2011 09  10 The Restaurant Group plc Annual Report 2011
Chief Executive Officer’s
review of operations
(continued)
In the short-term however, the key risks to growth are largely 
macro-economic. This time last year the picture seemed to 
be getting clearer and there was a real expectation that the 
economy had started the steep climb out of recession. 
Indeed this picture persisted until early summer, at which 
point political paralysis in the US followed by the significant 
shocks in the Eurozone brought it to an abrupt halt. The final 
part of 2011 was characterised by great uncertainty about the 
Eurozone, sovereign debt and the pressures on the banking 
and financial system. Although the UK is not part of the 
Eurozone, around half of its export business is directed there 
and its banks and financial institutions have exposure to 
Eurozone sovereign and corporate debt. A collapse of the 
Eurozone was, and still is, regarded as being bad for Britain. 
Against this backdrop, increasing uncertainty and deep 
concern took hold in much of the UK during the latter stages 
of 2011 and this is still evident. This makes life more difficult 
for consumer–facing businesses as many households decide 
to rein in their discretionary expenditure even more. More 
recently a number of steps have been taken to re-structure 
the heavily indebted Eurozone countries and to provide 
liquidity to the banking system in an effort to stimulate the 
economies of the Eurozone countries. This has provided 
some breathing space in which to try to secure a workable 
solution and to work towards a re-balancing. However, in the 
short-term it is likely that uncertainty will persist and this will 
act as a further drag on economic growth during 2012.
In the UK, 2011 ended with the economic outlook poorer than 
it had been just a few months earlier. Projections for UK GDP 
growth were cut and the outlook for employment 
deteriorated. As we start 2012, it seems that we will be facing 
an economic backdrop just as tough as the one experienced 
during the past year. There are however several positives – 
inflation is expected to fall sharply and, whilst money wage 
increases are likely to be fairly modest, it is possible that, as 
we move through 2012, household incomes available for 
With many households experiencing a squeeze on funds 
available for discretionary spend, harder choices between 
competing consumption wishes are having to be made. A 
propensity to save (or pay down debt) has replaced the urge 
to buy on credit that was so prevalent just a few years ago. 
Consumer-facing businesses have had to work harder to 
claim a share of this smaller cake. 
Those companies that operate in the dining out sector have 
approached these challenges in different ways. Many have 
chosen to compete for customers largely on price and this 
has often manifested itself via heavy promotions and deep 
discounting. “Buy one get one free” and other similar, deep 
discounting, offers have been rife, and they still are. Our 
Group adopted a different approach, focusing on value, 
choice and consistency of service and standards. We have 
also increasingly harnessed digital media to broaden 
awareness of our brands and what we can offer. This has 
served TRG well, enabling it to continue to grow profits and 
protect margins.
Eating out has become habitual in the UK and it is an activity 
that many people are reluctant to give up. At our price point it 
represents a “small ticket” item or, to put it another way, “an 
affordable treat”. In times of fiscal restraint and stretched 
finances, it is a “pleasure” in which many people still feel able 
to indulge. 
This trend to eat out regularly is secular, driven largely by 
socio-economic factors (ageing population, busy lifestyles, 
more women in the workplace etc) and growth is set to 
continue over the longer term. Whilst this growth may be 
harder to achieve in the current climate, once conditions 
improve, and particularly when people feel more confident 
about their jobs and incomes, the upward path is likely to be 
re-established. 
400
sites
Focused
on excellent value,  
choice and service Introduction Business review Governance Financial statements
discretionary spend will rise, sterling is still at a level that 
makes UK exports attractive and several of the larger 
exporters (for example vehicle manufacturers) are beginning 
to invest and hire more workers and there now seems to be  
a new determination within the Eurozone to implement 
measures that will avoid a break-up and may eventually lead 
to a sustainable re-balancing. Within the UK we are also 
looking forward to two significant events – the Diamond 
Jubilee and the Olympic Games. Both of these will be good 
for Britain and could also benefit UK businesses. 
From our perspective, the major short-term macro-economic 
issues are unemployment, job insecurity and squeezed 
household finances. Providing there is not a significant further 
deterioration in any of these, the UK should, as we move into 
the second part of the year, start to see a gradual re-building 
of consumer confidence.
Future prospects
We are planning on the basis that the outlook for 2012 will  
be just as tough as the conditions experienced last year and 
we have framed our plans accordingly. Over the past four 
years, our business has experienced some difficult trading 
conditions and during that period sales, profits and cash  
flow all increased. TRG is well placed to cope with 
challenging conditions and, very importantly, to benefit 
significantly from the upturn in consumer confidence that  
will, in due course, prevail. 
www.trgplc.com web
The Restaurant Group plc Annual Report 2011 11 
TRG’s businesses command strong market positions in each 
of our chosen segments and our brands are well recognised 
for the quality, breadth and value of their offerings. We have a 
well proven business model, a strong balance sheet and are 
well positioned to continue our expansion. Just as we did in 
2011, during 2012 we will continue to:
f  Stick to our areas of expertise; 
f  Focus on our customers by providing excellent value, 
choice and service;
f  Maintain high standards of operational efficiency and 
execution;
f  Carefully control our costs and seek to mitigate and 
minimise the impact of inflationary input costs. Where we 
are able to secure fixed or capped price contracts for key 
purchases, on acceptable terms, we will seek to do so;
f  Add high quality new restaurants to our portfolio; and 
f  Focus on cash flow, returns and growing  
shareholder value. 
Our aim is to continue to strengthen our market positions  
and deliver long-term and sustainable profitable growth. 
201 1 was a tough year for our sector and it presented TRG  
with some big challenges. As always, our team rose to those 
challenges and produced a superb performance. All of our 
people will be working towards replicating this again in 2012. 
The first two months of 2012 have started solidly with total sales 
3% ahead of last year (like-for-like sales of -2%), and we will be 
looking to build further on this as we move through the year.
Andrew Page
Chief Executive Officer
29 February 2012
Working with  
the local community
Our aim is to  
deliver long-term  
and sustainable 
profitable growth 12 The Restaurant Group plc Annual Report 2011
Group Finance Director’s report
  Against the background  
of another challenging  
year in terms of the macro-
economic environment,  
the Group has recorded 
another strong set of 
financial results.  
Compared to the comparable 52 week period the adjusted results (excluding non-trading items) are as follows:
52 weeks
 ended
1 January
 2012
£m
Comparable
52 weeks
ended
2 January
 2011
£m
%
change
53 weeks
 ended
2 January
 2011
£m
%
change
Revenue 487.1 454.0 +7.25% 465.7 +4.6%
Cost of sales (397.8) (370.3) (379.3)
Pre-opening costs (1.9) (1.6) (1.6)
Gross profit 87.4 82.1 +6.4% 84.8 +3.0%
Administration costs (24.0) (23.3) (24.0)
Share-based payments (2.2) (2.2) (2.2)
Adjusted EBITDA 89.7 83.4 +7.6% 85.8 +4.6%
Depreciation (28.5) (26.8) (27.2)
Adjusted operating profit 61.2 56.6 +8.2% 58.6 +4.5%
Adjusted operating margin 12.6% 12.5% 12.6%
Net interest (0.9) (2.6) (2.7)
Adjusted profit before tax 60.3 54.0 +11.7% 55.9 +7.9%
Tax (16.6) (15.7) (16.2)
Adjusted profit after tax 43.7 38.3 +14.1% 39.7 +10.1%
Adjusted EPS (pence) 21.86 19.25 +13.6% 19.95 +9.6% Introduction Business review Governance Financial statements
Results 
The previous statutory financial year was for a 53 week period 
ending on 2 January 2011. The comparatives in the statutory 
accounts refer to this period. 
Total revenues increased by 7.25%, as a result of 3.25% 
like-for-like sales growth and the impact of new sites. Total 
adjusted EBITDA of £89.7m increased by 7.6% on the prior 
year, and adjusted operating profit of £61.2m grew by 8.2%. 
At the half year the Group adjusted operating margin was 20 
basis points lower than the prior year. It is therefore very 
pleasing to see that for the full year the adjusted operating 
margin has increased by 10 basis points. This was the result 
of continued attention to detail and diligence in all areas of 
cost, combined with the decision taken a number of years 
ago not to pursue the deep discounting strategy that has 
become endemic across the sector. 
Net interest costs reduced substantially during the year, due 
to reduced average levels of net debt, lower average interest 
costs as interest rate swaps unwound and interest income 
from the Group’s outstanding loan note with the Living 
Ventures group. Adjusted profit before tax of £60.3m grew  
by 11.7% compared to the prior year. The Group’s average 
tax rate continues to decline in line with the reducing rate of 
UK corporation tax. This resulted in adjusted earnings per 
share of 21.86p, 13.6% ahead of the prior year. 
Compared to the statutory 53 week period last year, total 
revenues increased by 4.6%, adjusted operating profits were 
up from £58.6m to £61.2m and adjusted profit before tax 
increased from £55.9m to £60.3m. Adjusted earnings per 
share increased by 9.6% compared to the 53 week adjusted 
statutory comparative of 19.95p.
Cost inflation 
Cost inflation in 2011 proved to be a somewhat more 
significant issue than anticipated at the start of the year, 
particularly on food and beverage costs where we saw 
average increases for the year of over 3%. Wage cost inflation 
was higher than in 2010, principally due to the much higher 
level of minimum wage increase which was effective from 
October 2010 (an increase of 2.2% compared to 1.2% in 
October 2009). 
A strong set  
of financial results
The Restaurant Group plc Annual Report 2011 13 
The outlook for 2012 in terms of cost inflation is uncertain at 
this stage. We think it unlikely that food and beverage cost 
inflation will be any less than that experienced in 2011. 
Although our strategy continues to be one of fixing costs 
where sensible, at present a larger proportion of our food and 
beverage input costs remain unfixed than would normally be 
the case. This is in anticipation of further softening in 
commodity prices during 2012. 
In terms of labour costs, the standard rate of national 
minimum wage increased by 2.5% in October 2011, and this 
will be the key driver in 2012. All our main utility contracts are 
fixed through until October 2012. We have already entered 
into new contracts effective from October 2012 on a number 
of constituent elements of our utility cost base, which will 
result in some level of cost increase in the final quarter of the 
year. Business rates are linked to the Retail Prices Index and 
are expected to increase in April 2012. Rental cost inflation 
continues to run at low levels compared to historic trends that 
prevailed prior to 2009. We expect this relatively benign 
situation on rental increases to continue in 2012. 
Non-trading items 
The full year statutory results include a non-trading charge of 
£11.7m before tax, and £9.3m after tax. At the half year we 
reported a pre-tax charge of £7.2m in respect of site 
disposals and closures (the Group’s Spanish business, a 
number of the ex-Edwinns sites and a number of legacy sites 
in the Chiquito estate). During the second half of the year we 
decided to exit a small number of additional sites which do 
not generate adequate levels of return. Additionally, following 
the Paramount business going into administration at the end 
of 2011, we have made a provision relating to leases on 
former Café Uno sites which have reverted or could 
potentially revert to TRG. This provision has also been 
included in the non-trading charge. 14 The Restaurant Group plc Annual Report 2011
Group Finance Director’s report
(continued)
Capital expenditure 
During the year the Group invested a total of £43.7m in capital 
expenditure (2010: £32.0m). £14.4m of this was spent on 
refurbishment and maintenance expenditure (2010: £11.3m). 
This includes completion of the programme to reposition the 
ex-Blubeckers pubs to the Brunning & Price model. We have 
also upgraded much of the underlying IT infrastructure across 
the Group and the cost of this is included in the maintenance 
capex figure.
Development capital expenditure in the year was £29.3m 
(2010: £20.7m). This includes the 25 new sites opened in the 
year (three of which were freeholds), and also includes the 
cost of acquiring two pub freeholds currently in development 
which will open during 2012. The 25 sites opened during the 
year are all performing very satisfactorily, on average 
generating levels of turnover and financial return significantly 
ahead of our feasibility requirements.
We continue to be absolutely focused on ensuring that all of 
our new sites generate very high levels of financial return. All 
potential new sites are subject to a thorough due diligence 
process before we commit to a project. As well as detailed 
financial modelling and evaluation, this due diligence process 
includes demographic analysis, detailed review of 
competitors and planned/potential developments in the area. 
We also identify other existing sites with similar characteristics 
both in terms of demographics and location to further inform 
our decision making process. We conduct regular post-
investment appraisals and these confirm that we are 
continuing to achieve levels of return in line with our high 
hurdle rates.
As noted in the comments above regarding non-trading 
items, the Group closed a number of sites during the year 
bringing the year end total to exactly 400. 
Cash flow 
Set out below is a summary cash flow statement for the  
full year.
2011
£m
2010
£m
Adjusted operating profit (52 weeks  
in 2010) 61.2 56.6
Working capital and non-cash 
adjustments 2.1 1.9
Depreciation (52 weeks in 2010) 28.5 26.8
Net cash flow from operations 91.8 85.3
Net interest paid (0.3) (2.1)
Tax paid (15.7) (17.6)
Maintenance capital expenditure (14.4) (11.3)
Free cash flow 61.4 54.3
Development capital expenditure (29.3) (20.7)
Dividends (22.3) (15.7)
Normalised net cash flow 9.8 17.9
Extra trading week in 2010 (EBITDA) – 2.5
Disposals (2.8) –
Net cash flow from share issues 1.0 1.9
SWAP termination payment (0.4) (1.0)
Purchase of shares for employee 
benefit trust (3.1) (1.4)
Finance costs offset against  
bank debt 0.8 (0.1)
Reduction in net debt 5.3 19.8
Net bank debt at start of year (46.9) (66.7)
Net bank debt at end of year (41.6) (46.9)
£29.3m
development  
capital  
expenditure
£91.8m
net cash flow  
from operations Introduction Business review Governance Financial statements
The Restaurant Group plc Annual Report 2011 15 
£43.7m of capital 
expenditure on 
refurbishments and  
new openings
The table below summarises opening and closures in the 
year:
Year end 
2010 Opened Closed
Year end 
2011
Frankie & Benny’s 197 16 (5)* 208
Chiquito 68 4 (3) 69
Garfunkel’s 23 2 (2) 23
Pub restaurants 43 1 (2) 42
Concessions 58 2 (2) 58
Total 389 25 (14) 400
* including three restaurants in Spain
Financing and key financial ratios 
As announced in November 2011, the Group successfully 
completed a refinancing exercise in October. We now have a 
new £140m five year facility in place which runs until October 
2016, with the same covenants as our previous facility. Both 
of these covenants are tested on a six monthly basis by 
reference to the Group’s published results. These and other 
key financials are summarised as follows:
Banking
 covenant 2011 2010
EBITDA / Interest cover >4x 47x 32x
Net debt / EBITDA <3x 0.48x 0.55x
Fixed charge cover n/a 2.6x 2.6x
Balance sheet gearing n/a 26% 32%
As can be seen from this table the Group has substantial 
headroom against banking covenants and is in a very strong 
financial position. This strong financial position means we are 
able to maintain and accelerate the level of new openings and 
acquire pub and other freeholds where it is sensible to do so. 
We are also able to maintain our programme of investment in 
the existing estate, a very important factor in maintaining a 
strong and successful business going forward. The Group’s 
strong financial position also ensures that we are able to pay 
a generous and increasing level of dividends.
Tax 
The total tax charge in the year was £14.2m, analysed  
as follows:
2011 (52 weeks) 2010 statutory (53 weeks)
Trading
£m
Non-
trading
£m
Total
£m
Trading
£m
Non-
trading
£m
Total
£m
Corporation 
tax 18.0 (1.1) 16.9 17.6 (0.3) 17.3
Deferred tax (1.4) (1.3) (2.7) (1.4) 0.5 (0.9)
Total 16.6 (2.4) 14.2 16.2 0.2 16.4
Average tax 
rate 27.5% 29.0%
On trading activities the underlying tax charge in the year  
was £16.6m. This represents an average tax rate of 27 .5% 
compared to 29.0% in 2010. This reduction primarily reflects 
the reduced level of UK corporation tax rate. We expect to see 
a continuing reduction in the average tax rate over the next few 
years as the Government implements the phased reduction in 
corporation tax rates announced in 2010. The Group’s average 
tax rate will continue to be higher than the headline UK rate 
primarily due to significant levels of disallowable expenditure in 
our capital expenditure programme. 
Stephen Critoph
Group Finance Director 
29 February 2012 16 The Restaurant Group plc Annual Report 2011
Board of Directors
Aged 68, he joined The Restaurant Group plc as Executive 
Chairman in March 2001 and became non-executive Chairman 
from January 2006. He has a wealth of experience in the 
leisure sector. For 18 years, from 1973 to 1991, he occupied 
various positions within Whitbread, principally Managing 
Director of Beefeater steakhouses and also the Whitbread 
restaurant division where he was responsible for the creation 
and development of Beefeater, Travel Inns and TGI Friday 
brands. After the Beer Orders in 1991 he founded his own 
business which became Inn Business Group plc in 1995  
and was subsequently acquired by Punch in 1999. He chaired 
Oriental Restaurant Group plc until its sale to Noble House  
in 2000. Currently Alan is non-executive deputy chairman  
of Redrow plc and a non-executive director of Playtech plc.
Alan Jackson
Non-executive Chairman
Aged 53, he joined The Restaurant Group plc as Finance 
Director in June 2001. In December 2003 he was appointed 
Group Managing Director and in January 2006 became Chief 
Executive Officer. His career has spanned both international 
and domestic businesses. Prior to joining The Restaurant 
Group plc, he held a number of senior positions in the leisure 
and hospitality industry including Senior Vice President with 
InterContinental Hotels and Finance Director of Hanover 
International plc. Prior to that, Andrew spent six years as a 
Corporate Financier with Kleinwort Benson having trained 
and qualified as a Chartered Accountant with KPMG.  
Andrew is a non-executive director of Arena Leisure plc.
Andrew Page
Chief Executive Officer
Aged 51, he was appointed as Finance Director of The 
Restaurant Group plc in September 2004. Previously he has 
held several senior finance positions in Compass Group plc 
and Granada Group plc, including Corporate Development 
Director of Compass Roadside and Finance Director of 
Travelodge and Little Chef. He trained and qualified as a 
Chartered Accountant with Deloitte & Touche.
Stephen Critoph
Group Finance Director The Restaurant Group plc Annual Report 2011 17 
Introduction Business review Governance Financial statements
Aged 54, she joined The Restaurant Group plc in 1993 as 
Area Manager for Garfunkel’s which included the Group’s 
airport operations. In 1997 she was appointed Brand Director 
of Garfunkel’s and Airports, and in 1999 was promoted to 
Operations Director – Concessions. In March 2003 she was 
appointed Managing Director – Concessions and in October 
2003 was appointed to the Board. Prior to joining  
The Restaurant Group plc, Trish worked for Häagen-Dazs  
then managed the Atacama Restaurant Group.
Trish Corzine
Executive Director,  
TRG Concessions
Aged 40, he joined The Restaurant Group plc in 2002 in the 
finance department and was appointed as Company Secretary 
in September 2004. Previously he worked in the finance 
function of Coca-Cola HBC S.A. having qualified as a 
Chartered Accountant with KPMG.
Robert Morgan
Company Secretary
Aged 44, he was appointed as a non-executive Director of the 
Company in March 2010. Formerly Global Head of Industrials 
at Dresdner Kleinwort Wasserstein, he was appointed 
Managing Director of HSBC’s Diversified Industries Group  
in 2005 and is currently responsible for managing HSBC’s 
business with some of its largest house building and building 
materials clients. 
Simon Cloke
Non-executive 
Aged 63, he was appointed as a non-executive Director of the 
Company in January 2008. He was Managing Director of the 
Restaurants Division of Mitchells & Butlers plc (previously Bass 
plc and Six Continents plc) from 1995 to 2007 and served on 
the Board of Mitchells & Butlers plc from 2003 to 2007 . Prior 
to joining Bass, he held senior management roles at B&Q,  
J.A. Devenish and Whitbread. 
Tony Hughes
Non-executive 18 The Restaurant Group plc Annual Report 2011
Report of the Directors
The Directors present their Annual Report and the Group 
Accounts for the year ended 1 January 2012.
Results and dividends
The results for the year ended 1 January 2012 are presented 
under International Financial Reporting Standards (“IFRSs”). 
The Report and Accounts are drawn up on a 52 week 
reporting basis ending on 1 January 2012 (2010: 53 week 
reporting basis ending on 2 January 2011). The results for the 
year are set out in the consolidated income statement on 
page 43. This shows a Group profit after tax of £34.4m (2010: 
£40.1m). As highlighted in the 2011 Interim Report, the Board 
has decided that it is appropriate to rebalance the weighting of 
the payment of the dividend between the interim and final 
dividends. An interim dividend of 4.0p per share was paid on 
12 October 2011. The Directors propose a final dividend of 
6.5p per share, which is subject to approval at the Company’s 
Annual General Meeting to be held on 17 May 2012. Should 
this be approved, the final dividend will be paid on 19 July 
2012, bringing the ordinary dividend per share payable in 
respect of 2011 to 10.5p (2010: 9.0p).
Principal activity
The principal activity of the Group is the operation of 
restaurants and pub restaurants. Further information relating 
to the business, including a review of the year’s performance 
and planned developments, is given in the Chief Executive 
Officer’s review of operations on pages 6 to 11.
Business review
The Company is required by the Companies Act to include a 
business review in this report. The information that fulfils the 
requirements of the business review can be found in the 
Chairman’s statement, Chief Executive Officer’s review of 
operations and Group Finance Director’s report on pages 4  
to 15, which are incorporated in this report by reference.
Directors
Full details of the Directors of the Company are given on 
pages 16 and 17. The Directors who held office during 2011 
were as follows:
Executive Directors
f f Andrew Page
f f Stephen Critoph
f f Trish Corzine
Non-executive Directors
f f Alan Jackson
f f Tony Hughes
f f Simon Cloke 
In respect of 2011, each of the non-executive Directors 
(excluding the Chairman) is considered by the Board to be 
independent. Tony Hughes held the position of senior 
non-executive Director. Alan Jackson transitioned from 
executive Chairman to non-executive Chairman on 1 January 
2006 and following his tenure as an executive Director, is not 
considered to be an independent non-executive Director as 
defined by the UK Corporate Governance Code (“the Code”).
No Director has a service contract with the Company 
requiring more than twelve months’ notice. In accordance 
with the Code, all the Directors will be subject to re-election  
at the Annual General Meeting to be held on 17 May 2012. 
During the year the Audit Committee comprised the following 
non-executive Directors:
f f Simon Cloke (Chairman)
f f Tony Hughes
During the year the Remuneration Committee comprised  
the following non-executive Directors:
f f Tony Hughes (Chairman)
f f Simon Cloke
During the year the Nominations Committee comprised  
the following Directors:
f f Tony Hughes (Chairman)
f f Simon Cloke 
f f Alan Jackson
f f Andrew Page
The Directors’ remuneration report, which includes details  
of Directors’ remuneration and interests in the Company’s 
shares and options, together with information on service 
contracts, is set out on pages 30 to 35.
Directors’ shareholdings
The interests of the Directors in the shares of the Company, 
all being beneficially owned, were as follows:
At
28 February
2012
At
1 January
2012
At
2 January
2011
Executive Directors
Andrew Page 631,486 631,486 576,806
Stephen Critoph 283,197 283,197 258,647
Trish Corzine 274,705 274,705 255,497
Non-executive Directors
Alan Jackson 400,191 400,191 400,191
Tony Hughes 400,000 400,000 91,476
Simon Cloke 15,000 15,000 –
Details of the Directors’ share options are disclosed in the 
Directors’ remuneration report on pages 34 and 35. The 
closing mid-market price of the ordinary shares on 1 January 
2012 was 297.9p and the range during the financial year was 
254.9p to 335.0p. 
Share capital structure
The Company has one class of shares, ordinary shares of 
28
1
⁄8p. The authorised share capital is 284,444,444 ordinary 
shares of 28
1
⁄8p. As at 1 January 2012, the issued, called up 
and fully paid number of shares in issue was 200,245,088 
shares. There are no preference shares or special rights 
pertaining to any of the shares in issue. The Restaurant Group plc Annual Report 2011 19 
Introduction Business review Governance Financial statements
Following the 2011 Annual General Meeting the Directors 
have had the authority to allot shares up to an aggregate 
nominal amount of £18,717 ,396 which represented 
approximately one third of the ordinary share capital of the 
Company at the time the authority was given by shareholders. 
This authority expires at the Annual General Meeting to be 
held on 17 May 2012 and it will be proposed to extend this 
authority (updated for the current number of shares in issue) 
at the forthcoming Meeting. The Directors have no present 
intention of exercising this authority. At the 2011 Annual 
General Meeting the Directors were also provided with the 
authority to allot shares for cash other than on a pre-emptive 
basis, up to an aggregate nominal amount of £2,807 ,609 
which represented approximately 5% of the issued share 
capital at the time that the authority was given by 
shareholders. This authority also expires at the Annual 
General Meeting to be held on 17 May 2012 and it will be 
proposed to extend this authority (updated for the current 
number of shares in issue) at the forthcoming Meeting. The 
Directors have no present intention of exercising this authority.
In addition, following the 2011 Annual General Meeting, the 
Directors have the authority to make market purchases of 
shares in The Restaurant Group plc on behalf of the 
Company up to 19,965,222 ordinary shares (which 
represented 10% of the Company’s issued ordinary share 
capital at the time of the Notice of the 2011 Annual General 
Meeting). The minimum price that may be paid for such 
shares is 28
1
⁄8p per share. The maximum price is the higher of 
5% above the average middle market quotation for the 
ordinary shares for the five business days preceding the date 
of purchase and the higher of the price of the last 
independent trade and the highest current independent bid 
on the London Stock Exchange Daily Official List at the time 
the purchase is carried out. 
This authority expires at the forthcoming Annual General 
Meeting and it will be proposed to extend this authority 
(updated for the current number of shares in issue) at the 
forthcoming Meeting. As noted in the Chief Executive 
Officer’s review of operations, the Directors will periodically 
review the capital structure of the Group to ensure there is an 
appropriate framework to enable shareholder value to grow 
and to recognise the operational and financial gearing 
inherent in TRG’s (predominantly) lease-based model. 
The Group has entered into various contracts, including 
leases, during the course of ordinary business which may  
be terminated in the event of a change of control of The 
Restaurant Group plc.
Substantial shareholdings
At 16 February 2012 the Company had been notified of the 
following interests of 3% or more in the issued ordinary share 
capital of the Company:
Number
of shares
% of issued
share capital
Standard Life 10,925,116 5.46
BlackRock Inc 10,687,427 5.34
Old Mutual Asset Managers 10,556,442 5.27
Lloyds Banking Group 9,445,517 4.72
M&G Investment Management Ltd 9,129,908 4.56
Aviva Investors 7,734,845 3.86
F&C Asset Management plc 7,562,796 3.78
New Smith Asset  
Management LLP 7,516,765 3.75
Ameriprise Financial Inc 7,475,466 3.74
BAE Pension Fund  
Investment Mgmt 7,223,775 3.61
Legal & General Investment 
Management 6,934,465 3.46
Corporate governance
The Company is committed to high standards of corporate 
governance and to observing the principles of corporate 
governance contained in the UK Corporate Governance 
Code that was issued in 2010 by the Financial Reporting 
Council (“the Code”) for which the Board is accountable to 
shareholders.
Statement of compliance with the UK Corporate 
Governance Code
Throughout the year ended 1 January 2012, the Company has 
been in compliance with the provisions set out in the Code 
except for provisions concerning the number of Directors 
considered to be independent, and the independence of the 
Chairman (who was previously executive Chairman before 
assuming the role of non-executive Chairman in January 
2006). The Company currently has two non-executive 
Directors who are considered to be independent, which is  
less than the 50% of the Board best practice guidance under 
the Combined Code. As a consequence the Audit Committee  
and Remuneration Committees comprise two non-executive 
Directors rather than three as recommended by the Code. 
The size and composition of the Board is regularly reviewed  
to ensure that the effectiveness of the Board (and 
performance of the Group) is at a high standard.
Statement about applying the principles of the Code
The Company has applied the principles set out in section 1  
of the Code, including both the Main Principles and the 
supporting principles, by complying with the Code as reported 
above. Further explanation of how the Main Principles have 
been applied is set out below and in the Directors’ 
remuneration report and the Audit Committee report. 20 The Restaurant Group plc Annual Report 2011
Report of the Directors
(continued)
The Board
The Board’s role is to provide entrepreneurial leadership of 
the Company and Group within a framework of prudent and 
effective controls which enable risk to be assessed and 
managed. The Board reviews the Group’s business model 
and strategic objectives and looks to ensure that the 
necessary financial and human resources are in place to 
achieve these objectives, to sustain them over the long term 
and to review management performance against these 
objectives. The Board also sets the Company’s values and 
standards and manages the business in a manner to meet  
its obligations to shareholders and other stakeholders.
The Board currently comprises the non-executive Chairman, 
the Chief Executive Officer, the Group Finance Director, the 
Executive Director of the Concessions business and two 
non-executive Directors. Their biographies appear on pages 
16 and 17 and these demonstrate a range of experience and 
sufficient calibre to bring independent judgement on issues  
of strategy, risk management, performance, resources and 
standards of conduct which is vital for the success of the 
Group. Tony Hughes acts as senior independent non-
executive Director and is available to shareholders if they have 
reasons for concern on which contact through the normal 
channels is inappropriate or has failed to resolve an issue.
The roles of Chairman and Chief Executive Officer are clearly 
defined. The Chairman is responsible for the leadership and 
effectiveness of the Board and the Chief Executive Officer is 
responsible for the strategic direction and operational 
management of the Group. The Board meets on a regular 
basis and there is a formal schedule of matters specifically 
reserved for its consideration. This includes approval of the 
annual budget and the three year business plan, approval of 
the interim and year-end Report and Accounts, review and 
approval of significant capital expenditure (including 
development of new sites), significant disposals of assets  
and acquisitions or disposals of businesses.
Operational management are responsible for the day-to-day 
running of the Group and report on a regular basis on that 
performance to the Board. The Board is responsible for 
reviewing, challenging and approving the strategic direction of 
the Group and monitoring operational performance. The Board 
is responsible to shareholders for the proper management of the 
Group and has access to the necessary information and training 
to enable it to discharge its duties. All Directors are subject to 
election by shareholders at the first opportunity after their 
appointment, except where they are appointed by shareholders, 
and to annual re-election thereafter.
There is significant involvement from the non-executive 
Directors. This includes an ongoing dialogue with the 
executive Directors including constructive challenge of 
performance and the Group’s strategy. The non-executive 
Directors are provided with sufficient information to allow 
them to monitor, assess and challenge the executive 
management of the Group. Comprehensive Board papers 
including financial information are circulated to all Directors 
prior to Board meetings and, on a weekly basis, they receive 
up-to-date trading information. The non-executive Directors 
have the opportunity to meet without the executive Directors 
present, and this includes discussions of targets set and 
achieved by management.
All Directors have access to the advice and services of the 
Company Secretary and a procedure has been agreed for  
the Directors in the furtherance of their duties to take 
independent professional advice, if necessary, at the expense 
of the Company. On joining the Board there is a process  
for Directors to receive training as to their role and its 
requirements and for non-executive Directors to gain an 
understanding of the whole business. Non-executive Directors 
are actively encouraged to meet with operational management 
and to visit the Group’s operations in order to enhance their 
understanding of the Group’s business, its brands, employees 
and processes.
During 2011 there were eight Board meetings with full 
attendance by Board members.
Executive Directors are included in the annual performance 
evaluation of all senior employees within the Group. This 
involves a comprehensive review of performance against 
objectives and covers areas for future development through 
appraisal documentation and meetings. The non-executive 
Directors also meet in the absence of the Chairman to appraise 
the Chairman’s performance in the light of his fee review.
The Company acknowledges the importance of developing 
the skills of the Directors to run an effective Board. To assist 
in this, Directors are given the opportunity to attend relevant 
courses and seminars and to acquire skills and experience 
which may enhance their contribution to the ongoing 
progress of the Group. The Board and committees of the 
Board have been subject to a formal performance appraisal, 
through an internal questionnaire, and the performance of all 
members of the Board is considered as part of the annual 
remuneration review process. The Restaurant Group plc Annual Report 2011 21 
Introduction Business review Governance Financial statements
Communications with shareholders
Communications with shareholders are given high priority. 
The Chairman’s statement, Chief Executive Officer’s review  
of operations and Group Finance Director’s report on pages  
4 to 15 include a detailed review of the business and the Chief 
Executive Officer’s review of operations on pages 6 to 11 
includes a review of planned future developments.
There is a regular dialogue with institutional investors 
including presentations after the Company’s announcement 
of the year-end results, and at the half year. Feedback from 
major institutional shareholders is provided to the Board on  
a regular basis and, where appropriate, the Board will take 
steps to address their concerns and recommendations. 
The Board uses the Annual General Meeting to communicate 
with private and institutional investors and welcomes their 
participation. The Chairman aims to ensure that the chairmen 
of the Audit Committee, Remuneration Committee and 
Nominations Committee are available at the Annual General 
Meeting to answer questions, and for all Directors to attend.
Remuneration Committee
The Remuneration Committee consists of two non-executive 
Directors. There are written terms of reference for the 
Remuneration Committee. There was 100% attendance of 
the two Remuneration Committee meetings held during 2011. 
The role of this Committee and details of how the Company 
complies with the principles of the Code are set out in the 
Directors’ remuneration report on pages 30 to 35. 
Nominations Committee
The Nominations Committee consists of the non-executive 
Directors, the non-executive Chairman and the Chief 
Executive Officer. It met once during 2011 with full attendance 
at the meeting. There are written terms of reference for the 
Nominations Committee. It is responsible for making 
recommendations to the Board for the appointment or 
replacement of additional Directors and ensuring there is an 
appropriate balance and diversity of skills, experience, 
knowledge and independence both now and in the future.  
It is also responsible for succession planning for the Group. 
The Board acknowledges the importance of diversity and 
promoting equal opportunities throughout the Group. Since 
2003, at least 25% of the executive Directors have been 
female and currently over 40% of senior management within 
the Group are female. The Nominations Committee will have 
regard to the recommendations of the “Women on Boards” 
report from Lord Davies published in February 2011 in its 
deliberations on future appointments.
Audit Committee
The Audit Committee consists of two non-executive 
Directors. During the year the Committee was chaired by 
Simon Cloke. There are written terms of reference for the 
Audit Committee. The Audit Committee met twice during 
2011 with full attendance at each meeting. A more detailed 
description of the work undertaken by the Audit Committee  
is included in the Audit Committee report on pages 36 and 
37. Shareholders of the Company have the opportunity to 
re-appoint Deloitte LLP as external auditors of the Company 
at the Annual General Meeting to be held on 17 May 2012.
The Restaurant Group plc – strategy
The Restaurant Group’s key objective is to grow shareholder 
value and the strategy deployed to achieve this is to build a 
business capable of generating long-term, sustainable and 
growing cash flows. In pursuit of this we have built a scalable 
business model which is focused on the growing casual 
eating out market. 
We have targeted segments of this market which offer distinct 
barriers to entry and where we can be confident of delivering 
good growth in profits and cash flows and where there is 
good potential for high returns on investment. This has led  
the Group to focus on edge and out of town leisure and retail 
developments, rural and semi-rural pubs and our Concessions 
business which operates principally on airports. The Group 
operates in the expanding casual dining market, and our 
offerings continue to provide good value for money in 
comfortable surroundings and excellent service from our 
dedicated teams.
The Group’s strategy is to deliver further organic growth 
through the roll out of our brands – Frankie & Benny’s, 
Chiquito, Garfunkel’s and our Pub restaurant business.  
We have a solid pipeline of sites for development, coupled 
with a strong focus on continuing to deliver like-for-like sales 
growth from our existing restaurants. Our Concessions 
business operates in a dynamic and complicated market 
where our management teams have market-leading expertise 
and a track record of innovation and improving sales 
performance and the Group continues to look for 
opportunities to expand this division.
The Restaurant Group plc – risk factors
The Board of Directors regularly identify, monitor and manage 
potential risks and uncertainties to the Group. The list on the 
following page sets out what the Directors consider to be the 
current principal risks and uncertainties, with an overview of 
the mitigation process for these. This list is not presumed to 
be exhaustive and is, by its very nature, subject to change. 22 The Restaurant Group plc Annual Report 2011
Report of the Directors
(continued)
Risks and uncertainties Mitigation process
Adverse economic conditions and a decline in consumer 
confidence and spend in the UK
Regular monitoring of performance and appropriate action plans
Increased supply of new restaurant concepts into the market Concentration on segments offering higher barriers to entry and  
good growth prospects; regular monitoring of performance and 
appropriate action plans
Impact of terrorism in key locations (including airports) Contingency planning and training; liaison with authorities and 
landlords in key locations
Possible health pandemic that may cause customers to stay away 
or prevent restaurants being adequately staffed
Contingency planning and communication with employees
Lack of new site opportunities, and risks to existing Concession 
agreements
Dedicated property department focusing on new site 
development, strong relationships with Concessions partners
Failure to provide customers with brand-standard value for money 
offerings and service levels
Training, mystery diner visits, monitoring of customer feedback, 
internal quality control testing
Major failure of key suppliers to deliver products into restaurants Contingency planning for supply chain and suppliers
Damage to our brands’ images due to failures in environmental 
health compliance in the restaurants or from contamination  
of products
Training of restaurant and pub teams; detailed health and safety 
manual; regular internal and external auditing of all sites; auditing 
of supply chain and suppliers; health and safety incentives and 
awards
The loss of key personnel or failure to manage succession 
planning
Benchmarking of remuneration packages; analysis of staff 
turnover; performance appraisal and review system to retain 
existing talent; Long-Term Incentive Plan
Increase in prices of key raw materials (including foreign currency 
fluctuations), wages, overheads and utilities
Rolling programme of securing longer-term contracts to mitigate 
short-term pricing fluctuations; energy efficiency programme
Reversion of formerly sold or disposed leases following business 
failure of new occupiers
Monitoring of sub-let properties; ongoing relationships with 
property agents
Failure to meet banking covenants Signed facility agreement, monitoring of financial performance 
against covenant levels; banking relationships; significant levels  
of headroom against covenants
Increased regulation of the food and beverage industry leading  
to higher costs
Monitoring of developments and liaison with external authorities 
such as the Food Standards Agency and Department of Health
Breakdown in internal controls through fraud or error, major failure 
of IT systems
Experienced staff in key roles; segregation of duties; internal  
and external audit processes; Audit Committee role
Changes to tax regime, including VAT, corporation tax and  
income tax
Ongoing monitoring in conjunction with external advisers
Further information on the management of risks highlighted above is provided in the Chief Executive Officer’s review  
of operations and Group Finance Director’s report on pages 6 to 15. The Restaurant Group plc Annual Report 2011 23 
Introduction Business review Governance Financial statements
The Restaurant Group plc – key performance 
indicators
The Board of Directors and executive management receive a 
wide range of management information delivered in a timely 
manner. Listed below are the principal measures of progress 
that are reviewed on a regular basis to monitor the 
development of the Group. 
Like-for-like sales
This measure provides an indicator of the underlying 
performance of our existing restaurants, and highlights 
successful development of our offerings to best match 
changing consumer demands over time. There is no 
accounting standard or consistent definition of “like-for-like 
sales” across the industry, although the Group has applied a 
consistent basis of calculation across years for reporting 
like-for-like performance. During 2011, the Group like-for-like 
sales increased by 3.25% which followed a 1% decline in 2010.
New sites opened
The expansion of our brands is a key driver of the Group’s 
profitability. As noted in the Group Finance Director’s report, 
potential new sites are subject to a rigorous appraisal process 
before they are presented to the Board for approval. This 
process ensures we maintain the quality of openings as well 
as the quantity of sites opened. During 2011 the Group 
opened 25 new sites (2010: 24) and plans to open 25 to  
30 new restaurants during 2012.
EBITDA
The ability of the Group to finance its roll-out programme is 
aided by strong cash flows from the existing business. The 
Group defines EBITDA as operating profit before depreciation, 
amortisation and non-trading items. EBITDA serves as a 
useful proxy for cash flows generated by operations and is 
closely monitored. During 2011 the Group generated £89.7m 
EBITDA, an increase of 7 .6% on the 2010 comparable level of 
£83.4m and an increase of 4.6% on the 2010 statutory level of 
£85.8m.
Operating profit margin
The Board and management closely monitor profit margins 
as an indicator of operating efficiency within restaurants and 
across the Group. For 2011 the Group adjusted operating 
margin was 12.6% (2010: 12.5% on a comparable basis). In 
addition, the Group closely scrutinises the returns on invested 
capital from new site openings and the average EBITDA 
generated by restaurants.
Further information on these key metrics is provided in the 
Chief Executive Officer’s review of operations and the Group 
Finance Director’s report.
Internal control
The Board is responsible for the Group’s system of internal 
control and for reviewing its effectiveness. In accordance with 
guidance for directors “Internal Control: Guidance for 
Directors on the Combined Code” (the “Turnbull Guidance”), 
the Board has ensured that there is an ongoing process for 
reviewing the effectiveness of the system of internal control 
including identifying, evaluating and managing the significant 
risks faced by the Group. This process, which is regularly 
reviewed by the Board, is carried out in conjunction with 
business planning and is documented in a risk register that 
has been progressively enhanced during the financial year 
and up to the date of approval of the Annual Report and 
Accounts. Whilst acknowledging its overall responsibility for 
the system of internal control, the Board is aware that the 
system is designed to manage rather than eliminate the risk  
of failure to achieve business objectives and can only provide 
reasonable, but not absolute, assurance against material 
misstatement or loss.
The Group has well-established procedures which have been 
developed over many years which meet the requirements of 
the Turnbull Guidance. A key control procedure is the 
day-to-day involvement of executive members of the Board  
in all aspects of the business and their attendance at regular 
management meetings at which performance against plan 
and business prospects are reviewed. The Group has 
established a monthly executive management meeting where 
the three executive Directors, senior operational managers 
and head of functional departments review Group 
performance and issues affecting the Group. Additionally,  
the Board seeks to continually strengthen the internal control 
system where this is consistent with improving the relationship 
between risk and reward. The Group’s associate company, 
Living Ventures Restaurants Group Limited, does not fall 
under the same internal controls as the Group. The internal 
controls within the associate are discussed with management 
of that company during shareholder meetings and are 
considered to be appropriate for an entity of its size.
Other key features and the processes for reviewing 
effectiveness of the internal control system are  
described below: 
f f Terms of reference for the Board and its sub-committees, 
including a schedule of matters reserved for the Board and 
an agreed annual programme of fixed agenda items for 
Board approval;
f f An established organisational structure with clear lines  
of responsibility and rigorous reporting requirements; 
f f Operational performance and operational matters are 
considered at monthly meetings of the executive Directors 
with senior management. Financial performance is 
monitored and action taken through weekly reporting to 
the executive Directors and monthly reporting to the Board 
against annual budgets approved by the Board;
f f Capital investment is regulated by a budgetary process 
and authorisation levels, with appraisals and post-
investment reviews;
f f Comprehensive policy manuals setting out agreed 
standards and control procedures. These include human 
resources related policies, information technology and 
health and safety. The Group employs a firm of external 
auditors to monitor restaurants on a regular basis for 
compliance with statutory and internal health and safety 
requirements; and
f f An internal audit function headed by an experienced 
internal auditor has access to all areas of the Company 
and Group’s business and reports into the Board. 24 The Restaurant Group plc Annual Report 2011
Report of the Directors
(continued)
Statement of Directors’ responsibilities in relation  
to the accounts
The Directors are responsible for preparing the Annual 
Report, Directors’ remuneration report and the financial 
statements in accordance with applicable law and 
regulations. Company law requires the directors to prepare 
financial statements for each financial year. Under that law  
the directors are required to prepare the Group financial 
statements in accordance with International Financial 
Reporting Standards (“IFRSs”) as adopted by the European 
Union and Article 4 of the IAS Regulation and have chosen  
to prepare the parent company financial statements in 
accordance with United Kingdom Generally Accepted 
Accounting Practice (United Kingdom Accounting Standards 
and applicable law). Under company law the directors must 
not approve the accounts unless they are satisfied that they 
give a true and fair view of the state of affairs of the company 
and of the profit or loss of the company for that period.
In preparing the Group financial statements, International 
Accounting Standard 1 requires that Directors: 
f f properly select and apply accounting policies; 
f f present information, including accounting policies, in a 
manner that provides relevant, reliable, comparable and 
understandable information;
f f provide additional disclosures when compliance with the 
specific requirements in IFRSs are insufficient to enable 
users to understand the impact of particular transactions, 
other events and conditions on the entity’s financial 
position and financial performance; and
f f make an assessment of the company’s ability to continue 
as a going concern.
In preparing the parent company financial statements, the 
Directors are required to:
f f select suitable accounting policies and then apply them 
consistently;
f f make judgements and accounting estimates that are 
reasonable and prudent;
f f state whether applicable UK Accounting Standards have 
been followed; and
f f 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’s transactions and disclose with reasonable 
accuracy at any time the financial position of the company 
and enable them to ensure that the parent company financial 
statements comply with the Companies Act 2006. They are 
also responsible for safeguarding the assets of the company 
and hence for taking reasonable steps for the prevention and 
detection of fraud and other irregularities. 
The Directors are responsible for the maintenance and 
integrity of the corporate and financial information included on 
the company’s website. Legislation in the United Kingdom 
governing the preparation and dissemination of financial 
statements may differ from legislation in other jurisdictions.
Information provided to auditor
Each of the current Directors have taken all the steps that 
they ought to have taken to make themselves aware of any 
relevant information needed by the Company’s auditors for 
the purpose of their audit and to establish that the auditor is 
aware of that information. The Directors are not aware of any 
relevant information of which the auditor is unaware. This 
information is given and should be interpreted in accordance 
with the provisions of s418 of the Companies Act 2006.
Going concern
As referred to in the Chief Executive Officer’s review of 
operations there continue to be significant economic 
concerns facing the United Kingdom and consumer-facing 
industries in particular. The Group Finance Director’s report 
contains a summary of the cash flows and borrowing position 
of the Group.
Further information on the Group’s policies for capital risk 
management and financial risk management are set out 
below. Potential risk factors and uncertainties that could 
affect the business are listed above.
The Group is highly cash generative, as explained in the 
Group Finance Director’s report, and enjoys negative working 
capital as it generally does not give credit to its customers. 
During the year the Group renegotiated its banking facility 
and a new £140m rolling facility was entered into. This facility 
expires in October 2016. At 1 January 2012 the Group had 
net debt of £41.6m (2 January 2011: £46.9m).
Based on the Group’s plans for 2012 and after making 
enquiries (including preparation of reasonable trading 
forecasts, consideration of current financing arrangements 
and current headroom for liquidity and covenant compliance), 
the Directors have a reasonable expectation that the Group 
has adequate resources to continue operations for the 
foreseeable future. For this reason they continue to adopt the 
going concern basis in preparing the financial statements.
Capital risk management
The Group manages its capital to ensure that it will be able to 
continue as a going concern while looking to maximise returns 
to shareholders. The capital structure of the Group consists of 
equity (comprising issued share capital, reserves and retained 
earnings), debt, finance leases and cash and cash equivalents. 
The Group monitors its capital structure on a regular basis 
through cash flow projections and consideration of the cost of 
financing its capital. In October 2011 the Group completed a 
refinancing exercise. As part of this the Group has externally 
imposed borrowing requirements. The Group has a £140m 
revolving facility in place until October 2016 and a £10m 
overdraft facility. Under the terms of the £140m revolving facility 
the Group is required to comply with its financing covenants 
whereby net interest charges must be covered at least four 
times by EBITDA and net debt must not exceed three times 
EBITDA. The margin (on interest rates) applied to the revolving 
facility is dependent on the ratio of net debt to EBITDA. The 
banking facility covenants are tested twice annually and are 
monitored on a regular basis. The Group remained within its 
banking facility covenant limits throughout 2011. The Restaurant Group plc Annual Report 2011 25 
Introduction Business review Governance Financial statements
Financial risk management
The Board of The Restaurant Group plc regularly reviews the 
financial requirements of the Group and the risks associated 
therewith. The Group does not use complex financial 
instruments, and where financial instruments are used it is for 
reducing interest rate risk. The Group does not use derivative 
financial instruments for trading purposes. Group operations 
are primarily financed from retained earnings and bank 
borrowings (including an overdraft facility). 
In addition to the primary financial instruments, the Group 
also has other financial instruments such as debtors, 
prepayments, trade creditors and accruals that arise directly 
from the Group’s operations. Further information is provided 
in note 23 to the accounts.
Effective from 16 January 2009, the Group entered into two 
interest rate swaps: a two year interest rate swap for a notional 
amount of £20m at a rate of 2.70% (plus margin) and a three 
year interest rate swap for a notional amount of £20m at a rate 
of 2.975% (plus margin). On 9 February 2011 the three year 
swap was terminated on a payment of £0.4m. On 17 January 
2011 the two year swap expired. The Group’s exposure to 
interest rate rises will continue to be monitored and the use of 
interest rate swaps may be considered in the future.
After the impact of the interest rate swaps, the average rate  
of interest charged during the year on the Group’s debt was 
1.87% (2010: 2.81%), and the average year-end rate was 
2.02% (2010: 2.98%). On 2011 results, net interest was 
covered 35.8 times (2010: 21.9 times) by profit before tax, 
interest and non-trading items. Based on year end debt and 
profits for 2011, a 1% rise in interest rates would reduce profits 
before tax and non-trading items by 0.9% (2010: 0.2%) and 
interest cover would reduce to 27 .3 times (2010: 21.1 times).
At 1 January 2012 the Group had gross borrowings attracting 
interest (including overdraft) of £53.0m (2010: £50.0m) and 
cash balances of £10.2m (2010: £2.7m).
Creditor payment policy
The Company’s policy is to agree the terms of payments with 
its suppliers as and when a trading relationship is established. 
The Company ensures that the terms of payment are clear 
and its policy is to abide by the agreed terms, provided the 
supplier meets its obligations. 
At 1 January 2012 the Company had no trade creditors. The 
Group had an average of 39 days (2010: 42 days) purchases 
outstanding in trade creditors.
Donations
No donations for political purposes have been directly made 
by the Company during the year. Charitable events, fund 
raising and sponsorship are organised by restaurants for 
organisations in their locality as described in the corporate 
responsibility report on pages 26 to 29.
Annual General Meeting
A separate Circular is included with the mailing of the Annual 
Report to shareholders setting out the resolutions to be voted 
on at the Annual General Meeting, which is to take place at 
11am on 17 May 2012 at the offices of Maclay Murray & 
Spens LLP, One London Wall, London EC2Y 5AB.
The Board believes that the proposed resolutions to be put to 
the shareholders at the Annual General Meeting are in the best 
interests of shareholders and, accordingly, recommends that 
shareholders vote in favour of the resolutions, as the Directors 
intend to do in respect of their own beneficial shareholdings in 
the Company.
Auditor
Deloitte LLP have expressed their willingness to continue  
as auditor and a resolution will be proposed at the Annual 
General Meeting for their reappointment.
Directors’ responsibilities statement
The Directors confirm that to the best of their knowledge:
1.  the financial statements, prepared in accordance with the 
applicable accounting standards, give a true and fair view 
of the assets, liabilities, financial position and profit of the 
Company and Group; and
2.  the Chairman’s statement, Chief Executive Officer’s review 
of operations, Group Finance Director’s report and report 
of the Directors include a fair review of the development 
and performance of the business and the position of the 
Company and Group, together with a description of the 
principal risks and uncertainties faced.
By Order of the Board,
Robert Morgan
Company Secretary
29 February 2012
  26 The Restaurant Group plc Annual Report 2011
Corporate responsibility report
The Restaurant Group plc (“TRG” or “the Group”) 
acknowledges that it has a significant role to play with regard 
to the community and wider environment in which it operates. 
This statement sets out the principal areas of focus and 
activity that the Group has undertaken to date, and what the 
Group is looking at for future development, in managing its 
impact on customers, employees, communities and the wider 
environment.
This is split into five sections:
f f Our market – the area of business that our strategy  
is focused on.
f f Our people – the Group’s policies and actions towards  
our 10,000 employees.
f f Our communities – how TRG interacts with those 
communities from which our customers and employees 
are drawn.
f f Our environment – the impact of TRG on the wider 
environment, and how we are seeking to reduce this.
f f Our shareholders – those that have invested capital in the 
development of The Restaurant Group plc, and to whom the 
Directors and management of the Group are accountable.
Our market
The Restaurant Group plc has focused its attention on 
markets in the United Kingdom which have significant growth 
potential. For a number of years, dining out has been a 
growing market, and, partially as a result of this, there has 
been an increased focus from customers and regulatory 
authorities on health issues relating to our sector. We have 
seen initiatives on alcohol, food (in particular on calorie 
consumption and fat and salt content) and smoking over 
recent years and these are set to continue to be a focus.
It is important that the Group continues to monitor closely these 
developments and ensure that we offer our customers a broad 
range of choice in our restaurants, including healthy options.
Healthy eating
In 2011, The Restaurant Group became a partner of the 
Public Health Responsibility Deal (“the Responsibility Deal”), 
launched by the Department of Health. The Responsibility 
Deal has been established to tap into the potential for 
businesses and other organisations to improve public health 
through their influence over food, alcohol, physical activity 
and health in the workplace.
TRG is currently committed to three pledges within the 
Responsibility Deal:
f f We have removed all added trans fats from our products;
f f We will use our local presence to encourage children and 
adults to become more active;
f f We commit to ensuring effective action is taken in all 
premises to reduce and prevent under-age sales of alcohol 
(primarily through rigorous application of Challenge 21 and 
Challenge 25).
Being a Responsibility Deal partner means that TRG is 
required to monitor and provide regular updates to the 
Department of Health with regard to the actions we are taking 
to fulfil our commitments within the pledge. The Group is also 
working on initiatives which will enable its brands to commit 
to the Salt Pledge and Fruit and Vegetable Pledge.
2011 has also seen the launch of “lighter options” within 
TRG’s core brand menus. This has involved the development 
of recipes which deliver a dish that has specific calorie 
contents. For example the Frankie & Benny’s main menu 
contains a range of main course dishes containing 650 
calories or less, with starters and desserts containing 300 
calories or less. The aim of these dishes is to provide a guide 
for guests who are actively monitoring their calorie intake or 
who are simply conscious of the calories that they consume 
on a daily basis. 
Healthy eating is a personal responsibility but TRG 
acknowledges that as a provider of food and drink we have  
a role to play in providing appropriate options from which 
individuals may choose when they eat out. TRG strongly 
believes that we should offer our guests choices on the 
menu. Whilst we do not wish to be prescriptive we aim to 
provide a healthy choice at each menu point, alongside more 
indulgent options. For many people dining out is a treat, and 
therefore the normal restrictions which may be applied to 
healthy eating on a day-to-day basis are waived in favour of 
enjoyment and experience. For example, whilst completing 
the weekly shop a consumer may choose chocolate fudge 
cake for their weekend dessert as opposed to a piece of fruit 
during the week.
Other initiatives
Our steaks and burgers are principally supplied from 
producers in the UK and Ireland and we have taken significant 
steps to reduce our “food miles”. This process will continue 
into 2012, with a focus on improving our supply chain 
efficiency and reducing the number of deliveries, and therefore 
food miles, to our restaurants. Our Concessions business use 
only free range eggs and our pubs source locally where 
possible, supporting local producers and brewers.
TRG is a member of the Supplier Ethical Data Exchange 
(“SEDEX”), which facilitates measurement and improvement 
in ethical business practices across the supply chain; 123 of 
our food suppliers and 35 other (non-food) suppliers provide 
information describing their procedures and practices to the 
Group via SEDEX. 
As in previous years, there continue to be no known 
genetically modified foods in any product the Group uses and 
new suppliers are required to confirm that they will not 
provide the Group with such products. We are also working 
with our suppliers to target and remove the “Southampton 
Institute” colourings that can cause hyperactivity in children 
and this will remain an ongoing focus during 2012. The Restaurant Group plc Annual Report 2011 27 
Introduction Business review Governance Financial statements
Drink aware
All our restaurants operate an “Challenge 21” policy, whereby 
we will ask for proof of identification to anyone who appears 
to be under 21. We also participate in the “Challenge 25” 
policy in Scotland. We also do not permit the sale of alcohol 
to under 18’s, even if the alcohol is for consumption with  
a meal. All of our restaurants offer a wide range of non-
alcoholic drinks including fruit juices, carbonates, minerals 
and non-alcoholic cocktails and tap water is available for 
customers free of charge. 
Smoking
From 1 July 2007 we have complied fully with the legislation 
throughout the United Kingdom which has banned smoking 
in public areas.
Our people
The most important asset any company can have is its 
people. At The Restaurant Group plc we strive to nurture our 
individuals to build great teams. Anyone has the potential to 
develop within our company and we endeavour to give them 
the tools and knowledge to encourage this. This is the key to 
any successful business and our team is one of which we are 
especially proud.
Our “Managers in Training” scheme continues to identify  
and develop talent and 2012 will see the roll out of a new 
Management Development initiative. Such schemes are a key 
feature of the Group’s succession planning strategy and are 
therefore designed to equip managers with the skills they 
need to develop their careers at the next level and to ensure 
TRG remains their employer of choice over the long-term.
2011 also saw the first intake under TRG’s graduate 
recruitment scheme in which new graduates will learn and 
develop skills from some of the best operators in the industry 
with a view to a fast-track career in restaurant management.
We employ over 10,000 people and continue to increase this 
number as we expand our business.
The Group opened a further 25 restaurants during 2011 and 
created over 500 jobs for local communities in the process. 
Our policies ensure that we offer equal rights regardless of 
age, colour, gender, sexual orientation, disability or religion 
and the diversity of our people reflects the diversity of the 
customers we serve.
This gives us a group of employees able to meet the 
challenges our market presents. We have a fair and open 
recruitment process with clear terms of employment and we 
have developed a new website (www.therestaurantgroup.
jobs) to allow easier access to available jobs for potential 
employees across our Group. All staff are provided with a 
contract of employment and copies of our staff handbook 
along with other policies to ensure everyone is aware of our 
rules, expectations and procedures, including grievance and 
disciplinary issues. 
The Group has an ethical dealings policy in place which 
incorporates a strict prohibition on bribery and corruption in 
compliance with the Bribery Act 2010. The Group also has  
a defined termination policy, should this be required.
Our focus on ensuring the recruitment of our teams complies 
with current legislation continues. With the UK Border Agency 
instigating regular visits to employers to check the validity of 
our employees’ rights to work in the UK we have instigated 
robust measures to prevent the possibility of TRG 
contravening the rules.
The Restaurant Group plc pays all of its employees at least 
the national minimum wage and does not utilise tips in any 
form to make up this rate. All gratuities are paid to the 
employees, with credit card tips attracting only the usual  
tax deductions but, unlike some of our competitors, no 
administration fee is taken by the company.
The Group allocates considerable resources to provide high 
quality training to our teams. Training begins on the first day 
and is an ongoing process of development and support. Our 
training team is fully qualified and delivers high quality courses, 
as well as guiding new and established team members 
throughout their development. 
With our portfolio of sites it is vital that our communication is  
of a very high standard. Each day branch staff are given team 
briefings; weekly meetings for staff and management are held; 
and weekly communications packs are issued from head office 
to each brand. Our senior managers are out in the business 
extensively and interact daily with their branch management 
and team members to ensure full two-way communication is 
present throughout the business.
The health and safety of our customers and employees is of 
paramount importance. The Group has extensive procedures 
to ensure we mitigate risks to our guests and teams as far as 
possible. We have very clear procedures and standards in 
place, and to enforce these we employ external auditors to 
perform a rolling programme of independent safety audits 
and carry out benchmarking of our restaurants. We have also 
significantly increased the level of training in health and safety 
matters across the Group in recent years to further enhance 
the clean, safe environment for our customers and staff. 28 The Restaurant Group plc Annual Report 2011
Corporate responsibility report
(continued)
Our communities
Active involvement in the local communities around our 
restaurants and pub restaurants is important to the Group. 
Whilst we operate successful national brands our focus is  
on local community marketing, whether this is for Frankie & 
Benny’s, with over 200 restaurants, or the individual pub at 
the heart of a village community. TRG supports staff 
fundraising activities at a brand and local level.
During 2011 we engaged in a number of local and national 
charitable events:
The Frankie & Benny’s teams across the country supported  
a number of regional charities. In Scotland we raised over 
£75,000 with CHAS (children’s hospices in Scotland). In the 
Midlands we raised £10,000 for CLIC Sargent, a children’s 
cancer charity. At a national level Frankie & Benny’s 
supported BBC’s Children In Need in 2011 and raised over 
£125,000. Money was raised from customers and staff 
through local events, raffles and theme and fancy dress 
nights as well the “Pudsey Pizza” competition which ran during 
the summer. A campaign was rolled out through traditional 
and online channels asking children to submit a recipe for  
a Children In Need Pudsey Pizza. All submissions were 
reviewed and four regional winners were selected. The 
winners all received a family holiday to Disneyland Paris and 
their pizzas were sold through the restaurants in the run-up  
to the big Children In Need event in November 2011. £1 for 
every Pudsey Pizza sold was donated to the charity with 
almost £8,000 being raised in total through this initiative.
Frankie & Benny’s continues its initiative to support local 
junior sports teams across the country, providing new sports 
kit for more than 160 local teams in 2011.
Chiquito teams raised over £6,500 in 2011 for Casa Alianza,  
a homeless children’s charity in Mexico. Monies were raised 
through local events and activities during April and May within 
the brand’s Fiesta of all Fiesta’s campaign. 
Our pubs undertake a number of fund-raising initiatives  
for local charities in their communities.
Following success with English Heritage’s Best UK Pub 
Refurbishment in 2009 for Sutton Hall in Macclesfield, Brunning 
& Price undertook the redevelopment of an abandoned Grade 
1 listed building, Old Hall in Sandbach, which has stood since 
1656. The building had been derelict for a number of years and 
a local campaign group, the Sandbach Old Hall Action Group 
(“SOHAG”) had been founded to try and prevent a further 
deterioration of the historic site. Following extensive planning 
and regulatory considerations Brunning & Price acquired the 
Old Hall in October 2009 with a view to transform it into a 
successful pub. The project to restore the Hall was a significant 
undertaking given the level of disrepair it had fallen into including 
securing the foundations of the building and relaying by hand of 
around 300 tons of stone slabs to rebuild the roof. In July 201 1 
the Old Hall was finally re-opened to the public and is now a 
focal point in the local community. We are delighted that 
following the opening of the pub, SOHAG have changed their 
name to the Sandbach Old Hall Appreciation Group.
We are proud of our Frankie & Benny’s Schools Programme 
which supports the Primary Key Stages Curriculum. This 
encourages primary school classes to visit their local Frankie & 
Benny’s restaurant to learn about the restaurant business, food 
hygiene and health and safety, and to have the opportunity to 
make and bake their own pizzas. During 2011 we held 
approximately 1,100 such visits across the country – over 
27 ,000 pupils visited Frankie & Benny’s as part of this initiative.
Our environment
During 2011 we have continued with the Group’s commitment 
to minimising its impact on the environment, as part of which 
we appointed a dedicated Group Energy and Environmental 
Manager. Not only are the attitudes and expectations of our 
customers changing over time but we recognise that the 
Group’s activities impact the natural environment, most 
significantly with regard to energy consumption (and carbon 
emissions), water consumption and the creation and removal 
of waste. Innovative regulatory mechanisms are being 
introduced that may in future create a direct link between 
environmental outcomes and financial benefits or penalties.
In 2011 we concluded a successful trial of energy efficient 
lighting systems and roll out has begun across the estate 
which we anticipate will lead to significant reductions in both 
energy use and running costs.
TRG is proud to have achieved the Carbon Saver Gold 
Standard in January 2012 in recognition of the Group’s 
sustained reductions in energy use over the last three years.  The Restaurant Group plc Annual Report 2011 29 
Introduction Business review Governance Financial statements
We have a multi-disciplinary team working on further reducing 
our energy consumption through operational practices and 
staff awareness, premises design and the improved use of 
technology to monitor and control our use of energy, water 
and waste. We use external specialist advisers to assist in 
developing and monitoring our initiatives. 
We recognise that lasting change in energy consumption by 
the Group requires changes in behaviour for our whole team. 
The provision of accurate and timely management information 
covering energy consumption is an essential tool supporting 
the change. A web-based energy-information portal to provide 
consumption data to restaurants and our operators has been 
developed in association with our energy consultants and 
allows us to target more inefficient sites and challenge our 
teams through league tables to improve their energy efficiency.
We have also launched an energy saving campaign to all 
sites, providing information to help our staff drive energy 
efficiency. By February 2012 we had installed automated 
meter readers to supplement half-hourly monitoring of 
electricity supplies at 99% of our eligible restaurants in 
Frankie & Benny’s, Chiquito and Garfunkel’s, and 98%  
of available sites for gas supplies.
We have installed an equipment monitoring system in  
one Frankie & Benny’s restaurant to allow us to monitor all 
electrical equipment on a half hourly basis and test out new 
energy saving replacement equipment. This has already led 
to changes in the equipment that is installed in a standard 
Frankie & Benny’s and during 2012 we will monitor the 
savings in energy consumption from this restaurant. We are 
continuing our work external advisers to develop further 
environmental efficiencies in our building design and 
equipment used in our operations.
New build sites now include heat recovery systems, energy 
saving lighting and low energy hand dryers. We continue to 
review the energy performance of all sites with a view to 
including energy and financially efficient equipment in other 
new restaurants.
Reducing the resources we use and the waste we generate  
is also a key objective for the Group. In 2011:
f f We recycled over 750,000 litres of used cooking oil (an 
increase of around 100,000 litres from 2010); waste oil  
is re-used at a bio-diesel production facility;
f f We reduced carbon dioxide emissions by over 1,400 
tonnes, the equivalent of taking almost 700 cars of the road;
f f We diverted almost 4,450 tons of waste from landfill;
f f We have initiated mixed recycling at over 85% of our 
businesses where we control the collection; and
f f We have food recycling trials in place and results are being 
monitored closely to develop efficiencies and reduce waste.
Our shareholders
The Group has had a clear strategy since 2001 – to deliver 
value for shareholders by focusing on sectors within the 
eating out market that offer high barriers to entry, where we 
can generate sustainable and growing cash flows and which 
offer high returns on investment. This has led the Group to 
focus investment into the edge and out of town leisure 
locations, rural and semi-rural pubs and our Concessions 
business, which operates principally on airports.
The Group has had a progressive dividend policy and has 
had a strong track record of growing profits and dividends  
for shareholders. The Chairman’s statement, Chief Executive 
Officer’s review of operations and Group Finance Director’s 
report provide further detail on the Group’s strategy, 
performance during 2011 and prospects for the Group. 30 The Restaurant Group plc Annual Report 2011
Directors’ remuneration report
Introduction
This report has been prepared in accordance with Schedule 
8 of the Accounting Regulations under the Companies Act 
2006. The report also meets the relevant requirements of  
the Listing Rules of the Financial Services Authority and 
describes how the Board has applied the Principles of Good 
Governance relating to Directors’ remuneration in the UK 
Corporate Governance Code (“the Code”). As required by  
the Regulations, a resolution to approve the report will be 
proposed at the Annual General Meeting of the Company  
at which the financial statements are subject to approval.
The Act requires the auditor to report to the Company’s 
members on the part of the Directors’ remuneration report 
subject to audit and to state whether, in their opinion, that 
part of the report has been properly prepared in accordance 
with Schedule 8 of the Accounting Regulations under the 
Companies Act 2006. The report has therefore been divided 
into separate sections for audited and unaudited information.
Unaudited information
Remuneration Committee
The Company has established a Remuneration Committee 
(“the Committee”) which is constituted in accordance with  
the recommendations of the Code. The members of the 
Committee during the year were Tony Hughes and Simon 
Cloke, who were independent non-executive Directors. The 
Committee is chaired by Tony Hughes.
None of the Committee has any personal financial interest in 
the Company (other than as shareholders). The Committee 
makes recommendations to the Board. No Director plays a 
part in any discussion about his own remuneration. In 
determining the other executive Directors’ remuneration  
for the year the Committee consulted Alan Jackson (non-
executive Chairman) about its proposals.
New Bridge Street (appointed independent advisers who 
provided no other services to the Group during the year) 
provided advice to the Committee, encompassing all 
elements of the remuneration packages.
The Remuneration Committee carried out a full review of the 
remuneration policy for executive Directors during 2010. The 
objective of the review was to ensure that the Group has a 
remuneration framework in place to attract, retain and 
incentivise a high calibre of senior management who can 
direct the business and deliver the Group’s core objective  
of growth in shareholder value by building a business that  
is capable of delivering long-term, sustainable and growing 
cash flows. This objective has remained in place for the 
deliberations of the Committee during 2011.
To achieve this objective, executive Directors and senior 
management receive remuneration packages with elements 
of fixed and variable pay. Fixed pay elements (basic salary, 
pension arrangements and other benefits) are set at a level to 
recognise the experience, contribution and responsibilities of 
the individuals and to take into consideration the level of 
remuneration available from a range of the Group’s broader 
competitors. Variable pay elements (annual bonuses and 
Long-Term Incentive Plans (“LTIPs”)) are set at a level to 
incentivise executive Directors and senior management to 
deliver outstanding performance in line with the Group’s 
strategic objectives. The balance of the potential 
remuneration package available for executive Directors  
is weighted towards variable pay elements, which have 
stretching performance targets attached to them.
Financial performance measures (profit before tax, earnings 
per share (“EPS”) and Total Shareholder Return (“TSR”)) are 
used as the key performance indicators. The Group’s KPI’s, 
as set out on page 23 in the report of the Directors, 
contribute to the delivery of profit before tax, EPS and TSR.
TSR is a clear indicator of the relative success of the Group in 
delivering shareholder value and, as a performance measure, 
firmly aligns the interests of Directors and shareholders. In 
2008 the Remuneration Committee made a one-off decision 
to base the LTIP award for that year entirely on TSR compared 
with the comparator group of UK listed Travel and Leisure 
companies (excluding airlines). Over the three year period 
since the award was made, The Restaurant Group plc was 
ranked number one in the comparator group for TSR.
Set out below are the four main elements of the remuneration 
package for executive Directors:
f f Basic annual salary and benefits;
f f Annual bonus payments;
f f Long-Term Incentive Plan (“LTIP”) awards; and
f f Pension arrangements.
Basic salary
An executive Director’s basic salary is determined by the 
Committee prior to the beginning of each year and when an 
individual changes position or responsibility. In deciding 
appropriate levels, the Committee considers the Group as a 
whole and by reference to remuneration levels at other 
companies in the leisure and hospitality sectors. The average 
increase for managerial and administrative employees was 
3.6% for 2011. 
Basic salary
2011
£
2012
£
Andrew Page 558,000 590,000
Stephen Critoph 270,000 278,000
Trish Corzine 240,000 247,500
Mr Page’s salary reflects his outstanding leadership and 
ongoing contribution to the success of the Group’s 
development and recognises the importance of continuity 
and retention of a highly regarded CEO in a competitive and 
challenging market. Mr Page did not receive a salary increase 
in 2009 and in 2010 and 2011 his base salary increased at a 
level below that of the average for the Group.
In addition to basic salary, the executive Directors receive 
pension contributions and certain benefits-in-kind, principally 
a car (or car allowance), and health and life insurance.  The Restaurant Group plc Annual Report 2011 31 
Introduction Business review Governance Financial statements
Annual bonus payments
The annual bonus is based on the achievement of stretching 
targets based on Group profit before tax and certain personal 
objectives. Performance targets are set annually as part of 
the budgeting process and performance is reviewed against 
those targets at the end of the financial year. Following a 
policy review of the remuneration packages available to 
executive Directors in 2010, the maximum bonus that was 
payable in respect of performance in 2011 was 150% of basic 
salary for the Chief Executive Officer, 125% of basic salary for 
the Group Finance Director and 100% of basic salary for the 
Executive Director, Concessions.
Despite a record level of profit before tax of £60.3m being 
achieved by the Group in 2011, the stretch target for the 
payment of maximum bonuses was not achieved and a bonus 
pay-out ratio of 86% of maximum bonus for the three 
executive Directors was payable. The 2011 budget for profit 
before tax had been set significantly ahead of the comparable 
reported profit before tax achieved in 2010 and the stretch 
element required to achieve the maximum bonus was set at a 
level for profit before tax £3.5m higher than the 2011 budgeted 
profit before tax. Actual bonus payments in respect of 2011 
are presented in the emoluments table on page 33. The 
annual bonus for 2012 has again had challenging performance 
measures set (on the same performance basis as 2011, again 
with stretching profit before tax targets) and the Remuneration 
Committee has determined that, for 15 senior managers 
(including executive Directors) within the Group, an additional 
10% of maximum bonus may be payable providing the Group 
achieves a very challenging additional stretch target. Bonuses 
payable in excess of 100% of salary are to be deferred into 
shares (forming part of the Matching Award of the Long Term 
Incentive Plan, as described below). There is a clawback 
provision in place for bonus payments.
Long-term incentives
The Company operates the 2005 Long-Term Incentive Plan 
(“LTIP” or “Plan”), and the 2003 Save As You Earn (“SAYE”) 
Scheme under which awards may be granted to executive 
Directors. 
Long-Term Incentive Plan
The 2005 LTIP (as amended by an ordinary resolution of  
the shareholders in 2011) is the primary long-term incentive 
scheme of the Company. Under the Plan, individuals may 
receive an award of conditional free shares (“Conditional 
Awards”) with a face value at grant of up to 150% of salary  
per annum, vesting three years after grant subject to 
performance conditions and continued employment.  
In addition, the Plan has the flexibility to grant conditional 
awards on a matching basis, pro rata to the number of  
shares purchased via the annual bonus (“Matching Awards”). 
Matching Awards may be granted over shares worth up to 
50% of basic salary per annum. 
The total LTIP opportunity is therefore 200% of basic salary, 
subject to 50% of basic salary being invested into the 
matching plan. For awards made in 2011, Conditional Award 
levels were set at 150% of basic salary for the Chief Executive 
Officer and 100% of salary for the Group Finance Director 
and the Executive Director, Concessions, and Matching 
Award levels were up to 50% of basic salary for all three 
individuals. Awards continue to be structured with a 
combination of total shareholder return (“TSR”) and earnings 
per share (“EPS”) performance conditions. 
For awards to be made in March 2012, the level of Conditional 
Awards and Matching Awards will be calculated on the same 
basis for the executive Directors. The performance conditions 
will be as follows:
f f The performance condition attached to 50% of the 
Conditional Awards and Matching Awards will require 
average annual EPS growth over the three year period of 
the award of between RPI plus 4% to RPI plus 10% per 
annum for between 30% and 100% of this part of the 
award to vest (i.e. between 15% and 50% of the total 
award).
f f The performance condition attached to the other 50%  
of the Conditional Awards and Matching Awards will be 
based on TSR performance measured against the 
constituents of the FTSE Travel & Leisure Index (excluding 
airlines) over a single three year period. 
f f Awards will vest on a straight line basis between minimum 
and maximum thresholds.
The combination of EPS and TSR performance conditions 
provides a balance between rewarding management for growth 
in sustainable profitability and stock market outperformance. 
The EPS target range will require growth from the current 
all-time high level of profitability and the TSR condition will  
be based from a strong recent share price performance. 
Performance against the TSR and EPS targets will be 
independently calculated and reviewed by the Committee.
By way of example, for the award made in March 2011, the 
base EPS was 19.95p (being the audited adjusted EPS for 
the year ending 2 January 2011). Assuming RPI for the three 
years is 4% per annum this will require EPS of 29.6p in 2013 
in order for the EPS element of the award made in March 
2011 to vest in full. This represents an increase of 48% in the 
three year performance measurement period from the base 
start period. For awards made in 2012, the EPS component 
will be based off an all-time high of 21.86p.
A clawback provision was added to the LTIP during the year.
Pension arrangements
Executive Directors have individual pension arrangements in 
the form of personal pension plans. The Company makes a 
contribution of 20% of basic salary for the Chief Executive 
Officer and Group Finance Director and 10% of salary for  
the Executive Director, Concessions towards funding each 
executive Director’s pension plan. To the extent that this 
funding exceeds the relevant current HMRC limit, the surplus 
may be paid as a salary supplement. There are no unfunded 
pension promises or similar arrangement for Directors.  32 The Restaurant Group plc Annual Report 2011
Directors’ remuneration report
(continued)
Shareholding guidelines 
The Company operates shareholding guidelines for executive 
Directors, linked to the out-turn of the Plan. At the time 
Conditional and Matching Awards vest under the Plan (or  
any other executive plan established in the future), there is a 
requirement to retain no fewer than 50% of the shares, net of 
taxes, vesting under an LTIP award until a shareholding with a 
market value (calculated by reference to purchase price) in line 
with the policy is achieved. Shareholding requirements are set 
at 200% of basic salary in respect of the Chief Executive 
Officer, 150% in respect of the Group Finance Director and 
100% of basic salary for the Executive Director, Concessions. 
SAYE Scheme
The Company also operates an SAYE Share Option Scheme 
for eligible employees under which options may be granted  
at a discount of up to 20% of market value. Under the terms 
of the SAYE scheme, the eligible employees are able to 
purchase shares under a three year savings contract.  
Awards under the SAYE scheme were made in 2008 and 
2010 to eligible employees and Directors and it is planned  
to make a further award to eligible participants (including 
executive Directors) in 2012. 
Performance graph
As required by the Regulations, the graph below compares 
the Company’s TSR performance with the FTSE 350 Travel 
and Leisure Share Index for each of the past five years. The 
FTSE 350 Travel & Leisure Share Index has been selected for 
this comparison because it is the index most relevant to 
gauging the Company’s relative performance. This graph 
shows the value, by 31 December 2011, of £100 invested in 
The Restaurant Group plc on 31 December 2006 compared 
with the value of £100 invested in the FTSE All-Share Index 
and the FTSE 350 Travel and Leisure Share Index.
Directors’ contracts
It is the Company’s policy that executive Directors should have 
contracts with an indefinite term providing for a maximum of 
one year’s notice. However, it may occasionally be necessary 
to offer longer initial notice periods to new Directors. All 
executive Directors have contracts which are subject to one 
year’s notice by either party. In the event of early termination 
(including following a change of control in the Company), the 
Directors’ contracts provide for compensation in line with their 
contractual notice period. The details of the executive 
Directors’ contracts are summarised in the table below:
Date of contract Notice period
Andrew Page 28 August 2002 1 year
Stephen Critoph 7 July 2004 1 year
Trish Corzine 31 March 2003 1 year
Appointments outside the Group
Executive Directors are entitled to accept appointments 
outside the Company or Group and there is no requirement 
for Directors to remit any fees to The Restaurant Group plc. 
Andrew Page is a non-executive director of Arena Leisure plc 
and received fees as a non-executive director of Arena 
Leisure plc of £51,000 in 2011 (2010: £50,000).
Non-executive Directors
Letters of appointment for the non-executive Directors were 
each set for an initial three year period (thereafter renewable 
for periods of three years). They are required to submit 
themselves for re-election every year. The non-executive 
Directors’ appointments were made as follows:
Date of
appointment as
non-executive
Director Notice period
Alan Jackson* 9 November 2005 1 year
Tony Hughes 1 January 2008 Nil
Simon Cloke 26 March 2010 Nil
*  Alan Jackson was previously Executive Chairman of the Company, and was 
appointed in March 2001. From 1 January 2006 he has held the position of 
non-executive Chairman.
All non-executive Directors have specific terms of 
engagement and their remuneration (with the exception of 
Alan Jackson) is determined by the Board based on a review 
of fees paid to non-executive Directors of similar companies 
and reflects the time commitment and responsibilities of each 
role. The basic fee paid to the non-executive Directors 
(excluding Alan Jackson) in the year was £50,000 (2010: 
£50,000) (pro-rated by tenure of service). Alan Jackson’s fee, 
which is set by the Remuneration Committee, was £300,000 
(2010: £300,000). For 2012, fees to the non-executive 
Directors have been increased by 3%, in line with the average 
salary increase to employees. Alan Jackson will receive a fee 
of £309,000 per annum and Tony Hughes and Simon Cloke 
will receive a fee of £51,500 per annum.
Source: Thomson Reuters
The Restaurant Group
FTSE All-Share index
FTSE 350 Travel & Leisure index
Value (£)
31 Dec 06 30 Dec 07 28 Dec 08 27 Dec 09 02 Jan 11 01 Jan 12
0
25
50
75
100
125
150 The Restaurant Group plc Annual Report 2011 33 
Introduction Business review Governance Financial statements
Audited information
Aggregated Directors’ remuneration
The total amounts for Directors’ remuneration were as follows:
2011 2010
Executive
£’000
Non-executive
£’000
Total
£’000
Total
£’000
Emoluments 2,338 431 2,769 2,536
Money purchase pension contributions 186 – 186 156
2,524 431 2,955 2,692
(a) Emoluments
(i) Executive
2011 2010
Basic salary
£’000
Bonus
£’000
Benefits
in kind
£’000
Total
£’000
Total
£’000
Andrew Page 558 720 27 1,305 1,115
Stephen Critoph 270 290 15 575 503
Trish Corzine 240 206 12 458 478
1,068 1,216 54 2,338 2,096
(ii) Non-executive
2011 2010
Fees
£’000
Benefits
in kind
£’000
Total
£’000
Total
£’000
Alan Jackson 300 29 329 330
Tony Hughes 50 1 51 51
Simon Cloke 50 1 51 38
John Jackson – – – 21
400 31 431 440
(b) Pension schemes
The executive Directors are members of money purchase schemes. Where an executive Director’s entitlement to a 
contribution exceeds the allowable limit set by HMRC, a salary supplement may be payable up to but not exceeding the level 
of entitlement. Contributions paid as pension contributions or salary supplements by the Group in respect of the executive 
Directors were as follows:
2011
£’000
2010
£’000
Andrew Page 112 109
Stephen Critoph 50 24
Trish Corzine 24 23
186 156 34 The Restaurant Group plc Annual Report 2011
Directors’ remuneration report
(continued)
Long-term incentives
Aggregate emoluments disclosed above do not include any amounts for the long-term incentives granted to or held by the 
Directors. The policy for long-term incentives is described earlier in this report and the table below sets out the outstanding 
awards held by executive Directors.
Name of Director Scheme
At
2 January
2011 Granted Lapsed Exercised
At
1 January
2012
Exercise
price
Date
from which
exercisable
Expiry
date
Alan Jackson 2003 100,000 – – (100,000) – 134.4p 4.4.2008 4.4.2015
Andrew Page 2003 100,000 – – – 100,000 134.4p 4.4.2008 4.4.2015
2008 SAYE 7,680 – – (7,680) – 125.0p 1.6.2011 1.12.2011
LTIP (1) 645,689 – (56,499) (589,190) – – 9.3.2011 9.9.2011
LTIP (2) 90,084 – (15,765) (74,319) – – 9.3.2011 9.9.2011
LTIP (3) 780,208 – – – 780,208 – 5.3.2012 5.9.2012
LTIP (4) 111,457 – – – 111,457 – 5.3.2012 5.9.2012
LTIP (5) 264,878 – – – 264,878 –
Publication of
2012 results
6 months
after vesting
LTIP (6) 97,865 – – – 97,865 –
Publication of
2012 results
6 months
after vesting
LTIP (7) – 284,790 – – 284,790 –
Publication of
2013 results
6 months
after vesting
LTIP (8) – 94,930 – – 94,930 –
Publication of
2013 results
6 months
after vesting
Stephen Critoph LTIP (1) 248,275 – (21,725) (226,550) – – 9.3.2011 9.9.2011
LTIP (2) 58,188 – (10,183) (48,005) – – 9.3.2011 9.9.2011
LTIP (3) 300,000 – – – 300,000 – 5.3.2012 5.9.2012
LTIP (4) 75,000 – – – 75,000 – 5.3.2012 5.9.2012
LTIP (5) 118,780 – – – 118,780 –
Publication of
2012 results
6 months
after vesting
LTIP (6) 43,902 – – – 43,902 –
Publication of
2012 results
6 months
after vesting
2010 SAYE 4,932 – – – 4,932 – 1.6.2013 1.12.2011
LTIP (7) – 91,867 – – 91,867 –
Publication of
2013 results
6 months
after vesting
LTIP (8) – 45,933 – – 45,933 –
Publication of
2013 results
6 months
after vesting
Trish Corzine LTIP (1) 237,931 – (20,820) (217,111) – – 9.3.2011 9.9.2011
LTIP (2) 54,310 – (9,504) (44,806) – – 9.3.2011 9.9.2011
LTIP (3) 287,500 – – – 287,500 – 5.3.2012 5.9.2012
LTIP (4) 71,874 – – – 71,874 – 5.3.2012 5.9.2012
2008 SAYE 7,680 – – (7,680) – 125.0p 1.6.2011 1.12.2011
LTIP (5) 113,902 – – – 113,902 –
Publication of
2012 results
6 months
after vesting
LTIP (6) 42,073 – – – 42,073 –
Publication of
2012 results
6 months
after vesting
LTIP (7) – 81,660 – – 81,660 –
Publication of
2013 results
6 months
after vesting
LTIP (8) – 40,830 – – 40,830 –
Publication of
2013 results
6 months
after vesting
LTIP (1) – Conditional Awards: Vesting of 50% of these awards was based on EPS growth of the 2010 results compared with the 2007 results and 50% based 
on TSR performance over the three financial years to 31 December 2010. The RPI+4%-10% p.a. EPS growth range was achieved partially and 82.5% of the 
EPS part of the award vested. For the TSR performance condition the performance of the Group was in the upper quartile, and in accordance with the scheme 
rules the condition was achieved in full with 100% vesting of this part of the award.
LTIP (2) – Matching Awards: Vesting was based on EPS growth of the 2010 results compared with the 2007 results. The RPI+4%-10% p.a. EPS growth range 
was achieved partially and 82.5% of the award vested.
LTIP (3) – Conditional Awards and LTIP (4) – Matching Awards: Vesting is based on TSR performance of the Group against a comparator group comprising the 
FTSE 350 Travel and Leisure Sector (excluding airlines) over the three years from 1 March 2009, with 30% of the award vesting at median performance and full 
vesting for top quartile performance. As at 29 February 2012, the Group is the highest ranked company in the comparator group over the performance period 
and the award will vest in full. The Restaurant Group plc Annual Report 2011 35 
Introduction Business review Governance Financial statements
LTIP (5) – Conditional Awards: Vesting of 50% of the award is based on TSR performance of the Group against a comparator group comprising the FTSE 350 
Travel and Leisure Sector (excluding airlines) over the three years from 2009 to 2012, with 30% of this part of the award vesting at median performance and full 
vesting of this part of the award for top quartile performance. The remaining 50% of the award is based on EPS growth of the 2012 results compared with the 
2009 results, with a requirement for average annual growth of between RPI+4% and RPI+10% p.a..
LTIP (6) – Matching Awards: Vesting is based on EPS growth of the 2012 results compared with the 2009 results, with a requirement for average annual growth 
of between RPI+4% and RPI+10% p.a..
LTIP (7) – Conditional Awards: Vesting of 50% of the award is based on TSR performance of the Group against a comparator group comprising the FTSE 350 
Travel and Leisure Sector (excluding airlines) over the three years from 2010 to 2013, with 30% of this part of the award vesting at median performance and full 
vesting of this part of the award for top quartile performance. The remaining 50% of the award is based on EPS growth of the 2013 results compared with the 
2010 results, with a requirement for average annual growth of between RPI+4% and RPI+10% p.a..
LTIP (8) – Matching Awards: Vesting is based on EPS growth of the 2013 results compared with the 2010 results, with a requirement for average annual growth 
of between RPI+4% and RPI+10% p.a..
During 2011 certain Directors exercised options under the 2003 options scheme, Long-Term Incentive Plan and SAYE 
scheme that had vested. Details of these transactions during 2011 are detailed below:
Name of Director Scheme
Number
of options
exercised
Exercise
price
Market price
at date of
exercise
Gain on
exercise
before tax
(£’000)
Alan Jackson 2003 scheme 100,000 134.4p 302.75p 168
Andrew Page LTIP 663,509 – 302.75p 2,009
SAYE 7,680 125.0p 296.0p 13
Stephen Critoph LTIP 274,555 – 302.75p 831
Trish Corzine LTIP 261,917 – 295.74p 775
SAYE 7,680 125.0p 296.0p 13
For comparative information, during 2010 the following exercises of shares were made by Directors:
Name of Director Scheme
Number
of options
exercised
Exercise
price
Market price
at date of
exercise
Gain on
exercise
before tax
(£’000)
Alan Jackson One-off 200,000 45.0p 215.3p 341
2003 scheme 178,114 67.4p 224.5p 280
2003 scheme 200,000 97.7p 224.5p 254
2003 scheme 150,000 134.4p 230.0p 143
Andrew Page 2003 scheme 200,000 97.7p 226.0p 257
2003 scheme 127,679 134.4p 226.0p 117
LTIP 157,704 – 226.0p 356
Stephen Critoph 2003 scheme 235,000 97.7p 215.3p 276
2003 scheme 50,000 134.4p 215.3p 40
LTIP 76,496 – 215.0p 164
Trish Corzine LTIP 70,846 – 215.0p 152
2003 scheme 100,000 97.7p 230.0p 132
2003 scheme 90,000 134.4p 230.0p 86
Approval
This report was approved by the Board of Directors on 29 February 2012 and signed on its behalf by:
Tony Hughes
Chairman of the Remuneration Committee 36 The Restaurant Group plc Annual Report 2011
Audit Committee report
This report sets out the work carried out by the Audit Committee of the Board with reference to the UK Corporate 
Governance Code and associated best practice guidance issue by the Financial Reporting Council (“FRC”).
Audit Committee composition
The Audit Committee is appointed by the Board and comprises independent non-executive Directors of the Company.  
The Committee is chaired by Simon Cloke, who has significant financial experience gained as a Managing Director within 
HSBC Bank’s Corporate Sector Group. Tony Hughes is also a member of the Committee. 
The Code recommends that audit committees be comprised of at least two independent non-executive directors in the case 
of smaller companies (defined as those outside the FTSE 350) or at least three for companies with a premium listing, such  
as The Restaurant Group plc. During 2011 the Audit Committee was comprised of two independent non-executive directors. 
The Board continues to review the composition of the Audit Committee to ensure that it remains proportionate to the task  
and provides sufficient scrutiny of risk management and internal and external controls.
The Committee regularly invites the external auditor, the Chairman of the Board, the Chief Executive Officer and the Group 
Finance Director to its meetings. The Company Secretary attends the meetings and is secretary to the Committee. 
Discussions are held in private when appropriate.
Responsibilities of the Audit Committee
The responsibilities of the Audit Committee are set out in its terms of reference and the principal matters are to: 
f f provide additional assurance regarding the integrity, quality and reliability of financial information used by the Board and in 
financial statements issued to shareholders and the public;
f f review the Company’s internal procedures for control and compliance with regard to financial reporting to satisfy itself that 
these are adequate and effective;
f f review the principles, policies and practices adopted in the preparation of the Group’s financial statements to ensure they 
comply with statutory requirements and generally accepted accounting principles;
f f receive reports from the Group’s external auditor concerning external announcements, in particular the Annual Report and 
Accounts and the Interim Report;
f f develop and oversee the Company’s policy regarding the engagement of external auditors, review the independence of the 
external auditor, review the provision of non-audit services provided by the external auditor and review remuneration paid 
to the external auditor; and
f f consider any other matter that is brought to its attention by the Board or the external auditor.
The Board as a whole reviews the risks facing the Group, and the processes on mitigating those risks, on a regular and formal 
basis. The Board also reviews the work carried out by the Internal Audit function.
Audit Committee frequency
The Committee meets at least twice a year. Two meetings of the Committee were held during 2011 with full attendance.
Audit Committee process
The Committee discharges its responsibilities, as defined in its terms of reference, through Audit Committee meetings during 
the year, at which detailed reports are presented for review. From time to time, the Committee commissions reports from 
external advisers or Company management, either after consideration of the Company’s major risks or in response to 
developing issues. The Committee has the opportunity to meet privately with the external auditor at least twice a year and 
liaises with Company management in considering areas for review.
During the year, the Committee considered the following matters:
f f interim and full year financial results. As part of this review the Committee received reports from the external auditor  
on their audit of the Annual Report and Accounts and their review of the Interim Results;
f f the scope and cost of the external audit;
f f the external auditor’s interim and full year reports;
f f non-audit work carried out by the external auditor in accordance with the Committee’s policy to ensure the safeguard  
of audit independence, in particular with reference to the work undertaken by Deloitte LLP in respect of the refinancing 
exercise carried out in 2011;
f f the proposed change in senior statutory audit partner as the current incumbent will have held office for five years following 
the conclusion of the audit of the 2011 results;
f f the effectiveness of the external auditor and consideration of their reappointment; and
f f the suitability of the Group’s accounting policies and practices. The Restaurant Group plc Annual Report 2011 37 
Introduction Business review Governance Financial statements
The Company’s public financial statements are reviewed by the Committee in advance of their consideration by the Board.
Independence of the external auditors 
The Committee has adopted a policy on the use of the external auditor for non-audit work which is in compliance with the 
Code. The pre-approved services may be summarised as follows:
f f audit related services, including work related to the annual Group financial statements audit, subsidiary audits and local 
statutory accounts; and
f f certain specified tax services, including tax compliance, tax planning and tax advice.
Other work to be carried out by the external auditor is subject to review by the Audit Committee. To fulfil its responsibility 
regarding the independence of the external auditor, the Audit Committee takes into account the following:
f f the external auditor’s plan for the current year, noting the role of the senior statutory audit partner who signs the audit 
report and who, in accordance with professional rules, has not held office for more than five years;
f f the arrangements for day-to-day management of the audit relationship;
f f a report from the external auditor describing their arrangements to identify, report and manage any conflicts of interest;
f f the overall extent of non-audit services provided by the external auditor, in addition to its case-by-case approval of the 
provision of non-audit services by the external auditor; and
f f the past service of the auditor who was first appointed in 2007.
To assess the effectiveness of the external auditor, the Audit Committee takes into account:
f f the arrangements for ensuring the independence and objectivity of the external auditor;
f f the external auditor’s fulfilment of the agreed audit plan; and
f f the robustness and perceptiveness of the auditor in their handling of the key accounting and audit judgements.
During the year Deloitte LLP provided additional services, other than those pre-approved, in the form of providing assistance 
to the Group in relation to its refinancing. A competitive tender process, involving other external financial services firms was 
undertaken prior to Deloitte LLP being appointed to the role and the Committee took into account the expertise offered by 
Deloitte LLP in this area alongside any potential conflict from an audit perspective. The Committee determined that the 
appointment of Deloitte LLP for the services on the refinancing would not cause any impairment of the external auditor’s 
independence.
Overview
As a result of its work during the year, the Audit Committee has concluded that it has acted in accordance with its terms  
of reference. The Committee has reviewed the independence and objectivity of Deloitte LLP as external auditor and 
recommends the re-appointment of Deloitte LLP by shareholders at the Annual General Meeting to be held on 17 May 2012.
On behalf of the Audit Committee,
Simon Cloke
29 February 2012 38 The Restaurant Group plc Annual Report 2011
Independent auditor’s report
to the members of The Restaurant Group plc
We have audited the Group financial statements of The 
Restaurant Group plc for the 52 weeks ended 1 January 2012 
which comprise the consolidated income statement, the 
consolidated statement of comprehensive income, the 
consolidated statement of changes in equity, the consolidated 
balance sheet, the consolidated cash flow statement and the 
related notes 1 to 27 . The financial reporting framework that 
has been applied in their preparation is applicable law and 
International Financial Reporting Standards (“IFRSs”) as 
adopted by the European Union. 
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 Directors’ responsibilities 
statement, the Directors are responsible for the preparation of 
the Group 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 Group 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 Ethical Standards 
for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and 
disclosures in the financial statements sufficient to give 
reasonable assurance that the financial statements are free 
from material misstatement, whether caused by fraud or 
error. This includes an assessment of: whether the 
accounting policies are appropriate to the group’s 
circumstances and have been consistently applied and 
adequately disclosed; the reasonableness of significant 
accounting estimates made by the directors; and the overall 
presentation of the financial statements. In addition, we read 
all the financial and non-financial information in the annual 
report to identify material inconsistencies with the audited 
financial statements. If we become aware of any apparent 
material misstatements or inconsistencies we consider the 
implications for our report.
Opinion on financial statements
In our opinion the Group financial statements:
f f give a true and fair view of the state of the Group’s affairs 
as at 1 January 2012 and of its profit for the 52 week 
period then ended;
f f have been properly prepared in accordance with IFRSs  
as adopted by the European Union; and
f f have been prepared in accordance with the requirements 
of the Companies Act 2006 and Article 4 of the IAS 
Regulation.
Opinion on other matter prescribed  
by the Companies Act 2006
In our opinion the information given in the report of the 
Directors for the financial year for which the Group financial 
statements are prepared is consistent with the Group 
financial statements.
Matters on which we are required  
to report by exception
We have nothing to report in respect of the following:
Under the Companies Act 2006 we are required to report  
to you if, in our opinion:
f f certain disclosures of Directors’ remuneration specified  
by law are not made; or
f f we have not received all the information and explanations 
we require for our audit.
Under the Listing Rules we are required to review:
f f the Directors’ statement, contained within the report  
of the Directors, in relation to going concern; 
f f the part of the Corporate Governance Statement relating 
to the Company’s compliance with the nine provisions  
of the UK Corporate Governance Code specified for  
our review; and
f f certain elements of the report to shareholders by the 
Board on Directors’ remuneration.
Other matter
We have reported separately on the parent company financial 
statements of The Restaurant Group plc for the 52 week 
period ended 1 January 2012 and on the information in the 
Directors’ remuneration report that is described as having 
been audited.
Timothy Steel (Senior statutory auditor)
for and on behalf of Deloitte LLP
Chartered Accountants and Statutory Auditor
London, United Kingdom
29 February 2012 The Restaurant Group plc Annual Report 2011 39 
Introduction Business review Governance Financial statements
Accounting policies for  
the consolidated accounts
Significant accounting policies
The Restaurant Group plc (the “Company”) is a company 
incorporated and registered in Scotland. The consolidated 
financial statements of the Company for the year ended 
1 January 2012 comprise the Company and its subsidiaries 
(together referred to as the “Group”) and the Group’s interest 
in its associate. 
(a) Statement of compliance
The consolidated financial statements have been prepared in 
accordance with International Financial Reporting Standards 
(“IFRSs”) and its interpretations adopted by the International 
Accounting Standards Board (“IASB”) and as adopted by the 
European Union. 
(b) Going concern basis
The consolidated financial statements have been prepared on 
a going concern basis as, after making appropriate enquires, 
the Directors have a reasonable expectation that the Group 
has adequate resources to continue in operational existence 
for the foreseeable future at the time of approving the financial 
statements. The principal risks and uncertainties facing the 
Group and further comments on going concern are set out in 
the report of the Directors on pages 18 to 25.
(c) Basis of preparation
The accounting year runs to a Sunday within seven days of  
31 December each year which will be a 52 or 53 week period. 
The financial statements are presented in sterling, rounded  
to the nearest thousand. They have been prepared on the 
historical cost basis except derivative financial instruments 
which are held at their fair value. Non-current assets and 
assets held for sale are stated at the lower of carrying amount 
and fair value less costs to sell. 
The preparation of financial statements in conformity with IFRS 
requires management to make judgements, estimates and 
assumptions that affect the application of policies and reported 
amounts of assets and liabilities, income and expenses. The 
estimates and associated assumptions are based on historical 
experience and various other factors that are believed to be 
reasonable under the circumstances, the results of which form 
the basis of making the judgments about carrying values of 
assets and liabilities that are not readily apparent from other 
sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed  
on an ongoing basis. Revisions to accounting estimates are 
recognised in the period in which the estimate is revised if the 
revision affects only that period, or in the period of the revision 
and future periods if the revision affects both current and 
future periods.
Change in accounting policies
In the current financial year, the Group has adopted 
International Accounting Standard 24 (amended) “Related 
Party Disclosures” and Improvements to IFRSs (May 2010). 
There has been no impact on the consolidated financial 
statements on adoption of these standards.
Future accounting policies
At the date of authorisation of these financial statements, the 
following Standards and Interpretations which have not been 
applied in these financial statements were in issue but not 
yet effective (and in some cases had not yet been adopted 
by the EU):
f f IFRS 1 (amended)  Severe Hyperinflation and 
Removal of Fixed Dates for 
First-time Adopters
f f IFRS 7 (amended)   Disclosures – Transfers of 
Financial Assets
f f IFRS 9   Financial Instruments
f f IFRS 10    Consolidated Financial 
Statements
f f IFRS 11  Joint Arrangements
f f IFRS 12    Disclosure of Interests  
in Other Entities
f f IFRS 13  Fair Value Measurement
f f IAS 1 (amended)  Presentation of Items of Other 
Comprehensive Income
f f IAS 12 (amended)  Deferred Tax: Recovery of 
Underlying Assets
f f IAS 19 (revised)  Employee Benefits
f f IAS 27 (revised)  Separate Financial Statements
f f IAS 28 (revised)   Investments in Associates and 
Joint Ventures
The Directors do not expect that the adoption of the 
standards listed above will have a material impact on the 
financial statements of the Group in future periods.
(d) Basis of consolidation
(i) Subsidiaries
Subsidiaries are entities controlled by the Company. Control 
exists when the Company has the power, directly or indirectly, 
to govern the financial and operating policies of an entity so 
as to obtain benefits from its activities. In assessing control, 
potential voting rights that presently are exercisable or 
convertible are taken into account, regardless of 
management’s intention to exercise that option or warrant. 
The financial statements of subsidiaries are included in the 
consolidated financial statements from the date that control 
commences until the date that control ceases. 40 The Restaurant Group plc Annual Report 2011
Accounting policies for  
the consolidated accounts
(continued)
(ii) Associates
Associates are those entities in which the Group has 
significant influence, but not control, over the financial and 
operating policies. The consolidated financial statements 
include the Group’s share of the total recognised gains and 
losses of associates on an equity accounted basis, from the 
date that significant influence commences until the date that 
significant influence ceases. When the Group’s share of 
losses exceeds its interest in an associate, the Group’s 
carrying amount would be reduced to £nil and recognition  
of further losses is discontinued except to the extent that the 
Group has incurred legal or constructive obligations or made 
payments on behalf of an associate.
(iii) Transactions eliminated on consolidation
Intragroup balances and any gains and losses or income and 
expenses arising from intragroup transactions are eliminated 
in preparing the consolidated financial statements. Unrealised 
gains arising from transactions with associates are eliminated 
to the extent of the Group’s interest in the entity. Unrealised 
losses are eliminated in the same way as unrealised gains, 
but only to the extent that there is no evidence of impairment.
(e) Foreign currency
Assets and liabilities in foreign currencies are translated into 
sterling at the rates of exchange ruling at the date of the 
balance sheet. Transactions in foreign currencies are 
translated into sterling at the rate of exchange at the date of 
the transaction. The profit and loss accounts for overseas 
operations are translated at the average rate of exchange for 
the periods covered by the accounts. Exchange differences 
that relate to the net equity investment in overseas activities 
are taken directly to reserves. 
(f) Derivative financial instruments
The Group uses derivative financial instruments, where 
appropriate, to hedge its exposure to interest rate risks arising 
from operational, financing and investment activities. In 
accordance with its treasury policy, the Group does not hold 
or issue derivative financial instruments for trading purposes. 
However, derivatives that do not qualify for hedge accounting 
are accounted for as trading instruments.
Derivative financial instruments are recognised initially at cost. 
Subsequent to initial recognition, derivative financial instruments 
are stated at fair value. The gain or loss on remeasurement to 
fair value is recognised immediately in the income statement. 
However, where derivatives qualify for hedge accounting, 
recognition of any resultant gain or loss depends on the nature 
of the item being hedged. The Group does not currently hold 
any derivative financial instruments.
The fair value of interest rate swaps is the estimated amount 
that the Group would receive or pay to terminate the swap at 
the balance sheet date, taking into account current interest 
rates and the current creditworthiness of the swap 
counterparties.
(g) Property, plant and equipment
Items of property, plant and equipment are stated at cost less 
accumulated depreciation (see below) and impairment losses 
(see accounting policy l). 
Where parts of an item of property, plant and equipment have 
different useful lives, they are accounted for as separate items 
of property, plant and equipment.
Leases in which the Group assumes substantially all the risks 
and rewards of ownership are classified as finance leases.  
The owner-occupied properties (excluding land element) 
acquired by way of finance leases are stated at an amount 
equal to the lower of their fair value and the present value of 
the minimum lease payments at inception of the lease, less 
accumulated depreciation (see below) and impairment losses 
(see accounting policy l). Lease payments are accounted for 
as described in accounting policy s.
Subsequent costs
The Group recognises in the carrying amount of an item of 
property, plant and equipment the cost of replacing part of 
such an item when that cost is incurred if it is probable that 
the future economic benefits embodied with the item will flow 
to the Group and the cost of the item can be measured 
reliably. All other costs are recognised in the income 
statement as an expense as incurred.
Depreciation
Depreciation is charged to the income statement on a 
straight-line basis over the estimated useful lives of each part 
of an item of property, plant and equipment. The estimated 
useful lives are as follows:
Freehold land Indefinite
Freehold buildings  50 years
Long and short leasehold property   Term of lease or 50 years, 
whichever is lower
Fixtures and equipment  3–10 years
Motor vehicles  4 years
Computer equipment  3–5 years
(h) Intangible assets – Goodwill
All business combinations are accounted for by applying  
the acquisition method. Goodwill represents amounts arising 
on acquisition of subsidiaries, associates and joint ventures.  
In respect of business acquisitions that have occurred since 
1 January 2004, goodwill represents the difference between 
the cost of the acquisition and the fair value of the net 
identifiable assets acquired.
The classification and accounting treatment of business 
combinations that occurred prior to 1 January 2004 has not 
been reconsidered in preparing the Group’s opening IFRS 
balance sheet at 1 January 2004. The Restaurant Group plc Annual Report 2011 41 
Introduction Business review Governance Financial statements
Goodwill is stated at cost less any accumulated impairment 
losses. Goodwill is allocated to cash generating units and is 
formally tested bi-annually for impairment (see accounting 
policy l). In respect of associates, the carrying amount of 
goodwill is included in the carrying amount of the investment 
in the associate.
Any excess of fair value of net assets over consideration on 
acquisition are recognised directly in the income statement.
(i) Trade and other receivables
Trade and other receivables are stated at their cost less 
impairment losses (see accounting policy l).
(j) Stock
Stock is stated at the lower of cost and net realisable value. 
Net realisable value is the estimated selling price in the 
ordinary course of business, less the estimated costs of 
completion and selling expenses.
(k) Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call 
deposits. Bank overdrafts that are repayable on demand and 
form an integral part of the Group’s cash management are 
included as a component of cash and cash equivalents for 
the purpose of the statement of cash flows.
(l) Impairment
The carrying amounts of the Group’s assets are reviewed at 
each balance sheet date to determine whether there is any 
indication of impairment. 
For property, plant and equipment, the carrying value of each 
cash generating unit (“CGU”) is compared to its estimated value 
in use. Value in use calculations are based on discounted cash 
flows over the remaining useful life of the CGU (between 2 and 
50 years). The discount rate used is the rate believed by the 
Board to reflect the risks associated with each CGU. 
Impairment losses are recognised in the income statement.
For goodwill and assets that have an indefinite useful life, the 
recoverable amount is estimated at each balance sheet date. 
An impairment loss is recognised whenever the carrying 
amount of an asset or its cash generating unit exceeds its 
recoverable amount. Impairment losses are recognised in  
the income statement and are not subsequently reversed.
(m) Share-based payment transactions
The share option programme allows Group employees to 
acquire shares of the Company and all options are equity-
settled. The fair value of options granted is recognised as an 
employee expense with a corresponding increase in equity. 
The fair value is measured at grant date and spread over the 
period during which the employees become unconditionally 
entitled to the options. The fair value of the options granted is 
measured using a Stochastic model, taking into account the 
terms and conditions upon which the options were granted. 
The amount recognised as an expense is adjusted to reflect 
the actual number of share options that vest except where 
forfeiture is only due to market based conditions not 
achieving the threshold for vesting.
(n) Provisions
A provision is recognised in the balance sheet when the 
Group has a present legal or constructive obligation as a result 
of a past event, and it is probable that an outflow of economic 
benefits will be required to settle the obligation. If the effect is 
material, provisions are determined by discounting the 
expected future cash flows at a pre-tax rate that reflects 
current market assessments of the time value of money  
and, where appropriate, the risks specific to the liability.
(o) Deferred and current tax
Corporation tax payable is provided on the taxable profit at  
the current rate. Deferred tax is recognised in respect of all 
temporary differences that have originated but not reversed at 
the balance sheet date, except to the extent that the deferred 
tax arises from the initial recognition of goodwill. Temporary 
differences are differences between the carrying amount of 
the Group’s assets and liabilities and their tax base.
Deferred tax is measured at the tax rates that are expected  
to apply in the periods in which the temporary differences are 
expected to reverse based on tax rates and laws that are 
enacted, or substantively enacted, by the balance sheet date. 
Deferred tax is measured on a non-discounted basis.
(p) Pensions
The Group makes contributions for selected employees into 
defined contribution pension plans and these contributions are 
charged to the income statement as they become payable. 
The Group does not operate any defined benefit plans.
(q) Onerous contracts
A provision for onerous contracts is recognised when the 
expected benefits to be derived by the Group from a contract 
are lower than the unavoidable cost of meeting its obligations 
under the contract. 42 The Restaurant Group plc Annual Report 2011
Accounting policies for  
the consolidated accounts
(continued)
(r) Revenue
Revenue represents amounts received and receivable for 
services and goods provided (excluding value added tax  
and voluntary gratuities left by customers for the benefit of 
employees) and is recognised at the point of sale.
(s) Expenses
(i) Operating lease payments
Payments made under operating leases are recognised in the 
income statement on a straight-line basis over the term of the 
lease. Incentives to enter into an operating lease are also spread 
on a straight-line basis over the lease term as a reduction in 
rental expense.
(ii) Finance lease payments
Minimum lease payments are apportioned between the 
finance charge and the reduction of the outstanding liability. 
The finance charge is allocated to each period during the 
lease term so as to produce a constant periodic rate of 
interest on the remaining balance of the liability.
(iii) Pre-opening expenses
Property rentals and related costs incurred up to the date  
of opening of a new restaurant are written off to the income 
statement in the period in which they are incurred. Promotional 
and training costs are written off to the income statement in 
the period in which they are incurred.
(iv) Borrowing costs
Debt is stated net of borrowing costs which are spread  
over the term of the loan. All other borrowings costs are 
recognised in the income statement in the period in which 
they are incurred.
(t) Dividend policy
In accordance with IAS 10 “Events after the Balance Sheet 
Date”, dividends declared after the balance sheet date are not 
recognised as a liability at that balance sheet date, and are 
recognised in the financial statements when they have 
received approval by shareholders.
Critical accounting judgements and key sources  
of estimation and uncertainty
In the process of applying the Group’s accounting policies  
as described above, management has made a number of 
judgements and estimations of which the following are the 
most significant:
a) Impairment of carrying value of associate
The investment in Living Ventures Restaurants Group Limited 
and the loan note of £10.4m receivable from a subsidiary of 
that company were fully provided against in the years ended 
30 December 2007 and 31 December 2006. Following a 
review of the trading performance of the company, the 
Directors have concluded that this treatment is appropriate 
and no adjustment has been made in either the current or  
the previous year. Further details are provided in note 12.
b) Impairment of goodwill and property, plant  
and equipment
The Group formally determines whether property, plant and 
equipment and goodwill are impaired on a bi-annual basis. 
This requires the Group to determine the lowest level of 
assets which generate largely independent cash flows (cash 
generating units or “CGU”) and to estimate of the value in use 
of these assets or CGUs; and compare these to their carrying 
value. Cash generating units are deemed to be individual 
units, a collection of units or a brand depending on the nature 
of the trading environment in which they operate. Calculating 
the value in use requires the Group to make an estimate of 
the future cash flows of each CGU and to choose a suitable 
discount rate in order to calculate the present value of those 
cash flows. The discount rate used in the year ended 
1 January 2011 for all CGU was based on the Group’s 
weighted average cost of capital of 8.4% (year ended 
2 January 2001: 9.5%) as the Directors believe there are 
broadly equal risks associated with each CGU. No 
impairment is required in the year ended 1 January 2012. The Restaurant Group plc Annual Report 2011 43 
Introduction Business review Governance Financial statements
52 weeks ended 1 January 2012 53 weeks ended 2 January 2011
Note
Trading
business
£’000
Non-
trading
£’000
Total
£’000
Trading
business
£’000
Non-
trading
£’000
Total
£’000
Revenue 2 487,114 – 487,114 465,704 – 465,704
Cost of sales:
Excluding pre-opening costs 3 (397,782) (7,544) (405,326) (379,268) – (379,268)
Pre-opening costs 3 (1,948) – (1,948) (1,591) – (1,591)
(399,730) (7,544) (407,274) (380,859) – (380,859)
Gross profit / (loss) 87,384 (7,544) 79,840 84,845 – 84,845
Administration costs (23,962) (192) (24,154) (24,054) – (24,054)
Share-based payments (2,237) – (2,237) (2,235) – (2,235)
Trading profit / (loss) 61,185 (7,736) 53,449 58,556 – 58,556
Loss on disposal of  
 fixed assets 4 – (4,169) (4,169) – – –
Earnings before interest, 
 tax, depreciation and 
 amortisation: 89,741 (8,405) 81,336 85,806 – 85,806
Depreciation (28,556) (3,500) (32,056) (27,250) – (27,250)
Operating profit / (loss) 61,185 (11,905) 49,280 58,556 – 58,556
Interest payable 6 (1,818) 230 (1,588) (2,788) 596 (2,192)
Interest receivable 6 916 – 916 114 – 114
Profit / (loss) on ordinary 
 activities before tax 60,283 (11,675) 48,608 55,882 596 56,478
Tax on profit / (loss) from 
 ordinary activities 7 (16,575) 2,344 (14,231) (16,186) (167) (16,353)
Profit / (loss) for the year 43,708 (9,331) 34,377 39,696 429 40,125
Earnings per share (pence)
Basic 8 21.86 17.19 19.95 20.16
Diluted 8 21.84 17.18 19.90 20.11
Dividend per share (pence)
1
9 10.50 9.00
1
  The dividend per share of 10.50p is the interim and proposed final dividend in respect of 2011 (9.00p is the interim and final dividend  
in respect of 2010).
Consolidated income statement 44 The Restaurant Group plc Annual Report 2011
Consolidated statement  
of comprehensive income
52 weeks
ended
1 January
2012
£’000
53 weeks
ended
2 January
2011
£’000
Profit for the year 34,377 40,125
Exchange differences on translation of foreign operations (488) (5)
Total comprehensive income for the year 33,889 40,120 The Restaurant Group plc Annual Report 2011 45 
Introduction Business review Governance Financial statements
Share
capital
£’000
Share
premium
£’000
Foreign
currency
translation
reserve
£’000
Other
reserves
£’000
Retained
earnings
£’000
Total
£’000
Balance at 3 January 2011 56,101 23,234 488 (6,302) 71,192 144,713
Profit for the year – – – – 34,377 34,377
Exchange differences on translation of foreign  
 operations – – (488) – – (488)
Total comprehensive income for the year – – (488) – 34,377 33,889
Issue of new shares 218 748 – – – 966
Dividends – – – – (22,337) (22,337)
Share-based payments – credit to equity – – – 2,237 – 2,237
Employee benefit trust – purchase of shares – – – (3,050) – (3,050)
Current tax on share-based payments  
 taken directly to equity – – – – 1,178 1,178
Deferred tax on share-based payments  
 taken directly to equity – – – – (314) (314)
Balance at 1 January 2012 56,319 23,982 – (7,115) 84,096 157,282
Balance at 28 December 2009 55,568 21,867 493 (7,104) 45,108 115,932
Profit for the year – – – – 40,125 40,125
Exchange differences on translation  
 of foreign operations – – (5) – – (5)
Total comprehensive income for the year – – (5) – 40,125 40,120
Issue of new shares 533 1,367 – – – 1,900
Dividends – – – – (15,706) (15,706)
Share-based payments – credit to equity – – – 2,235 – 2,235
Employee benefit trust – purchase of shares – – – (1,433) – (1,433)
Current tax on share-based payments  
 taken directly to equity – – – – 525 525
Deferred tax on share-based payments  
 taken directly to equity – – – – 1,140 1,140
Balance at 2 January 2011 56,101 23,234 488 (6,302) 71,192 144,713
Consolidated statement  
of changes in equity 46 The Restaurant Group plc Annual Report 2011
Consolidated balance sheet
Note
At
1 January
2012
£’000
At
2 January
2011
£’000
Non-current assets
Intangible assets 10 26,433 26,433
Property, plant and equipment 11 269,141 259,583
295,574 286,016
Current assets
Stock 13 3,925 3,630
Trade and other receivables 14 7,382 5,573
Prepayments 15,158 13,541
Cash and cash equivalents 22 10,242 2,738
36,707 25,482
Total assets 332,281 311,498
Current liabilities
Corporation tax liabilities (8,542) (8,539)
Trade and other payables 15 (87,198) (81,945)
Financial liabilities – derivative financial instruments 23 – (618)
Other payables – finance lease obligations 24 (326) (296)
Provisions 16 (3,282) (602)
(99,348) (92,000)
Net current liabilities (62,641) (66,518)
Non-current liabilities
Long-term borrowings 22 (51,835) (49,662)
Other payables – finance lease obligations 24 (2,806) (2,772)
Deferred tax liabilities 17 (16,733) (19,091)
Provisions 16 (4,277) (3,260)
(75,651) (74,785)
Total liabilities (174,999) (166,785)
Net assets 157,282 144,713
Equity
Share capital 18 56,319 56,101
Share premium 23,982 23,234
Foreign currency translation reserve – 488
Other reserves 19, 20 (7,115) (6,302)
Retained earnings 84,096 71,192
Total equity 157,282 144,713
The financial statements of The Restaurant Group plc (company registration number SC030343) on pages 39 to 66 were 
approved by the Board of Directors and authorised for issue on 29 February 2012 and were signed on its behalf by:
Alan Jackson
Stephen Critoph ACA The Restaurant Group plc Annual Report 2011 47 
Introduction Business review Governance Financial statements
Note
52 weeks
ended
1 January
2012
£’000
53 weeks
ended
2 January
2011
£’000
Operating activities
Cash generated from operations 21 91,745 87,821
Interest received 916 114
Interest paid (1,612) (3,289)
Tax paid (15,722) (17,518)
Net cash flows from operating activities 75,327 67,128
Investing activities
Purchase of property, plant and equipment (43,648) (31,982)
Disposal of fixed assets (2,754) –
Net cash flows used in investing activities (46,402) (31,982)
Financing activities
Net proceeds from issue of ordinary share capital 966 1,900
Employee benefit trust – purchase of shares 19 (3,050) (1,433)
Net proceeds from / (repayments of) loan draw downs 3,000 (20,000)
Dividends paid to shareholders 9 (22,337) (15,706)
Net cash flows used in financing activities (21,421) (35,239)
Net increase / (decrease) in cash and cash equivalents 7,504 (93)
Cash and cash equivalents at the beginning of the year 22 2,738 2,831
Cash and cash equivalents at the end of the year 22 10,242 2,738
Consolidated cash flow statement 48 The Restaurant Group plc Annual Report 2011
Notes to the accounts
For the year ended 1 January 2012
1 Segmental analysis
The Group trades in one business segment (that of operating restaurants) and one geographical segment (being the  
United Kingdom).
The Group previously reported its results in three business segments, Leisure, Concessions and non-core. The Directors  
have concluded that these businesses meet the criteria for aggregation as one reporting segment as they have similar 
economic characteristics.
2 Revenue
2011 2010
Income for the year consists of the following:
Revenue from continuing operations 487,114 465,704
Other income not included within revenue in the income statement:
Rental income 3,583 3,527
Interest income 916 114
Total income for the year 491,613 469,345
3 Profit for the year
2011
£’000
2010
£’000
Cost of sales consists of the following:
Continuing business excluding pre-opening costs 397,782 379,268
Pre-opening costs 1,948 1,591
Non-trading charge 7,544 –
Total cost of sales for the year 407,274 380,859
2011
£’000
2010
£’000
Profit for the year has been arrived at after charging / (crediting):
 Depreciation and impairment 32,056 27,250
 Purchases 111,015 106,690
 Staff costs (see note 5) 153,048 145,581
Rental income (3,583) (3,527)
 Minimum lease payments 51,012 47,495
 Contingent rents 7,034 7,083
Total operating lease rentals of land and buildings 58,046 54,578
2011
£’000
2010
£’000
Auditor’s remuneration:
 Fees payable to the Company’s auditor for the audit of the Company’s annual accounts 68 66
Fees payable to the Company’s auditor and  
 their associates for other services to the Group
 The audit of the Company’s subsidiaries pursuant to legislation 82 81
Total audit fees 150 147
 Tax services 69 102
 Corporate finance services 195 –
 Other services 37 40
Total non-audit fees 301 142
Total auditor’s remuneration 451 289
Audit fees included in the above total relating to the Company are borne by a subsidiary undertaking. All of the auditor’s 
remuneration in 2011 and 2010 was expensed as administration costs except the £0.2m relating to corporate finance services 
which was incurred as part of the negotiation of the new debt facility and will be amortised over the life of the facility. The Restaurant Group plc Annual Report 2011 49 
Introduction Business review Governance Financial statements
4 Non-trading items
Note
2011
£’000
2010
£’000
Items classified as non-trading within ordinary activities:
Provision for loss on disposal of fixed assets and onerous leases i (7,544) –
Termination costs ii (192) –
 Net book value of disposed fixed assets included within non-trading iii (1,614) –
 Cash paid iii (2,754) –
 Creation of accrual for closure costs iii (313) –
 Transfer of accumulated foreign currency translation iii 512 –
Loss on disposal of fixed assets (4,169) –
Finance credit arising from termination / remeasurement of interest rate swaps iv 230 596
(Loss) / profit on ordinary activities before tax (11,675) 596
Tax credit / (charge) on non-trading items v 2,344 (167)
Total non-trading items after tax (9,331) 429
i)  During the 52 weeks ended 1 January 2012, the Group has recorded a charge of £7.5m for the exit costs of a number of 
sites which do not generate adequate levels of return and for future rental obligations of previously assigned leases that 
have returned to the Group. The £7.5m includes £3.5m fixed asset impairment, £0.1m cash paid for costs incurred and a 
further £3.9m provision for future lease and other costs.
ii)  In the 52 weeks ended 1 January 2012 the Group has recognised a £0.2m non-trading charge for unamortised fees 
relating to its terminated bank facility. For more details, see note 23.
iii)  During the 52 weeks ended 1 January 2012, the Group has disposed of various fixed assets including the three restaurants 
the Group operated in Spain. These closures have resulted in a loss on disposal of fixed assets of £4.2m including £2.8m 
of cash paid in respect of reverse premiums, legal and other costs. 
iv)  The Group has taken a credit of £0.2m (2010: £0.6m credit) in respect of the termination and remeasurement of its interest 
rate swaps. The Group’s only remaining interest rate swap was terminated on payment of £0.4m on 9 February 2011. 
v)  In the 52 weeks ended 1 January 2012, the Group has recognised a non-trading tax credit of £2.3m (2010: £0.2m charge). 50 The Restaurant Group plc Annual Report 2011
Notes to the accounts
(continued)
5 Staff costs and numbers
2011 2010
a) Staff numbers (including executive Directors)
Restaurant staff 10,337 10,257
Administration staff 235 223
10,572 10,480
2011
£’000
2010
£’000
b) Staff costs (including Directors) comprise:
Wages and salaries 140,475 132,900
Social security costs 9,847 9,947
Share-based payments 2,237 2,235
Pension costs 489 499
153,048 145,581
c) Directors’ remuneration
Emoluments 2,769 2,536
Money purchase (and other) pension contributions 186 156
2,955 2,692
Charge in respect of share-based payments 1,223 1,326
4,178 4,018
Further details of the Directors’ emoluments and the executive pension schemes are given in the Directors’ remuneration 
report on pages 30 to 35, of which the information on pages 33 to 35 has been audited.
6 Net finance charges
2011
£’000
2010
£’000
Bank interest payable 1,084 1,978
Other interest payable 375 460
Interest on obligations under finance leases 359 350
Change in fair value of interest rate swaps (230) (596)
Total borrowing costs 1,588 2,192
Bank interest receivable (3) (2)
Other interest receivable (10) (112)
Loan note interest receivable (see note 12) (903) –
Total interest receivable (916) (114)
Net finance charges 672 2,078 The Restaurant Group plc Annual Report 2011 51 
Introduction Business review Governance Financial statements
7 Tax
2011
£’000
2010
£’000
a) The tax charge comprises:
Current tax
 UK corporation tax at 26.5% (2010: 28%) 17,221 17,571
 Adjustments in respect of previous years (318) (288)
16,903 17,283
Deferred tax
 Origination and reversal of timing differences (1,145) (291)
 Adjustments in respect of previous years (56) 142
 Credit in respect of rate change (1,471) (781)
(2,672) (930)
Total tax charge for the year 14,231 16,353
b) Factors affecting the tax charge for the year
The tax charged for the year varies from the standard UK corporation tax rate of 26.5% (2010: 28%) due to the following factors:
2011
£’000
2010
£’000
Profit on ordinary activities before tax 48,608 56,478
Profit on ordinary activities before tax multiplied by the  
 standard UK corporation tax rate of 26.5% (2010: 28%) 12,881 15,814
Effects of:
 Depreciation on non-qualifying assets 1,616 1,642
 Expenses not deductible for tax purposes 113 110
 Loss on disposal of non-qualifying assets 1,466 –
 Credit in respect of rate change on deferred tax liability (1,471) (781)
 Adjustment in respect of previous years (374) (146)
 Other adjustments – (286)
Total tax charge for the year 14,231 16,353
The Finance Act 2011 introduced a reduction in the main rate of corporation tax from 1 April 2011 from 28% to 26% resulting 
in a blended rate of 26.5% being used to calculate the tax liability for the 52 weeks ended 1 January 2012.
The Finance Act 2011 introduced a reduction in the main rate of corporation tax from 26% to 25% effective from 1 April 2012 
and this rate is required to be used in calculating deferred tax provisions at the balance sheet date. The Government has also 
indicated that it intends to enact future reductions in the main corporation tax rate of 1% each year reducing the main tax rate 
down to 23% by April 2014. 
From the previously announced main rate of corporation tax of 27%, the reduction to 25% from 1 April 2012 has resulted in  
a deferred tax credit in the income statement of £1.5m. Of the £1.5m, £0.7m has been reported as non-trading as 1% of the 
total 2% reduction in the 52 weeks ended 1 January 2012 is of a one-off nature and does not reflect the underlying trend in 
tax rate movements. The future 1% main tax rate reductions are expected to have a similar impact on the underlying trading 
tax rate as the current year, however the actual impact will be dependent on the Group’s deferred tax position at that time. 52 The Restaurant Group plc Annual Report 2011
Notes to the accounts
(continued)
8 Earnings per share
2011 2010
a) Basic earnings per share:
Weighted average ordinary shares in issue during the year 199,956,884 199,026,844
Total profit for the year (£’000) 34,377 40,125
Basic earnings per share for the year (pence) 17.19 20.16
Total profit for the year (£’000) 34,377 40,125
Effect of non-trading items on earnings for the year (£’000) 9,331 (429)
Earnings excluding non-trading items (£’000) 43,708 39,696
Adjusted earnings per share (pence) 21.86 19.95
b) Diluted earnings per share:
Weighted average ordinary shares in issue during the year 199,956,884 199,026,844
Dilutive shares to be issued in respect of options granted under the share option schemes 189,903 495,532
200,146,787 199,522,376
Diluted earnings per share (pence) 17.18 20.11
Adjusted diluted earnings per share (pence) 21.84 19.90
The additional non-statutory earnings per share information (where non-trading items, described in note 4, have been added 
back) has been provided as the Directors believe it provides a useful indication as to the underlying performance of the Group.
Diluted earnings per share information is based on adjusting the weighted average number of shares in issue in respect  
of notional share awards made to employees in respect of share option schemes. No adjustment is made to the reported 
earnings for 2011 or 2010.
9 Dividend
2011
£’000
2010
£’000
Amounts recognised as distributions to equity holders during the year:
Second interim dividend for the 53 weeks ended 2 January 2011 of nil (2009: 6.30p) per share – 12,146
Final dividend for the 53 weeks ended 2 January 2011 of 7.46p (2009: 0.30p) per share 14,525 580
Interim dividend for the 52 weeks ended 1 January 2012 of 4.00p (2010: 1.54p) per share 7,812 2,980
Total dividends paid in the year 22,337 15,706
Proposed final dividend for the 52 weeks ended 1 January 2012 of 6.50p  
 (2010 actual proposed and paid: 7.46p) per share 12,695 14,525
The proposed final dividend is subject to approval by shareholders at the Annual General Meeting to be held on 17 May 2012 
and is not recognised as a liability in these financial statements. The proposed final dividend payable reflects the number of 
shares in issue on 1 January 2012, adjusted for the 4.9m shares owned by the employee benefit trust for which dividends 
have been waived. Further details are provided in note 19. The Restaurant Group plc Annual Report 2011 53 
Introduction Business review Governance Financial statements
10 Intangible assets
£’000
Cost and carrying amount
At 28 December 2009 26,241
Additional consideration
1
192
At 2 and 3 January 2011 and 1 January 2012 26,433
1
  The additional consideration represents amounts paid to the previous shareholders of Brunning and Price Limited, as agreed under the 
terms of the purchase agreement, being monies received on outstanding negotiations relating to the pre-acquisition period.
Goodwill arising on business combinations is not amortised but is subject to a bi-annual impairment review, or more 
frequently if events or changes in circumstances indicate that it might be impaired. Therefore, goodwill arising on acquisition  
is monitored and an impairment test is carried out which compares the value in use of each cash generating unit (“CGU”) to 
the carrying value. The goodwill represents amounts arising on the acquisition of Blubeckers Limited and Brunning and Price 
Limited, which now trade as Pub restaurants.
Value in use calculations are based on cash flow forecasts derived from the most recent financial budgets and three year 
business plans approved by the Board. Cash flows are then extrapolated in perpetuity with an annual growth rate of 2%. 
Perpetuity is believed to be reasonable due to the significant proportion of freeholds in the estate and the nature of the 
leasehold properties. The pre-tax discount rate applied to cash flow projections is 8.4% (2010: 9.5%) which is the rate 
believed by the Directors to reflect the risks associated with the CGU.
Since 1 January 1989 the cumulative amount of goodwill written off against realised reserves is £50.4m (2010: £50.4m). 
Records for periods prior to this date are not readily available. 54 The Restaurant Group plc Annual Report 2011
Notes to the accounts
(continued)
11 Property, plant and equipment
Land and
buildings
£’000
Fixtures,
equipment
and vehicles
£’000
Total
£’000
Cost
At 28 December 2009 288,351 109,637 397,988
Exchange movement 42 17 59
Additions 22,097 9,885 31,982
Disposals (3,740) (2,460) (6,200)
At 2 January 2011 306,750 117,079 423,829
Accumulated depreciation and impairment
At 28 December 2009 87,139 56,008 143,147
Exchange movement 34 13 47
Provided during the year 13,659 13,591 27,250
Impairment – – –
Disposals (3,740) (2,458) (6,198)
At 2 January 2011 97,092 67,154 164,246
Cost
At 3 January 2011 306,750 117,079 423,829
Exchange movement 34 14 48
Additions 28,771 14,877 43,648
Disposals (6,703) (5,814) (12,517)
At 1 January 2012 328,852 126,156 455,008
Accumulated depreciation and impairment
At 3 January 2011 97,092 67,154 164,246
Exchange movement 31 12 43
Provided during the year 14,446 14,110 28,556
Impairment 2,929 571 3,500
Disposals (5,324) (5,154) (10,478)
At 1 January 2012 109,174 76,693 185,867
Net book value as at 2 January 2011 209,658 49,925 259,583
Net book value as at 1 January 2012 219,678 49,463 269,141
2011
£’000
2010
£’000
Net book value of land and buildings:
Freehold 69,217 58,454
Long leasehold 2,683 2,707
Short leasehold 147,778 148,497
219,678 209,658
2011
£’000
2010
£’000
Assets held under finance leases
Costs at the beginning and the end of the year 1,961 1,961
Depreciation
At the beginning of the year 1,124 1,099
Provided during the year 25 25
At the end of the year 1,149 1,124
Net book value at the end of the year 812 837 The Restaurant Group plc Annual Report 2011 55 
Introduction Business review Governance Financial statements
12 Investment in associate
The Restaurant Group holds a 38% investment in Living Ventures Restaurants Group Limited and this investment is accounted 
for using the equity method. Living Ventures Restaurants Group Limited has an accounting year end date of 31 March and as 
there is no material benefit in making the accounting year end co-terminus with the Group, no change has been made.
As a result of a detailed review of the trading performance of Living Ventures Restaurants Group Limited, the investment has 
been recorded at £nil and a loan note of £10.4m plus outstanding interest receivable due from LV Finance Limited, a subsidiary 
of Living Ventures Restaurants Group Limited, was fully provided against as at 1 January 2012 and 2 January 2011.
The Group’s share of the post-tax result of Living Ventures Restaurants Group Limited for the 52 weeks ended 1 January 2012 
was a profit of £0.12m (2010: loss of £0.18m). This profit has not been recognised in the income statement, in accordance with 
IAS 28 “Associates and Joint Ventures” as the investment has a carrying value of £nil and the Group’s share of the cumulative 
earnings of Living Ventures Restaurants Group Limited remains negative.
Interest is receivable from LV Finance Limited on the loan note of £10.4m at a rate of LIBOR. In the 52 weeks ended 1 January 
2012 £0.2m of interest has accrued of which the Group has recognised £0.1m (2010: £0.1m of which the Group recognised £nil). 
In the 52 weeks ended 1 January 2012 a further £0.8m of interest was received as part payment of the accrued interest, all of 
which was recognised in the income statement. Consequently in addition to the loan note of £10.4m outstanding at that date, 
£0.5m (2010: £1.2m) of interest receivable was still outstanding, of which, under the terms of the agreement, all was overdue.
Summarised financial information on Living Ventures Restaurants Group Limited is as follows:
2011
£’000
2010
£’000
Non-current assets 9,725 10,859
Current assets 3,863 2,460
Non-current liabilities (17,310) (17,384)
Current liabilities (5,995) (5,979)
Equity (9,717) (10,044)
Revenue 25,546 24,232
Net profit / (loss) 327 (461)
At 1 January 2012 Living Ventures Restaurants Group Limited was contractually committed to £0.01m of capital expenditure 
(2 January 2011: £0.01m).
13 Stock
Stock comprises raw materials and consumables and has been valued at the lower of cost and estimated net realisable value. 
The replacement cost at 1 January 2012 is not considered by the Directors to be materially different from the balance sheet 
value. The Group recognised £111.0m of purchases as an expense in 2011 (2010: £106.7m).
14 Trade and other receivables
2011
£’000
2010
£’000
Amounts falling due within one year:
Trade debtors 2,110 1,117
Other debtors 5,272 4,456
7,382 5,573
15 Trade and other payables
2011
£’000
2010
£’000
Amounts falling due within one year:
Trade creditors 40,488 36,613
Other tax and social security 14,839 12,948
Other creditors 5,497 5,487
Accruals 26,374 26,897
87,198 81,945 56 The Restaurant Group plc Annual Report 2011
Notes to the accounts
(continued)
16 Provisions
2011
£’000
2010
£’000
Provision for onerous lease contracts and property exit costs:
Balance at the beginning of the year 3,862 4,560
Additional provisions made 4,107 177
Amounts utilised (887) (899)
Provisions released (83) (645)
Adjustment for change in discount rate 195 239
Unwinding of discount 365 430
Balance at the end of the year 7,559 3,862
Analysed as:
Amount due for settlement within one year 3,282 602
Amount due for settlement after one year 4,277 3,260
7,559 3,862
The provision for onerous contracts is in respect of lease agreements and covers the element of expenditure over the life of 
those contracts which are considered onerous, expiring in 1 to 108 years. The provision for property exit costs is anticipated 
to be short-term and settled within one year.
17 Deferred taxation
2011
£’000
2010
£’000
Balance at the beginning of the year 19,091 21,161
Depreciation in advance of capital allowances credited to the income statement (1,537) (392)
Other timing differences 336 243
Credit in respect of rate change (1,471) (781)
Deferred tax taken directly to the income statement (see note 7) (2,672) (930)
Tax on share-based payments 179 (1,214)
Credit in respect of rate change 135 74
Deferred tax taken through equity 314 (1,140)
Balance at the end of the year 16,733 19,091
2011
£’000
2010
£’000
Deferred tax consists of:
Capital allowances in advance of depreciation 19,502 22,564
Capital gains rolled over 485 523
Other timing differences (3,254) (3,996)
16,733 19,091
18 Share capital
Number £’000
Authorised:
At 2 January 2011 and 1 January 2012 (ordinary shares of 28
1
/8p each) 284,444,444 80,000
Issued, called up and fully paid:
At 28 December 2009 197,575,863 55,568
Exercise of share options 1,895,029 533
At 2 and 3 January 2011 199,470,892 56,101
Exercise of share options 774,196 218
At 1 January 2012 200,245,088 56,319 The Restaurant Group plc Annual Report 2011 57 
Introduction Business review Governance Financial statements
19 Employee benefit trust
An employee benefit trust (“EBT”) was established in 2007 in order to satisfy the exercise or vesting of existing and future 
share awards under the Long-Term Incentive Plan. The EBT purchases shares in the market, using funds provided by the 
Company, based on expectations of future requirements. Dividends are waived by the EBT. At 1 January 2012, the Trustees, 
Appleby Trust (Jersey) Limited, held 4.9m shares in the Company (2 January 2011: 5.9m shares).
Net cash outflow in the 52 weeks ended 1 January 2012 was £3.1m, inclusive of costs (53 weeks ended 2 January 2011: 
£1.4m, inclusive of costs).
Number £’000
At 28 December 2009 5,791,257
Purchase of shares on 27 April 2010 at an average price of £2.372 per share 600,000 1,433
600,000 1,433
Transfer of shares to satisfy the exercise of share awards (482,383)
At 2 and 3 January 2011 5,908,874
Purchase of shares on 28 March 2011 at an average price of £3.029 per share 1,000,000 3,050
1,000,000 3,050
Transfer of shares to satisfy the exercise of share awards (1,968,806)
At 1 January 2012 4,940,068
Details of options granted under the Group’s share schemes are given in note 20.
20 Share-based payment schemes
The Group operates a number of share-based payment schemes, details of which are provided in the Directors’ remuneration 
report on pages 30 to 35. The Group has taken advantage of the exemption under IFRS 2 “Share-based payments” not to 
account for share options granted before 7 November 2002.
The charge recorded in the financial statements of the Group in respect of share-based payments is £2.2m (2010: £2.2m). 
The other reserve account in the balance sheet reflects the credit to equity made in respect of the charge for share-based 
payments made through the income statement and the purchase of shares in the market in order to satisfy the vesting of 
existing and future share awards under the Long-Term Incentive Plan (see note 19).
Executive Share Option Plans (“ESOPs”)
The Group has in place two ESOPs; the 2003 scheme and a one-off scheme. Under these schemes, the Remuneration 
Committee may grant options over shares in The Restaurant Group plc to employees of the Group. Awards under the ESOPs are 
generally reserved for senior management level and above. The contractual life of an option is ten years. Options granted under 
ESOPs become exercisable on the third anniversary of the date of grant, subject to growth in earnings per share exceeding RPI 
growth by more than 2.5%. Exercise of options is subject to continued employment within the Group. Options were valued using  
a Stochastic option pricing model. No performance conditions were included in the fair value calculations. 58 The Restaurant Group plc Annual Report 2011
Notes to the accounts
(continued)
20 Share-based payment schemes continued
Year ended 1 January 2012 
Period during which 
options are exercisable
Exercise
price
Outstanding
at the
beginning
of the year Granted Exercised Lapsed
Outstanding
at the end
of the year
Exercisable
at the end
of the year
1998 Scheme
2003 – 2010 48.6p – – – – – –
Total number – – – – – –
Weighted average exercise price – – – – – –
2003 Scheme
2006 – 2013 67.4p 7,034 – – – 7,034 7,034 
2007 – 2014 97.7p 135,355 – (70,000) – 65,355 65,355 
2008 – 2015 134.4p 361,000 – (185,000) – 176,000 176,000 
Total number 503,389 – (255,000) – 248,389 248,389 
Weighted average exercise price 123.6p – 124.3p – 122.8p 122.8p
One-off scheme (see note below)
2004 – 2011 45.0p – – – – – –
Total number – – – – – –
Weighted average exercise price – – – – – –
Total number 503,389 – (255,000) – 248,389 248,389 
Weighted average exercise price 123.6p – 124.3p – 122.8p 122.8p
Year ended 2 January 2011
Period during which 
options are exercisable
Exercise
price
Outstanding
at the 
beginning
of the year Granted Exercised Lapsed
Outstanding
at the end
of the year
Exercisable
at the end
of the year
1998 Scheme
2003 – 2010 48.6p 3,015 – (3,015) – – –
Total number 3,015 – (3,015) – – –
Weighted average exercise price 48.6p – 48.6p – – –
2003 Scheme
2006 – 2013 67.4p 186,887 – (179,853) – 7,034 7,034 
2007 – 2014 97.7p 1,074,710 – (939,355) – 135,355 135,355 
2008 – 2015 134.4p 929,679 – (568,679) – 361,000 361,000 
Total number 2,191,276 – (1,687,887) – 503,389 503,389 
Weighted average exercise price 110.7p – 106.8p – 123.6p 123.6p
One-off scheme (see note below)
2004 – 2011 45.0p 200,000 – (200,000) – – –
Total number 200,000 – (200,000) – – –
Weighted average exercise price 45.0p – 45.0p – – –
Total number 2,394,291 – (1,890,902) – 503,389 503,389 
Weighted average exercise price 105.1p – 100.2p – 123.6p 123.6p
During 2011, the weighted average market price at date of exercise was 297.3p per share (2010: 224.6p).
Note: The one-off scheme is in respect of Alan Jackson’s share options granted on 5 June 2001. During the year ended 
2 January 2011, Alan Jackson exercised 200,000 options under this scheme, and as at 1 January 2012 there are no share 
options outstanding. No charge to the income statement is recognised in respect of Alan Jackson’s share options as they 
were granted prior to 7 November 2002. The Restaurant Group plc Annual Report 2011 59 
Introduction Business review Governance Financial statements
20 Share-based payment schemes continued
Long-Term Incentive Plan
The Group also operates the 2005 Long-Term Incentive Plan (“LTIP”), details of which are provided in the Directors’ 
remuneration report on pages 30 to 35. Awards under the LTIP are generally reserved for senior management level  
and above.
Conditional Award share options and Matching Award share options are granted to Directors and selected employees. In 
respect of the Matching Award share options, the respective Director or employee is required to acquire a number of shares 
by a specified date, known as “Deposited shares”, and retain these shares until the Matching Award share options vest, for 
these Matching Award share options to be valid. The table below summarises the dates of awards under the LTIP and the 
dates by which Directors and employees were required to acquire their deposited shares.
Date of Award Date by which Deposited Shares must be acquired
5 March 2009 30 June 2009
4 March 2010 30 June 2010
16 March 2011 30 June 2011
Vesting of share options under the LTIP is dependent on continuing employment. In exceptional circumstances, employees 
may be permitted to exercise options before the normal period in which they are exercisable.
The Conditional and Matching awards granted on 6 March 2008 became exercisable on the publication of the 2010 results. 
The vesting criteria for the Total Shareholder Return (“TSR”) element of the Conditional award were met in full and 
consequently, 100% of this part of the award vested. Earnings per share (“EPS”) growth of the 2010 results compared with  
the 2007 results was between RPI + 4% and RPI + 10% and consequently, 82.5% of the EPS element of the Conditional  
award and the Matching award vested.
For those awards granted on 5 March 2009 that vest in 2012, the performance criteria was based on TSR. The Restaurant 
Group plc was the highest ranked company for TSR in its comparator sector and consequently the award will vest in full for 
the remaining participants.
The options from the LTIP scheme will be satisfied through share purchases via a trust. Further details are provided in note 19.
Year ended 1 January 2012:
Period
during which
options are 
exercisable Type of award
Fair
value
Outstanding
at the 
beginning
of the year Granted Exercised Lapsed
Outstanding
at the end
of the year
Exercisable
at the end
of the year
2011 Conditional – TSR element 83.1p 626,290 – (626,290) – – –
2011 Conditional – EPS element 146.0p 1,275,822 – (1,039,845) (235,977) – –
2011 Matching 146.0p 346,418 – (302,671) (43,747) – –
2012 Conditional 89.9p 2,327,600 – – (16,959) 2,310,641 –
2012 Matching 89.9p 482,759 – – – 482,759 –
2013 Conditional – TSR element 144.0p 531,904 – – (8,493) 523,411 –
2013 Conditional – EPS element 208.9p 531,905 – – (8,493) 523,412 –
2013 Matching 208.9p 376,546 – – – 376,546 –
2014 Conditional – TSR element 209.8p – 483,165 – (5,019) 478,146 –
2014 Conditional – EPS element 295.5p – 483,165 – (5,019) 478,146 –
2014 Matching 295.5p – 436,771 – (80,949) 355,822 –
Total 
number 6,499,244 1,403,101 (1,968,806) (404,656) 5,528,883 – 60 The Restaurant Group plc Annual Report 2011
Notes to the accounts
(continued)
20 Share-based payment schemes continued
Year ended 2 January 2011: 
Period 
during which 
options are 
exercisable Type of award
Fair
value
Outstanding
at the
beginning
of the year Granted Exercised Lapsed
Outstanding
at the end
of the year
Exercisable
at the end
of the year
2010 Conditional – TSR element 240.9p 150,921 – (94,295) (56,626) – –
2010 Conditional – EPS element 336.0p 284,176 – (268,219) (15,957) – –
2010 Matching 336.0p 119,869 – (119,869) – – –
2011 Conditional – TSR element 83.1p 626,290 – – – 626,290 –
2011 Conditional – EPS element 146.0p 1,369,679 – – (93,857) 1,275,822 –
2011 Matching 146.0p 360,107 – – (13,689) 346,418 –
2012 Conditional 89.9p 2,593,420 – – (265,820) 2,327,600 –
2012 Matching 89.9p 492,653 – – (9,894) 482,759 –
2013 Conditional – TSR element 144.0p – 541,699 – (9,795) 531,904 –
2013 Conditional – EPS element 208.9p – 541,699 – (9,794) 531,905 –
2013 Matching 208.9p – 486,497 – (109,951) 376,546 –
Total number 5,997,115 1,569,895 (482,383) (585,383) 6,499,244 –
Save As You Earn Scheme
Under the Save As You Earn (“SAYE”) scheme, the Board may grant options over shares in The Restaurant Group plc to 
UK-based employees of the Group. Options are granted with a fixed exercise price equal to 80% of the average market price  
of the shares for the five days prior to invitation. Employees pay a fixed amount from their salary into a savings account each 
month for the three-year savings period. At the end of the savings period, employees have six months in which to exercise their 
options using the funds saved. If employees decide not to exercise their options, they may withdraw their funds saved and the 
options expire. Exercise of options is subject to continued employment within the Group. In exceptional circumstances, 
employees may be permitted to exercise these options before the end of the three-year savings period. Options were valued 
using the Stochastic share pricing model.
Year ended 1 January 2012:
Period during which  
options are exercisable
Exercise
price
Outstanding
at the
 beginning
of the year Granted Exercised Lapsed
Outstanding
at the end
of the year
Exercisable
at the end
of the year
2011 125.0p 548,237 – (518,380) (20,641) 9,216 9,216 
2013 184.0p 319,111 – (816) (60,723) 257,572 –
Total number 867,348 – (519,196) (81,364) 266,788 9,216 
Year ended 2 January 2011: 
Period during which  
options are exercisable
Exercise
price
Outstanding
at the
beginning
of the year Granted Exercised Lapsed
Outstanding
at the end
of the year
Exercisable
at the end
of the year
2011 125.0p 602,609 – (4,127) (50,245) 548,237 –
2013 184.0p – 357,274 – (38,163) 319,111 –
Total number 602,609 357,274 (4,127) (88,408) 867,348 –
During 2011, the weighted average market price at date of exercise was 294.2p per share (2010: 251.7p). The Restaurant Group plc Annual Report 2011 61 
Introduction Business review Governance Financial statements
20 Share-based payment schemes continued
Assumptions used in valuation of share-based payments granted in the year ended 1 January 2012:
2011 LTIP Conditional Award
2011 LTIP
Matching
award
Scheme TSR element EPS element
Grant date 16/03/2011 16/03/2011 16/03/2011
Share price at grant date 295.5p 295.5p 295.5p
Exercise price n/a n/a n/a
No of options originally granted 483,165 483,165 436,771 
Minimum vesting period 3 years 3 years 3 years
Expected volatility
1
37.0% 0.0% 0.0%
Contractual life 3.5 years 3.5 years 3.5 years
Risk free rate 1.2% 1.2% 1.2%
Expected dividend yield 0.0% 0.0% 0.0%
Expected forfeitures 10% 10% 30%
Fair value per option 209.8p 295.5p 295.5p
1
  Expected volatility is the measure of the amount by which the share price is expected to fluctuate during a period. In order to calculate 
volatility, the movement in the return index (share price plus dividends re-invested) over a period prior to the grant date equal in length to the 
remaining period over which the performance condition applies has been calculated. For the discount for the TSR performance condition 
for the relevant Conditional Awards, the calculated volatility based on the movement in the return index over a period of 3 years prior to the 
grant has been used.
21 Reconciliation of profit before tax to cash generated from operations
2011
£’000
2010
£’000
Profit before tax 48,608 56,478
Net finance charges 672 2,078
Loss on disposal of fixed assets 4,169 –
Share-based payments 2,237 2,235
Depreciation and impairment 32,056 27,250
(Increase) / decrease in stocks (295) 492
Increase in debtors (3,426) (1,121)
Increase in creditors 7,724 409
Cash generated from operations 91,745 87,821
Major non-cash transactions
In the 52 weeks ended 1 January 2012, the Group has recorded a non-trading charge of £7.5m for the exit costs of a number 
of sites and onerous leases. This included £3.5m fixed asset impairment and £3.9m provision for future lease and other costs. 
In addition the Group has disposed of fixed assets with a net book value of £2.0m. Further details are provided in note 4.
There were no major non-cash transactions in the 53 weeks ended 2 January 2011.
22 Reconciliation of changes in cash to the movement in net debt
2011
£’000
2010
£’000
Net debt:
At the beginning of the year (46,924) (66,684)
Movements in the year:
 (Proceeds from) / repayments of loan draw downs (3,000) 20,000
 Non-cash movements in the year 827 (147)
 Cash inflow / (outflow) 7,504 (93)
At the end of the year (41,593) (46,924) 62 The Restaurant Group plc Annual Report 2011
Notes to the accounts
(continued)
22 Reconciliation of changes in cash to the movement in net debt continued
Represented by:
At 28
December
2009
£’000
Cash flow
movements
in the year
£’000 
Non-cash
movements
in the year
£’000
At 2 and 3
January
2011
£’000
Cash flow
movements
in the year 
£’000
Non-cash
movements
in the year
£’000
At 1
January
2012
£’000
Cash and cash 
 equivalents 2,831 (93) – 2,738 7,504 – 10,242
Bank loans falling  
 due after one year (69,515) 20,000 (147) (49,662) (3,000) 827 (51,835)
(66,684) 19,907 (147) (46,924) 4,504 827 (41,593)
23 Financial instruments and derivatives
The Group finances its operations through equity and borrowings. The Group borrows at floating rates and during 2010 used 
interest rate swaps to manage the interest profile. In February 2011, the Directors decided to take advantage of the benign and 
stable interest rate environment and the Group’s falling level of debt and terminated the Group’s remaining interest rate swap for 
a payment of £0.4m. This resulted in a £0.2m non-trading credit in the 52 weeks ended 1 January 2012 (2010: £0.6m credit).
Management pay rigorous attention to treasury management requirements and continue to:
f f ensure sufficient committed loan facilities are in place to support anticipated business requirements;
f f ensure the Group’s debt service will be supported by anticipated cash flows and that covenants will be complied with; and 
f f manage interest rate exposure with a combination of floating rate debt and interest rate swaps when deemed appropriate.
The Board closely monitors the Group’s treasury strategy and the management of treasury risk.
Further details on the business risk factors that are considered to affect the Group and more specific financial risk 
management (including sensitivity to increases in interest rates) are included in the report of the Directors on pages 18 to 25. 
Further details on market and economic risk are included in the Chief Executive Officer’s review of operations on pages 6 to 
11. Further detail on headroom against covenants is included in the Group Finance Director’s report on page 15. 
(a) Financial assets and liabilities
Financial assets
The financial assets of the Group comprise:
2011
£’000
2010
£’000
Cash and cash equivalents – Sterling 10,153 2,470
Cash and cash equivalents – Euro 89 268
10,242 2,738
Trade and other receivables 7,382 5,573
Total financial assets 17,624 8,311
Cash and cash equivalents include balances held on account in respect of deposits paid by tenants under the terms of their 
rental agreement.
Financial liabilities
The financial liabilities of the Group comprise:
2011
£’000
2010
£’000
Trade and other payables excluding tax 72,359 68,997
Derivative financial instruments – 618
Finance lease debt 326 296
Short-term financial liabilities 72,685 69,911
Long-term borrowings – at floating interest rates* 51,835 49,662
Finance lease debt 2,806 2,772
Long-term financial liabilities 54,641 52,434
Total financial liabilities 127,326 122,345
*  Total financial liabilities attracting interest were £53.0m (2010: £50.0m). Interest is payable at floating interest rates which fluctuate and  
are dependent on LIBOR and base rate. The average weighted year end interest rate for these borrowings was 2.02% (2010: 1.30%  
and 2.98% after taking into account the impact of interest rates swaps in place at the time). The Restaurant Group plc Annual Report 2011 63 
Introduction Business review Governance Financial statements
23 Financial instruments and derivatives continued
(a) Financial assets and liabilities continued
In October 201 1, the Group agreed a new five year £140m loan facility which replaced the previous £120m facility. This facility 
provides the Group with medium-term security of funding, additional capacity to take advantage of business opportunities as they 
become available and the flexibility to optimise the Group’s funding structure. The covenants and obligations of the new facility 
remain the same as the previous agreement and interest remains payable on the amount drawn down at LIBOR plus mandatory 
cost and the bank’s margin, which is dependent on the debt to EBITDA ratio. As a result of the early termination of the old loan 
facility arrangement, the Group has recorded a non-trading charge of £0.2m for the 52 weeks ended 1 January 2012.
The Group has a £10m overdraft facility, which is repayable on demand, on which interest is payable at the bank’s overdraft rate.
At 1 January 2012 the Group has £87.0m of committed borrowing facilities in excess of gross borrowings (2 January 2011: 
£70.0m) and £10.0m of undrawn overdraft (2 January 2011: £10.0m of undrawn overdraft).
The maturity profile of anticipated gross future cash flows, including interest, relating to the Group’s non-derivative financial 
liabilities, on an undiscounted basis, are set out below:
At 1 January 2012
Trade
and other
payables
excluding tax
£’000
Floating
rate loan
£’000
Finance
lease
debt
£’000
Total
£’000
Within one year 72,359 18,292 326 90,977
Within two to five years – 40,340 1,303 41,643
After five years – – 6,148 6,148
72,359 58,632 7,777 138,768
Less: Future interest payments – (6,797) (4,645) (11,442)
72,359 51,835 3,132 127,326
At 2 January 2011
Trade
and other
payables
excluding tax
£’000
Floating
rate loan
£’000
Finance
lease
debt
£’000
Total
£’000
Within one year 68,997 926 296 70,219
Within two to five years – 51,170 1,184 52,354
After five years – – 6,016 6,016
68,997 52,096 7,496 128,589
Less: Future interest payments – (2,434) (4,428) (6,862)
68,997 49,662 3,068 121,727
Effective from 16 January 2009 the Group entered into an interest rate swap for a notional amount of £20m for two years.  
The fixed rate for the duration of the two years was 2.70%. On 17 January 2011 the interest rate swap expired.
Effective from 16 January 2009 the Group entered into an interest rate swap for a notional amount of £20m for three years. 
The fixed rate for the duration of the three years was 2.975%. On 9 February 2011 the interest rate swap was terminated on 
payment of £0.4m.
Fair value of financial assets and liabilities
At 1 January 2012, the Group had no derivative financial instruments relating to interest rate swaps. At 2 January 2011  
the Group had two interest rate swaps in place which were held at fair value.
All financial assets and liabilities, excluding any interest rate swaps, are accounted for at cost and the Directors consider  
the carrying value to approximate their fair value. 64 The Restaurant Group plc Annual Report 2011
Notes to the accounts
(continued)
23 Financial instruments and derivatives continued
(b) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial losses to the 
Group. Counterparties for cash and derivative balances are with large established financial institutions. The Group is exposed 
to credit related losses in the event of non-performance by the financial institutions but does not expect them to fail to meet 
their obligations.
As a retail business with trading receipts settled either by cash or credit and debit cards, there is very limited exposure from 
customer transactions. The Group is exposed to credit risk in respect of retrospective discounts receivable from suppliers but 
the Directors believe adequate provision has been made in respect of doubtful debts and there are no material amounts past 
due that have not been provided against.
The Group has an outstanding long-term receivable of £10.4m plus interest due from LV Finance Limited, a subsidiary of the 
Group’s associate company Living Ventures Restaurants Group Limited. This debt is secured on the assets of Living Ventures 
Restaurants Group Limited, but is subject to a prior ranking behind LV Finance Limited’s bank. In 2007 , following a detailed 
review of the carrying value of the business including the loan note receivable, the Board made full provision against the loan 
note due (further details are provided in note 12).
The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represent the 
Group’s maximum exposure to credit risk.
(c) Liquidity risk
The Group has built an appropriate mechanism to manage liquidity risk of the short, medium and long-term funding and 
liquidity management requirements. Liquidity risk is managed through the maintenance of adequate cash reserves and bank 
facility by monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. The 
Group’s loan facility, which matures in October 2016 (as set out in note (a) above) ensures continuity of funding, provided the 
Group continues to meet its covenant requirements (as detailed in the report of the Directors on pages 24 and 25).
(d) Foreign currency risk
The Group is not materially exposed to changes in foreign currency rates and does not use foreign exchange forward contracts.
Following the closure of the Group’s three restaurants in Spain in the 52 weeks to 1 January 2012, any transactional or translational 
exposure to changes in foreign exchange rate is marginal and relates to the outstanding transactions in relation to the termination 
of the Spanish business.
(e) Interest rate risk
Exposure to interest rate movements has been controlled historically through the use of floating rate debt and interest rate 
swaps to achieve a balanced interest rate profile. The Group no longer has an interest rate swap, following the early repayment 
of the swap scheduled to terminate in 2012, as the reduction in the level of debt combined with current market conditions 
results in a low level of exposure. The Group’s exposure will continue to be monitored and the use of interest rate swaps may 
be considered in the future. The Restaurant Group plc Annual Report 2011 65 
Introduction Business review Governance Financial statements
24 Lease commitments
Future lease payments in respect of finance leases are due as follows:
 Minimum 
 lease payments
 Present value
 of minimum
 lease payments
2011
£’000
2010
£’000
2011
£’000
2010
£’000
Within one year 326 296 326 296
Within two to five years 1,303 1,184 998 907
After five years 6,148 6,016 1,808 1,865
7,777 7,496
Less: Future interest payments (4,645) (4,428)
Present value of lease obligations 3,132 3,068 3,132 3,068
Analysed as:
Amount due for settlement within one year 326 296
Amount due for settlement after one year 2,806 2,772
Present value of lease obligations 3,132 3,068
Lease commitments are in respect of property leases where the initial term of the lease is in excess of 25 years and the 
conditions of the lease are in keeping with a finance lease. There are no finance leases where the Group itself is the lessor. 
The interest rate applied in calculating the present value of the payments is the incremental borrowing cost of the Group in 
relation to each lease. The fair value of the lease payments is estimated as £3.1m (2010: £3.1m).
The total future minimum rentals payable and receivable under operating leases over the remaining lives of the leases are:
Payments due:
Payable 
2011
£’000
Receivable 
2011
£’000
Payable 
2010
£’000
Receivable 
2010
£’000
Within one year 51,558 3,401 47,719 3,399
Within two to five years 179,517 10,248 170,417 11,124
After five years 384,059 26,673 372,325 28,682
615,134 40,322 590,461 43,205
The Group has entered into a number of property leases on standard commercial terms, both as lessee and lessor.  
There are no restrictions imposed by the Group’s operating lease arrangements, either in the current or prior year.
Included within the minimum rentals are amounts payable on properties where the rental payment is based on turnover.  
For these properties, primarily in the Group’s Concession business, the amount included above is the minimum guaranteed 
rent as detailed in the concession agreement. Where there is no minimum guaranteed rent, the amount included is based  
on the estimated amount payable.
25 Capital commitments
2011
£’000
2010
£’000
Authorised and contracted for: 13,975 13,251 66 The Restaurant Group plc Annual Report 2011
Notes to the accounts
(continued)
26 Contingent liabilities
The Group has assigned a number of leases to third parties that were originally completed prior to 1 January 1996 and are 
therefore unaffected by the Landlord and Tenant (Covenants) Act 1995 and also a number of leases completed after this date 
that were the subject of an Authorised Guarantee Agreement. Consequently, should the current tenant default, the landlord 
has a right of recourse to The Restaurant Group plc, or its subsidiaries, for future rental payments. As and when any liability 
arises, the Group will take whatever steps necessary to mitigate the costs.
27 Related party transactions
Living Ventures Restaurants Group Limited is a related party to The Restaurant Group plc through the Group’s 38% holding.  
A loan note of £10.4m is due from LV Finance, a subsidiary of Living Ventures Restaurants Group Limited, which attracts 
interest at the rate of LIBOR. During the year ended 1 January 2012, £0.2m of interest was accrued of which the Group 
recognised £0.1m (2010: £0.1m of which the Group recognised £nil). In the 52 weeks ended 1 January 2012 a further  
£0.8m of interest was received as part payment of the accrued interest, all of which was recognised in the income statement. 
Consequently in addition to the loan note of £10.4m, at 1 January 2012 £0.5m of interest receivable was still outstanding,  
of which, under the terms of the agreement, all was overdue. Further details are provided in note 12.
Alan Jackson was a non-executive director of Charles Wells Limited, an independent brewing, pub and distribution company, 
until January 2012 when he retired from the board. During 2005, The Restaurant Group plc entered into a lease for a site owned 
by Charles Wells Limited and subsequently this site was converted into a Frankie & Benny’s restaurant. No premium was paid by 
the Group to Charles Wells Limited. The Group has entered into the lease with Charles Wells Limited, on an arm’s length basis, 
with an annual rent of £73,850 per annum. In addition, the Group purchased products with a value totalling £0.03m (2010: 
£0.7m) from Charles Wells Limited during the year, on an arm’s length basis. No balance was directly outstanding at the year 
end. Alan Jackson received no remuneration or compensation in respect of these transactions.
Remuneration in respect of key management personnel, defined as the Directors for this purpose, is disclosed in note 5. 
Further information concerning the Directors’ remuneration is provided in the Directors’ remuneration report on pages 30 to 
35, of which pages 33 to 35 are audited. The Restaurant Group plc Annual Report 2011 67 
Introduction Business review Governance Financial statements
Independent auditor’s report
to the members of The Restaurant Group plc
We have audited the parent company financial statements  
of The Restaurant Group plc for the 52 week period ended 
1 January 2012 which comprise the Company balance  
sheet and the related notes (i) to (v). The financial reporting 
framework that has been applied in their preparation 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 Directors’ responsibilities 
statement, the Directors are responsible for the preparation  
of the parent company 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 parent company 
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 Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and 
disclosures in the financial statements sufficient to give 
reasonable assurance that the financial statements are free 
from material misstatement, whether caused by fraud or error. 
This includes an assessment of: whether the accounting 
policies are appropriate to the parent company’s 
circumstances and have been consistently applied and 
adequately disclosed; the reasonableness of significant 
accounting estimates made by the directors; and the overall 
presentation of the financial statements. In addition, we read 
all the financial and non-financial information in the annual 
report to identify material inconsistencies with the audited 
financial statements. If we become aware of any apparent 
material misstatements or inconsistencies we consider the 
implications for our report.
Opinion on financial statements
In our opinion the parent company financial statements:
f f give a true and fair view of the state of the company’s 
affairs as at 1 January 2012;
f f have been properly prepared in accordance with United 
Kingdom Generally Accepted Accounting Practice; and
f f have been prepared in accordance with the requirements 
of the Companies Act 2006.
Opinion on other matters prescribed by the 
Companies Act 2006
In our opinion:
f f the part of the Directors’ remuneration report to be audited 
has been properly prepared in accordance with the 
Companies Act 2006; and
f f the information given in the report of the Directors for the 
financial year for which the financial statements are 
prepared is consistent with the parent company 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:
f f 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
f f the parent company financial statements and the part of 
the Directors’ remuneration report to be audited are not in 
agreement with the accounting records and returns; or
f f certain disclosures of Directors’ remuneration specified  
by law are not made; or
f f we have not received all the information and explanations 
we require for our audit.
Other matter
We have reported separately on the Group financial 
statements of The Restaurant Group plc for the 52 week 
period ended 1 January 2012.
Timothy Steel (Senior statutory auditor)
for and on behalf of Deloitte LLP
Chartered Accountants and Statutory Auditor
London, United Kingdom
29 February 2012 68 The Restaurant Group plc Annual Report 2011
Company financial statements – under UK GAAP
Company balance sheet Note
At
1 January
2012
£’000
At
2 January
2011
£’000
Fixed assets
Investments in subsidiary undertakings i 131,354 129,117
131,354 129,117
Current assets
Debtors
Amounts falling due within one year from Group undertakings 181,353 150,636
181,353 150,636
Creditors
Amounts falling due within one year to Group undertakings ii (161,213) (136,792)
Net current liabilities 20,140 13,844
Total assets less current liabilities 151,494 142,961
Net assets 151,494 142,961
Capital and reserves
Called up share capital v 56,319 56,101
Share premium account v 23,982 23,234
Other reserves v (7,115) (6,302)
Profit and loss account v 78,308 69,928
Shareholders’ funds 151,494 142,961
The financial statements of The Restaurant Group plc (company registration number SC030343) on pages 68 to 70 were 
approved by the Board of Directors and authorised for issue on 29 February 2012 and were signed on its behalf by:
Alan Jackson
Stephen Critoph ACA The Restaurant Group plc Annual Report 2011 69 
Introduction Business review Governance Financial statements
Accounting policies and basis of preparation
Basis of accounting
The accounts for the Company have been prepared under UK Generally Accepted Accounting Practice, whilst the Group 
accounts have been prepared under International Financial Reporting Standards. The Company accounts have been 
prepared under the historical cost convention in accordance with applicable UK accounting standards and on a going 
concern basis.
Investments
Investments are valued at cost less any provision for impairment.
Dividends
In accordance with FRS 21 “Events after the Balance Sheet Date”, dividends declared after the balance sheet date are not 
recognised as a liability at that balance sheet date, and are recognised in the financial statements when they have received 
approval by shareholders.
Share-based payment transactions
The share options have been accounted for as an expense in the company in which the employees are employed, using a 
valuation based on the Stochastic simulation model.
In accordance with an available election in FRS 20 “Share-based payments”, awards granted before 7 November 2002 have 
not been subject to a charge. An increase in the investment held by the Company in the subsidiary in which the employees 
are employed, with a corresponding increase in equity, is recognised in the accounts of the Company. Information in respect 
of the Company’s share-based payment schemes is provided in note 20 to the consolidated financial statements.
The value is accounted for as a capital contribution in relevant Group subsidiaries that employ the staff members to whom 
awards of share options have been made.
i) Investment in subsidiary undertakings
Shares 
£’000
Loans 
and other 
£’000
Total 
£’000
Cost
At 3 January 2011 90,587 39,952 130,539
Additions – share-based payment schemes – 2,237 2,237
At 1 January 2012 90,587 42,189 132,776
Amounts written off
At 3 January 2011 and 1 January 2012 888 534 1,422
Net book value at 3 January 2011 89,699 39,418 129,117
Net book value at 1 January 2012 89,699 41,655 131,354 70 The Restaurant Group plc Annual Report 2011
Company financial statements – under UK GAAP
(continued)
i) Investment in subsidiary undertakings continued
The Company’s operating subsidiaries, listed below, are held by an intermediate holding company (TRG (Holdings) Limited):
Holding
 Proportion of
voting rights and
shares held at 
1 January 2012
The Restaurant Group (UK) Limited* Ordinary shares 100%
Chiquito Limited Ordinary shares 100%
Blubeckers Limited Ordinary shares 100%
Brunning and Price Limited Ordinary shares 100%
Frankie & Benny's S.L. Ordinary shares 100%
DPP Restaurants Limited Ordinary shares 100%
* City Centre Restaurants (UK) Limited was renamed The Restaurant Group (UK) Limited on 10 November 2011.
Other than Frankie & Benny’s S.L., the Company’s principal operating subsidiaries are registered in England and Wales, and 
operate restaurants in the United Kingdom. Frankie and Benny’s S.L. is registered in Spain and until June 2011, operated 
three restaurants in that country. For more information, see note 4 of the consolidated accounts.
All other subsidiary undertakings are wholly owned by the Company or one of its subsidiaries and are dormant.
ii) Creditors – amounts falling due within one year
In accordance with FRS 21, the proposed final dividend in respect of 2011 is not recorded as a liability in these financial 
statements as it was declared after the balance sheet date and is subject to approval by shareholders.
iii) Profit attributable to members of the holding Company
As permitted by section 408 of the Companies Act 2006, a separate profit and loss account has not been presented for  
the holding Company. During the year the Company recorded a profit of £30.7m, representing paid and accrued internal 
preference dividend income (2010: £48.6m representing paid and accrued internal preference dividend income, of which 
£17.9m related to the year ended 27 December 2009). Remuneration of the auditors is borne by a subsidiary undertaking 
(refer to note 3 in the consolidated accounts).
iv) Employee costs and numbers
All costs of employees and Directors are borne by a subsidiary undertaking. At 1 January 2012 the Company employed three 
persons (2 January 2011: three persons).
v) Share capital and reserves
Share
capital
£’000
Share
premium
£’000
Other
reserves
£’000
Profit and
loss account
£’000
Total
£’000
As at 3 January 2011 56,101 23,234 (6,302) 69,928 142,961
Issue of shares 218 748 – – 966
Employee share-based payment schemes – – 2,237 – 2,237
Employee benefit trust – purchase of shares – – (3,050) – (3,050)
Profit for the year – – – 30,717 30,717
Dividends – – – (22,337) (22,337)
As at 1 January 2012 56,319 23,982 (7,115) 78,308 151,494
Details of share issues during the year are given in note 20 of the consolidated accounts and details of the dividends paid and 
proposed during the year are given in note 9 of the consolidated accounts. The Restaurant Group plc Annual Report 2011 71 
Introduction Business review Governance Financial statements
Group financial record
2011
£’000
2010
£’000
2009
£’000
2008
£’000
2007
£’000
Revenue 487,114 465,704 435,743 416,530 366,710
Adjusted operating profit 61,185 58,556 53,360 54,231 48,207
Underlying interest (902) (2,674) (3,331) (5,306) (3,978)
Share of post-tax result in associated undertaking – – – – (749)
Adjusted profit before tax 60,283 55,882 50,029 48,925 43,480
Non-trading (charges) / credits (11,675) 596 (1,695) (1,794) (660)
Profit on ordinary activities before tax 48,608 56,478 48,334 47,131 42,820
Tax (14,231) (16,353) (11,062) (14,914) (13,644)
Profit for the year 34,377 40,125 37,272 32,217 29,176
Basic earnings per share 17.19p 20.16p 18.90p 16.38p 14.90p
Adjusted earnings per share 21.86p 19.95p 17.48p 16.67p 14.64p
Proposed total dividend per share for the year 10.50p 9.00p 8.00p 7.70p 7.25p
Dividend cover (excluding non-trading items) 2.08 2.22 2.19 2.16 2.02
Employment of finance
Property, plant and equipment 269,141 259,583 254,841 250,722 228,757
Other non-current assets 26,433 26,433 26,241 26,241 26,516
Net current liabilities (62,641) (66,518) (68,124) (66,092) (67,524)
Long-term liabilities (75,651) (74,785) (97,026) (117,265) (110,595)
157,282 144,713 115,932 93,606 77,154
Financed by:
Equity shareholders’ funds 157,282 144,713 115,932 93,606 77,154
Net debt (41,593) (46,924) (66,684) (78,884) (76,573)
Gearing 26.4% 32.4% 57.5% 84.3% 99.2% 72 The Restaurant Group plc Annual Report 2011
Shareholder information
Directors
Alan Jackson
Non-executive Chairman
Andrew Page
Chief Executive Officer
Stephen Critoph
Group Finance Director
Trish Corzine
Executive Director, Concessions
Tony Hughes
Non-executive
Simon Cloke
Non-executive
Company Secretary
Robert Morgan
Registered office
1 George Square
Glasgow G2 1AL 
Head office
5 – 7 Marshalsea Road
London SE1 1EP
Telephone number
020 3117 5001
Company number
SC030343
Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing 
West Sussex BN99 6DA
Auditors
Deloitte LLP
Hill House
1 Little New Street
London EC4A 3TR
Solicitors
Maclay, Murray & Spens LLP
One London Wall
London EC2Y 5AB
Slaughter and May
One Bunhill Row
London EC1Y 8YY
Brokers
JPMorgan Cazenove
20 Moorgate
London EC2R 6DA
Panmure Gordon
Moorgate Hall
155 Moorgate
London EC2M 6XB
Financial calendar
Annual General Meeting
17 May 2012
Proposed final dividend – 2011
Announcement – 29 February 2012
Ex-dividend – 27 June 2012
Record date – 29 June 2012
Payment date – 19 July 2012 The paper used in this report is source from well-managed forests and is  
FSC accredited.
 
Printed in the UK using vegetable based inks which have lower VOC emissions  
(Volatile Organic Compounds), are derived from renewable sources and less 
hazardous than oil-based inks. 
 
The printer is ISO 14001 accredited and Forest Stewardship Council (FSC) chain  
of custody certified. Under the framework of ISO 14001 a structured approach is 
taken by the company to measure, improve and audit their environmental status  
on an ongoing basis. FSC ensures there is an audited chain of custody from the tree 
in the well-managed forest through to the finished document in the printing factory.
 
If you have finished reading this report and no longer wish to retain it please pass it 
to interested readers, return it to The Restaurant Group plc or dispose of it in your 
recycled paper waste. Thank you. 
Designed and produced by The College  www.the-college.com
The Restaurant Group plc (“TRG” or “the Group”) 
operates 400 restaurants and pub restaurants.  
Its principal trading brands are Frankie & Benny’s, 
Chiquito and Garfunkel’s and it also operates a  
Pub restaurant business as well as a Concessions 
division which trades on over 50 sites, principally  
at UK airports.
Contents
Introduction 
Financial highlights 01 
At a glance 02
Business review 
Chairman’s statement 04 
Chief Executive Officer’s review of operations 06 
Group Finance Director’s report 12 
Governance 
Board of Directors 16 
Report of the Directors 18
Corporate responsibility report 26 
Directors’ remuneration report 30 
Audit Committee report 36 
Financial statements 
Independent auditor’s report 38 
Accounting policies for the consolidated accounts 39 
Consolidated income statement 43 
Consolidated statement of comprehensive income 44 
Consolidated statement of changes in equity 45 
Consolidated balance sheet 46 
Consolidated cash flow statement 47 
Notes to the accounts 48
Independent auditor’s report – company accounts 67 
Company financial statements – under UK GAAP 68 
Group financial record 71
Shareholder information 72  The Restaurant Group plc
5-7 Marshalsea Road
London SE1 1EP
Tel: 020 3117 5001
www.trgplc.com
The Restaurant Group plc  Annual Report 2011
4 colour versio n
Pantone 548 3
04.02.04
1 colour versio n
04.02.04
A year of  
good progress
Annual Report 2011