focused on  
our strategy
annual report 2009
the restaurant group plc
57 marshalsea road
london se1 1ep
tel 0845 612 5001
wwwtrgplccom
the restaurant group plc  annual report 2009 introduction business review governance financial statements
contents 
the restaurant group plc operates  
367 restaurants and pub restaurants  
its principal trading brands are frankie 
 benny’s chiquito garfunkel’s a pub 
restaurant business as well as over 50 
sites in its concessions division which 
trades principally on major uk airports
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
directors’ remuneration report 29 
audit committee report 37 
financial statements 
independent auditors’ report 39 
accounting policies for the consolidated accounts 40 
consolidated income statement 45 
consolidated statement of comprehensive income 46 
consolidated statement of changes in equity 47 
consolidated balance sheet 48 
consolidated cash flow statement 49 
notes to the accounts 50
independent auditors’ report – company accounts 71 
company financial statements – under uk gaap 72 
group financial record 74
shareholder information 75 
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designed and produced by the college  wwwthecollegeukcom introduction business review governance financial statements
the restaurant group plc annual report 2009 01
financial highlights
the group had a resilient 2009 
 revenue up 5 to £436m
  adjusted ebitda increased by  
3 to £80m
  adjusted profit before tax increased  
by 2 to £50m
  adjusted eps rose 5 to  
17 5p per share
  second interim dividend of 63p per 
share declared and proposed final 
dividend of 03p per share giving a full 
year dividend of 80p per share up 4
  statutory profit before tax increased  
by 25 to £48m
 statutory eps rose 15 to 189p
operations strongly cash generative and 
net debt reduced by £122m to £667m 
roll out continues
  19 new sites opened in the period 
  1525 new sites targeted for 2010
resilient current trading given the 
economic climate with likeforlike  
sales returning to growth at 1 for  
the nine weeks to 28 february 2010
 
 
results marked as adjusted are stated excluding non 
trading items refer to note 2 of the financial statements
05
06
07
08
09
adjusted ebitda £m

3
adjusted profit before tax £m

2
dividend per share p

4
revenue

5
adjusted eps p

5
05
06
07
08
09
05
06
07
08
09
05
06
07
08
09
05
06
07
08
09
489
556
678
775
796
295
350
435
489
500
91
115
146
167
175
475
600
725
770
800
3023
3147
3667
4165
4357 02 the restaurant group plc annual report 2009
at a glance
pub restaurants 
frankie  benny’s brings together 
the best of classic american and 
italian style and cuisine offering 
traditional homestyle dishes from 
little italy combined with popular 
american dishes that always 
provide great value for money 
the kitchen buzzes with bustling 
activity as the chefs prepare 
dishes from our broad menu 
– pizza 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 
delicious perfectly cooked and 
filling food while enjoying 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 stateofmind”
frankie  benny’s provides a fun 
and friendly atmosphere for all to 
enjoy delivering fantastic value 
great food and brilliant service
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 
standalone sites and at five 
airports the estate comprises 
almost 200 restaurants spread 
across the country from 
aberdeen to st austell 
mexican for fun for fantastic food 
for an amazing atmosphere –  
for a good time guaranteed
chiquito offers great value 
authentic mexican food in a fun 
and lively venue with fantastic 
latin american music what more 
do you need for a great night out
the décor draws inspiration from 
mexican architecture and latin 
style some sites have a rustic 
and relaxed feel while others 
demonstrate the buzz and 
graphic energy of contemporary 
mexico city
the menu offers traditional 
mexican including nachos 
burritos enchiladas and our 
signature sizzling fajitas as well 
as favourites from “north of  
the border” – burgers salads  
and steaks from the grill we 
specialise in mexican beer and 
fantastic cocktails to ensure  
every meal is a fiesta
chiquito is open seven days a 
week 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  
more than 60 leisure retail  
and standalone sites cover  
the united kingdom with more 
development planned for the 
years ahead 
 
garfunkel’s – a truly great name  
in british and world cuisine 
founded in london’s west end  
in 1979 garfunkel’s has become 
legendary it embraces the 
concept of being all things to all 
people and epitomises all that is 
great in world food but don’t take 
our word for it relax and enjoy
offering something for everyone 
the menu is a fantastic mix of the 
best of british and international 
cuisine from the tempting  
thai green curry to the giant 
enchilada everything has been 
chosen because we just love  
the taste our favourites are the 
classic fish  chips and cottage 
pie – true british classics
our salad bar has become 
famous with a delicious range of 
fresh salads and prepared dishes 
and dressings available all day 
you can choose from a single visit 
or opt for the unlimited salad bar 
and make as many visits to the 
salad bar as you wish
principally located across  
central london each garfunkel’s 
restaurant offers a place to relax 
and take a break from the  
hustle and bustle outside each 
restaurant has a loyal following  
of visitors local residents and 
workers who have been eating at 
garfunkel’s for years it’s as much 
about the experience as the  
tasty food and you won’t be 
disappointed in either 
garfunkel’s continuing popularity 
means expansion is still on the 
menu after over 30 years of 
trading our latest restaurant 
opened on tottenham court 
road central london in 2009 
and offers 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
really great pubs are timeless 
familiar and very british 
everybody knows what their 
perfect pub looks like for us it’s 
an ideal place for people who like 
to get together eat drink and talk 
in a relaxed friendly atmosphere 
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  
great real ales and fine wine  
and great coffee
mostly set in beautiful rural or 
semirural 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 pub in the first place 
we open all day and you can pop 
in for a fresh coffee a pint of real 
ale glass of wine or some honest 
home cooking at any time the 
range of beers available changes 
frequently and seasonal and local 
specials mean the menu also 
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 hire people who 
genuinely like people and enjoy 
“being there” for our customers 
and have the flair to operate their 
own business within our group
we believe that really great 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 in 2007 
the restaurant group bought 
brunning  price an award
winning pub business by 
blending the expertise that 
brunning  price brings with  
our own resources ideas and 
experience we will develop our 
pubs business and aim to open 
three or four new sites a year 
going forward  introduction business review governance financial statements
the restaurant group plc annual report 2009 03
trg’s concessions division  
has a marketleading reputation 
for developing partnerships to  
deliver catering solutions that 
meet the needs of our clients  
and their customers
currently operating more than  
50 outlets in the uk’s busiest 
airports other transport locations 
and shopping centres we have 
almost 20 years of experience 
providing 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 needs we deliver 
existing trg brands create 
bespoke concepts or 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  
exciting sector
93
41
24
19
18
44
48
34
42
1
scotland – 42
23 frankie  benny’s
07 chiquito
07 garfunkel’s
05 trg concessions
northern ireland – 1
01 frankie  benny’s
wales – 18
10 frankie  benny’s
03 chiquito
05 pub restaurants
south west – 19
12 frankie  benny’s
06 chiquito
01 garfunkel’s
south east – 93
34 frankie  benny’s
12 chiquito
21 pub restaurants
26 trg concessions
london  
inside the m25 – 41
11 frankie  benny’s
06 chiquito
14 garfunkel’s
06 pub restaurants
04 trg concessions
east – 24
13 frankie  benny’s
02 chiquito
02 pub restaurants
07 trg concessions
midlands – 44
33 frankie  benny’s
08 chiquito
03 trg concessions
north west – 48
24 frankie  benny’s
10 chiquito
06 trg concessions
08 pub restaurants
north east – 34
24 frankie  benny’s
09 chiquito
01 trg concessions
growing
brands  
nationwide 04 the restaurant group plc annual report 2009
chairman’s statement
“ i am pleased to report that 
the restaurant group plc 
“trg” or “the group” has 
delivered another excellent 
set of results despite the 
manifest weakness in the  
uk economy”
the group has again grown revenues profits and earnings 
per share as anticipated the difficult economic backdrop 
presented a very challenging marketplace for companies 
operating within our sector but despite those challenges  
our distinct market positioning strong brands and focus on 
our customers have enabled trg to continue its profitable 
development building on a solid first half performance the 
group has continued to grow revenues and returned to 
positive likeforlike sales growth towards the end of 2009  
it is encouraging that this positive trend has continued with 
likeforlike sales for the first nine weeks of the current year 
1 ahead of last year during 2009 we served 35 million 
meals including approaching five million children’s meals 
opened 19 new restaurants and created approximately  
500 new full and parttime jobs 
during 2009 the group’s revenues grew 46 to £436m 
2008 £417m adjusted profit before tax grew 2 to £500m 
2008 £489m and adjusted earnings per share increased 
by 5 to 1748p 2008 1667p this increase in adjusted 
earnings per share marks the achievement of greater than 
100 growth over the five year period to 2009 representing 
a compound annual growth rate of 174 a significant 
achievement that demonstrates the ongoing positive 
performance of the group
accordingly the board is recommending an increased 
dividend for 2009 to be paid as follows a second interim 
dividend of 63p per share to be paid on 30 march 2010 to 
shareholders on the register on 12 march 2010 and shares 
will be marked exdividend on 10 march 2010 this second 
interim dividend is equivalent to the final dividend of 63p per 
share paid in respect of the 2008 financial year additionally 
and subject to shareholder approval at the annual general 
meeting the board is recommending the payment of a final 
dividend of 03p per share this will be paid on 7 july 2010 to 
shareholders on the register on 11 june 2010 and the shares 
will be marked exdividend on 9 june 2010 this means that 
the total dividend in respect of 2009 will be 80p 2008 77p 
an increase of 4 introduction business review governance financial statements
the restaurant group plc annual report 2009 05
we have continued to focus on our two divisions leisure and 
concessions and this has enabled the group to produce a 
resilient performance despite the severe challenges arising 
from the poor domestic and global economic backdrop 
our leisure division which incorporates frankie  benny’s 
chiquito garfunkel’s and pub restaurants performed  
solidly delivering a 75 growth in revenues and a modest 
improvement in profit during the year we opened 14 new 
restaurants in the leisure division these are trading ahead of 
expectations and all are set to deliver strong returns during 
2010 we plan to open between 13 and 21 new restaurants in 
the leisure division 
against a very difficult backdrop our concessions division 
performed commendably and this highlights the resilient 
characteristics of this business significant declines in 
passenger numbers at uk airports resulted in our 
concessions division experiencing a 6 decline in revenues 
and a 4 decline in ebitda i am pleased to report that 
more recently passenger numbers at uk airports have begun 
to stabilise and this is encouraging during 2009 we opened 
five new airport sites – four at aberdeen airport and one at 
manchester airport in addition we redeveloped a site at 
heathrow terminal 4 which is now trading as the “bridge 
bar” these new sites are trading very well and are expected 
to deliver strong returns we plan to open two to four new 
airport sites during 2010 
overall this is another excellent set of results – the group 
continued to grow its estate with quality openings increase 
earnings and dividends generate high levels of cash and 
significantly reduce net debt this strong performance was 
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 
john jackson one of our nonexecutive directors has 
decided not to stand for reelection at the forthcoming agm 
john has been with the company for 13 years and i would 
like to thank him on behalf of the board for his important 
contribution during that time and we wish john well for the 
future recruitment of a new nonexecutive director is 
progressing very well and a further announcement will be 
made in due course
we have started the current year well with likeforlike sales 
growth for the first nine weeks of the year 1 ahead of 2009 
levels and this is encouraging last year was without a 
doubt an exceptionally difficult one for our sector and it is 
clear that trg demonstrated its resilience this not only 
enabled the group to continue to grow earnings and 
cashflows but also to strengthen its market position further 
and this means that we are well placed to continue our 
progress in 2010 and beyond
alan jackson
chairman
3 march 2010
a robust  
business  
model and 
distinct market 
positioning 06 the restaurant group plc annual report 2009
chief executive officer’s review of operations
“ our core objective continues 
to be growth in shareholder 
value and our strategy to 
achieve this is to build a 
business capable of delivering 
longterm sustainable and 
growing cashflows”
a global slump the deepest since the second world  
war a credit crunch which threatened to bring down the 
international financial system and closer to home six 
consecutive quarters of declining gdp have not provided  
an attractive backdrop for consumerfacing businesses 
at the start of the 2009 it was apparent that the uk faced  
an unpalatable cocktail of economic contraction rising 
unemployment and a paucity of consumer and corporate 
credit we expected our sector to face new and sustained 
pressures which would test the robustness of business 
models this led us to be cautious about the shortterm 
outlook but at the same time to be confident that trg’s 
robust business model distinct market positioning prudent 
capital structure operational discipline including eschewing 
deep discounting and clear focus would enable it to 
capitalise on the opportunities which might arise whilst also 
adapting to the more difficult trading conditions which would 
prevail we did not expect trg to be immune to the effects  
of the uk recession rather we expected our business to 
demonstrate resilience 
and so in spite of the difficulties caused by the recession  
i am pleased to report that trg enjoyed another year of  
good progress both of our divisions performed admirably 
with our leisure division delivering modest profit growth  
and our concessions division successfully managing an 
extremely challenging airport marketplace to deliver a very 
commendable level of full year profit overall the group’s 
performance was good with both margins and sales holding 
up well despite a 2 contraction in likeforlike sales total 
sales grew by 46 adjusted pretax profits increased by 2 
and adjusted earnings per share were 5 higher than the 
previous year against a challenging backdrop this represents 
a very satisfactory result 
the trg business model 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 longterm sustainable and growing 
cashflows 2009 was a year in which business models were 
severely tested and i am pleased to report that once again 
we have successfully converted our growing profits into  
cash at a very healthy rate trg’s business model enables 
the group to grow in a predominately organic and highly 
valueaccretive way funded from internally generated funds  introduction business review governance financial statements
the restaurant group plc annual report 2009 07
our touchstones are cashflow and return on investment  
this model has enabled our shareholders to enjoy the 
benefits of high returns on capital growth in profits and 
cashflow and sizeable income distributions from our 
progressive dividend policy 
trg’s primary focus is on edge of town out of town rural 
semirural and airport locations these locations have 
significant barriers to entry offer good growth prospects  
and enable the group to generate consistently high returns 
on investment we occupy leading market positions in each 
of these segments and are well placed to continue to grow  
our business 
capex and trg opening programme
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 will continue to apply 
the same high 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 
in the light of lower levels of development activity over  
the past eighteen months trg has opened fewer new 
restaurants than it normally would and this level of new 
development activity is likely to continue during 2010 
however we are confident that in due course many of the 
projects which have been postponed or delayed will come to 
fruition and those projects should therefore contribute to our 
forward pipeline at present it is still not clear when this might 
be although there are tentative signs of new activity in some 
quarters of the commercial property market and this is 
encouraging during this period of lower levels of new 
development activity we will not look to substitute unduly 
risky andor less attractive projects for those which have 
been delayed or postponed rather we will retain our cash 
until such time as the original projects reappear or other 
equally attractive opportunities become available in the 
meantime our surplus cashflow will be applied towards 
reducing debt as it was during 2009 with a resultant  
£12m reduction in group net debt 
results
  results marked as adjusted are stated excluding nontrading items 
refer to note 2
trg’s trading metrics performed well during 2009 
• 	 	 t o t a l 	 s a l e s 	 i n c r e a s e d 	 b y 	 5  	  l i k e  f or  l i k e 	 s a l e s	 
were 2 lower and we sold 35 million meals
•	 adjust ed 	 e bitd a 	 incr e ased 	 b y 	 3  	 t o 	 £ 80 m 
• 	 a d j u s t e d 	 pr e  t a x 	 pr o fi t 	 i n c r e a s e d 	 b y 	 2  	 t o 	 £ 5 0 m 
• 	 	 m a r g i n s 	 h e l d 	 u p 	 w e l l 	 w it h 	 t h e 	 g r o u p 	 op e r a t i n g 	 pr o fi t	
margin just 08 lower and the group pretax profit 
margin 02 below last year and 
• 	 	 n e t 	 d e b t  	 a t 	 0  8 x 	 g r o u p 	 a d j u s t e d 	 e bi t d a  	 f e l l 	 b y 	 £ 1 2 m	 
to £67m
frankie  benny’s 188 units 
frankie  benny’s performed well during 2009 turnover 
ebitda and profit all increased and margins held up strongly 
last year we opened 10 new restaurants of which three were 
on noncinema sites these are all trading superbly and are 
set to deliver strong returns during the year we focused  
our efforts towards our customers with very close attention  
to the variety of offering price point hospitality and service 
standards as with all of our brands we eschewed deep 
discounting and this helped to produce a very satisfactory 
profit performance we anticipate opening between seven 
and eleven new frankie  benny’s restaurants during 2010
leisure
2009 2008
total revenue £3536m £3290m
operating profit £691m £690m
operating margin 195 210
focus on  
our customers  
by providing 
excellent value  
and service 08 the restaurant group plc annual report 2009
chiquito 63 units
chiquito produced a solid performance during 2009 
although profits were a little below the level of the prior year 
profit margins were adversely impacted by two factors firstly 
the introduction of a new lunchtime menu which was priced 
at a very competitive level and also as a result of food input 
cost increases which we did not pass on to customers 
during the year we opened three new restaurants – the 
performance of these restaurants has been superb and we 
expect all of them to deliver very strong returns we expect  
to open two to five new chiquito restaurants during 2010 
pub restaurants 42 units
overall our pub restaurant business had a good year those 
pub restaurants located in the north west of england traded 
very well without exception trading in the south east was 
more variable with some very good performers and others 
where results were less buoyant 
as noted in our interim report we have embarked on a 
programme of aligning the majority of the pub restaurants 
towards a less formal brunning  price style of operation 
this programme commenced in the summer of 2009 and will 
continue this year the results of these changes have been 
very encouraging with significant improvements in trading 
being secured by the end of 2010 we will have substantially 
concluded this programme and we are also looking forward 
to adding some additional pub restaurants during the year 
currently we expect to open between two and three new 
pub restaurants in 2010 and as we have previously indicated 
we believe that further opportunities to accelerate the growth 
of our pub restaurant business will arise in the future  
in the meantime we will look to steadily add to our pub  
restaurant estate 
garfunkel’s 22 units 
garfunkel’s performed superbly during 2009 finishing with a 
very strong final quarter most of our garfunkel’s restaurants 
trade from prominent locations in central london and they 
enjoyed a strong and sustained trade throughout the year 
and i am pleased to report that this trend continues 
revenues and margins grew strongly and this resulted in a 
double digit growth in ebitda and profit during the second 
half we opened a new garfunkel’s restaurant on tottenham 
court road it is trading strongly and is set to deliver  
excellent returns during 2010 we expect to open two  
new garfunkel’s restaurants 
chief executive officer’s review of operations continued
sticking to our 
areas of expertise introduction business review governance financial statements
the restaurant group plc annual report 2009 09
our concessions division which operates at eight of the  
uk’s principal airports faced very tough trading conditions 
throughout 2009 passenger numbers “pax” in uk airports 
fell by 75 over the course of 2009 with some of the larger 
airports suffering falls of up to 12 the decline in pax 
started towards the end of 2008 and as i indicated in last 
year’s review we expected 2009 to be a tough year for  
our concessions division in anticipation of these tougher 
conditions we took steps to limit the adverse impact of lower 
levels of trade primarily by rigorous control of our operations 
and cost base these steps combined with the turnover
based rental model under which our airport business 
operates meant that we were able to manage the downturn 
in trade successfully as a result i am pleased to report that 
our concessions division produced a creditable level of 
ebitda of £159m 2008 £166m and a profit of £110m 
2008 £127m although these are below the prior year level 
they demonstrate both the resilient nature of our concessions 
business and also the benefits of rigorous operational and 
cost controls 
during the year we opened five new airport sites four at 
aberdeen airport and one at manchester airport in addition 
we redeveloped a site at heathrow terminal 4 which is now 
trading as the “bridge bar” these new sites are trading very 
well and are expected to deliver strong returns we plan to 
open two to four new airport sites during 2010 
whilst we do not anticipate a rapid increase in pax during 
2010 we are encouraged by the recent positive trend 
additionally we believe that a secular shift away from 
fullservice travel towards low cost travel has been hastened 
during these more straitened times and this bodes well for 
trg in the medium and longerterm we are confident that 
our marketleading position and expertise in this segment 
means that we are well placed to capitalise on the growth 
that will in due course resume 
building a  
business capable  
of delivering long 
term sustainable 
and growing 
cashflows
concessions 52 units
2009 2008
total revenue £822m £873m
operating profit £110m £127m
operating margin 134 146 10 the restaurant group plc annual report 2009
market dynamics and the economy
eating out has become an increasingly popular pastime for 
large parts of the uk population in recent years with growth 
trending at levels ahead of changes in gdp and we remain 
confident that the prospects for our market are positive 
socioeconomic factors such as an ageing population more 
females in work and levels of disposable income significantly 
higher than in previous generations augur well for our 
industry eating out particularly at our popular price points 
£10£16 spend per head is a relatively “small ticket” item for 
most people and for many it has become a habitual part of 
their lives and something that they are reluctant to give up 
nevertheless eating out represents to a significant degree 
discretionary spend and as such can be flexed according to 
consumers’ disposable income and confidence it would 
therefore be naïve to assume that our business is impervious 
to the recessionary forces and poor economic backdrop 
over the past eighteen months the reaction of many 
companies within our sector has been to discount selling 
prices in many cases these discounting programmes have 
been deep both in terms of the level and duration “buy one 
get one free” promotions have become commonplace and 
continue to be used frequently however trg has taken a 
different approach eschewing deep discounting our focus 
has been directed very much towards our customers 
concentrating on value range of choice across price points 
service and standards 
to date trg has demonstrated a level of resilience and 
popularity with diners that has enabled it to continue to grow 
revenues and profits and at the same time deliver high 
margins – we are determined to continue this there are a 
number of factors that have enabled trg to withstand the 
economic downturn these include our distinct market 
positioning in segments with lower supplyside risk our price 
points and avoiding the deep discounting that has pervaded 
large parts of the market offerings which have wide appeal 
to most socioeconomic groups and a commitment to 
delivering great hospitality and service to our customers 
the uk’s macroeconomic landscape has taken on some 
new and unusual features over the past twelve months 
faced with the threat of a recession becoming a depression 
and all of the concomitant longterm deflationary damage 
that would be implied our authorities along with those of all 
of the leading economies embarked upon unprecedented 
levels of monetary and fiscal stimulation this included a 
keynesian style uplift in public sector spending which has 
contributed to an increase in the level of national debt and 
involved running a budget deficit above 12 of uk gdp  
this represents a postwar high additionally an exceptionally 
loose monetary policy was pursued and this was further 
augmented through a £200bn quantitative easing 
programme this resulted in interest rates remaining low  
and a bank rate of just 05 the lowest since records  
began in 1694 whilst these unprecedented measures 
appear to have averted a depression positive impacts  
in terms of employment consumption and growth have  
so far been fairly limited 
there are two key macroeconomic variables which 
significantly impact our business – interest rates and 
unemployment over the past year unemployment has  
risen together with its equally corrosive bedfellow the fear  
of unemployment combined these two blights can have a 
dramatic effect on confidence consumption and household 
spending and this effect has manifested itself clearly over  
the past fifteen months for whilst those households where 
the breadwinners have remained in work have enjoyed an 
increase in disposable income as a result of low interest rates 
and lower inflation this has not translated into significant 
increases in consumer spend rather households have used 
this excess income to pay down debt or to build up savings 
and this has been reflected in a sizeable increase in the 
savings ratio this pattern of behaviour is similar to that  
which took place following the economic downturn in the 
early 1990s 
chief executive officer’s review of operations continued introduction business review governance financial statements
the restaurant group plc annual report 2009 11
an end to rising unemployment and a renewed confidence  
in job prospects within the uk will we believe represent a 
significant point of upturn for consumerfacing businesses 
for many of our customers unemployment and shorttime 
working or the fear of these acts as a disincentive to spend 
if however people feel that their jobs are secure they are 
more likely to spend including on eating out even if interest 
rates are higher 
so what are the implications for consumerfacing 
businesses in the shortterm much will depend upon the 
timing and impact of the exit from the monetary and fiscal 
stimuli and in turn this is likely to be impacted by the outcome 
of the general election at some point interest rates are likely 
to rise and it is noteworthy that recent statistics indicate that 
inflation remains above target more fundamentally perhaps  
is how the fiscal malaise is treated a budget deficit at the 
current levels is not sustainable and the corrective forces 
which will be brought to bear to rectify this are not very 
palatable a resumption of economic growth will certainly  
play its part in closing the gap and although current forecasts 
indicate below trend growth in 2010 this is forecast to return 
towards trend in 2011 in the short term this means two 
things are likely – higher taxes probably both direct and 
indirect and lower levels of government spend whilst neither 
of these are attractive for the consumer if the timing and 
nature of these exit actions are such that the private  
sector takes up some of the spare capacity created and 
unemployment does not materially increase it is likely that  
the result will be a further period of tough but for those 
businesses with sound business models and robust finances 
manageable conditions it is against this backdrop that  
we have framed our plans for the year ahead 
future prospects
at the end of 2008 and in early 2009 we were on the verge  
of a severe economic depression and there was virtually no 
forward visibility now however we have a clearer picture  
of the issues that have to be faced and to a degree a 
quantification of those issues the uk economy has moved 
away from a period of fear of a depression towards one of 
austerity and we will have to continue to carefully manage  
our way through this i am confident that we will successfully 
do so
beyond the shortterm the challenging economic backdrop 
is likely to have a cathartic effect on the supply side of  
our sector the reasons for this are twofold firstly some 
operators will withdraw or significantly downscale their plans 
and secondly it is likely for some time to deter new entrants 
combined these factors should act as a brake on restaurant 
supply and the positive impact of this is likely to be felt for 
some time 
looking forward our company is well placed to benefit  
from economic growth when it resumes we have a robust 
business model distinct market positions a strong balance 
sheet and we are well positioned to continue our expansion 
these factors combined with the efforts of all of our people 
enabled the group to produce good results last year despite 
an extremely challenging marketplace and in 2010 we will 
continue to
•	 	 stick 	 t o 	 our 	 ar e as 	 o f 	 e x pe r tise 
• 	 	 f o c u s 	 o n 	 o u r 	 c u s t om e r s 	 b y 	 pr o v i d i n g 	 e x c e l l e n t 	 v a l u e	 
and service
• 	 	 m a i n t a i n 	 hi g h 	 s t a n d a r ds 	 o f 	 op e r a t i o na l 	 e f fi c i e n c y	 
and execution
• 	 	 c a r e f ul l y 	 c o n t r o l 	 o u r 	 c o s t s 	
• 	 	 a dd 	 hi g h 	 qu a l it y 	 n e w 	 r e s t a u r a n t s 	 t o 	 o u r 	 por t f o l i o  	 a n d
•	 	 con tinue 	 our 	 f ocus 	 on 	 c ash flo w 	 and 	 r e tur ns 
by so doing our aim is to continue to strengthen our market 
positions and deliver longterm and sustainable profitable 
growth we have an outstanding team of people at trg  
of whom a great deal was asked in 2009 yet again they 
responded magnificently and i am grateful to all of them  
i am confident that they will put in every effort to ensure  
that we deliver another good performance this year 
andrew page
chief executive officer
3 march 2010
  12 the restaurant group plc annual report 2009
group finance director’s report
“ adjusted post tax profits  
of £345m were up 5 on 
the prior year resulting in  
an adjusted eps of 17 48p  
a 5 increase”
results 
against a difficult macro economic backdrop the group  
has recorded another very satisfactory set of financial  
results total group revenues increased by 46 to £4357m 
although underlying likeforlike sales were down 2 for the 
year this was more than offset by the full year impact of 
openings in 2008 and a part year effect of the 19 new sites 
opened in 2009
group adjusted ebitda was £796m an increase of 28 on 
the prior year after adding back the noncash sharebased 
payment charge of £21m 2008 £19m total ebitda in the 
year was £817m 2008 £794m after depreciation charges 
in the year totalling £263m 2008 £233m group adjusted 
operating profit for the year was £534m 2008 £542m  
this represents a slightly reduced operating margin of 122 
2008 130 however this outcome was considerably 
better than anticipated earlier in the year and has resulted 
from a diligent focus on costs and efficiencies across the 
business throughout the year 
adjusted net interest costs in the year were £33m a 37 
reduction compared to 2008 this reflects lower average  
debt during the year and lower interest rates on the 
unhedged portion of the group’s debt total adjusted group 
profit before tax was £500m a 23 increase on the prior 
year after taking into account a lower average tax rate as 
discussed later in this report adjusted post tax profits of 
£345m were up 5 on the prior year resulting in an adjusted 
eps of 1748p a 5 increase
cost inflation
during 2009 the group successfully absorbed significant 
upward cost pressure on wages food and beverage input 
costs and utility costs wage costs in particular were affected 
by the october 2008 increase of 38 in national minimum 
wage as well as changes to the statutory holiday pay regime 
which came into effect in april 2009 the outlook for 2010 in 
terms of cost inflation is significantly more benign national 
minimum wage only increased by 12 in october 2009 we 
expect overall food and beverage cost inflation to be less in 
2010 than in 2009 rent increases are running at much lower 
levels than we have seen historically utility costs are currently 
running at about the same level as last year and we expect 
these to reduce with effect from the final quarter of the year 
we estimate that total sales growth of 2 to 3 would be 
sufficient to offset these cost increases after nine weeks   introduction business review governance financial statements
the restaurant group plc annual report 2009 13
total sales were up over 6 more than double the level  
of growth necessary to cover the expected levels of cost 
inflation outlined above
nontrading and noncore items 
the full year results include a net credit of £28m in respect  
of nontrading items the principal components of this are
• 	 	 a 	 £ 1  2 m 	 c ha r g e 	 a r i s i n g 	 o n 	 t h e 	 r e v a l u a t i o n 	 o f 	 t h e	 
group’s various interest rate swap arrangements
• 	 a 	 n e t 	 £ 0  5 m 	 l o s s 	 o n 	 s e v e r a l 	 mi n or 	 pr op e r t y 	 d i s po s a l s 
•	 	 a 	 £ 4  5m 	 ta xa tion 	 cr edit  	 t his 	 lar gely 	 arise s 	 on 	 the 	
satisfactory outcome of negotiations with hmrc on the 
2005 tax computation in connection with the tax treatment 
of the caffe uno disposal profits realised in that year
during the year noncore losses increased to £13m  
2008 £09m and we will continue to take steps to  
minimise these noncore losses 
capital expenditure 
during the year the group invested a total of £315m  
in capital additions 2008 £467m this consisted of 
development expenditure totalling £201m 2008 £359m 
including the acquisition of four pub freeholds for £36m  
we have also continued to invest in the refurbishment and 
maintenance of the existing estate and during the year the 
group spent £114m on this type of capital expenditure 
2008 £108m we are committed to continuing this 
programme of investment in the existing estate and believe 
that this is a key element in ensuring the ongoing trading 
success of the likeforlike estate
during the year the group opened a total of 19 new outlets 
all of which are trading very satisfactorily all are generating 
levels of turnover and profit at least in line with feasibility and 
in many cases substantially ahead of feasibility we opened 
significantly fewer new units in 2009 than in recent years 
primarily as a result of property companies and developers 
significantly reducing new activity over the course of the last 
two years in response to the economic downturn after 
taking into account a number of closures and disposals in 
the year primarily leases and concessions coming to the 
end of their term the group finished the year with 367 
trading units the following table summarises openings  
and closures during the year 
   year end   year end 
   2008 opened closed 2009
frankie  benny’s  179 10 1 188
chiquito  61 3 1 63
garfunkel’s  22 1 1 22
pub restaurants  44 – 2 42
concessions  48 5 1 52
    
total  354 19 6 367
    
we continue to be highly focused on ensuring that all our 
investments achieve excellent returns on investment we adopt 
a rigorous approach to the capital investment appraisal of all 
new sites this includes a detailed financial evaluation as  
well as demographic competitor and market analysis all 
significant projects are approved by the group board we also 
conduct regular postinvestment appraisals and these confirm 
that target levels of return continue to be achieved 
cash flow  
set out below is a summary cash flow statement for 2009 
this clearly demonstrates the strong cash flow generation 
characteristics of the restaurant group and the transparent 
conversion of operating profits into cash net cash flow from 
operations was £835m 2008 £765m free cash flow 
defined as net cash flow from operations less interest tax  
and maintenance capex was £562m 2008 £473m  
adding high
quality new 
restaurants to 
our portfolio 14 the restaurant group plc annual report 2009
group finance director’s report continued
this cash flow has been utilised to finance the new site 
development programme including the pub freehold 
acquisitions referred to above and also to pay cash dividends 
totalling £149m 2008 £142m working capital was 
particularly strong in the year largely due to the beneficial 
timing of certain items which will partly reverse in 2010 
whereas in most recent years all of the group’s free cash 
flow has been utilised to develop new sites and pay a 
dividend in 2009 due to the lower level of new openings the 
business has generated surplus cash which has been used 
to pay down debt as a result even after spending £39m 
acquiring shares for the employee benefit trust the group  
still paid down over £12m of net debt resulting in a year end 
net debt position of £667m 2008 £789m 
cash flow  
     2009 2008 
     £m £m
operating profit before nontrading items  534 542
working capital and noncash adjustments  38 10
depreciation     263 233
net cash flow from operations    835 765
  
net interest paid     22 48
tax paid     137 136
maintenance capital expenditure   114 108
free cash flow     562 473
  
new build capital expenditure    201 359
movement in capital creditors    64 23
dividends     149 142
normalised net cash flow    148 05
  
disposals     05 18
net cash flow from share issues   10 01
purchase of shares for employee benefit trust  39 36
finance costs offset against bank debt  02 01
change in net debt     122 23
  
net bank debt at start of year    789 766
  
net bank debt at end of year    667 789 introduction business review governance financial statements
the restaurant group plc annual report 2009 15
financing 
the group has committed banking facilities of £120m and a 
£10m overdraft facility the committed bank facility was put  
in place in december 2007 and runs for five years until 
december 2012 
the group has interest rate hedging instruments in place to 
fix interest costs on £40m of total debt £20m is fixed at a rate 
of 3 plus margin until january 2012 a further £20m is fixed 
at 27 plus margin until 2011
the group’s banking arrangements contain two financial 
covenants which are tested on a six monthly basis these 
and other key financial ratios are summarised as follows
    banking 
    covenant 2009 2008
ebitda  interest cover   4x 239x 146x
net debt  ebitda    3x 084x 102x
fixed charge cover    na 25x 24x
balance sheet gearing   na 58 84
in terms of financial gearing fixed charge cover defined as 
ebitda plus rent divided by rent plus interest improved 
slightly in the year from 24 times in 2008 to 25 times in 2009 
and balance sheet gearing fell from 84 to 58 in the 
current climate we are happy to see a reduction in the overall 
level of net debt putting us in a strong position to accelerate 
the new opening programme as circumstances allow over  
the next few years 
taxation 
the total taxation charge in the year was £111m as follows
   2009   2008 
   non   non 
  trading trading total trading trading total 
  £m £m £m £m £m £m
corporation tax 160 07 153 150 05 145
deferred tax 04 38 42 11 07 04
      
total 156 45 111 161 12 149
      
on trading activities the underlying tax charge in the year of 
£156m represents a tax rate of 311 compared to 33  
in 2008 the group’s average tax rate is higher than the 
mainstream corporation tax rate of 28 primarily due to a 
significant level of disallowable spend within the capital 
expenditure total given the somewhat lower level of total 
capital expenditure this year compared to other recent years 
the differential has reduced somewhat on an ongoing basis 
with a level of total capex more in line with recent years we 
would expect our average tax rate to be some 315 
stephen critoph 
group finance director
3 march 2010
    
continue our 
focus on cashflow 
and returns 1 2 3
16 the restaurant group plc annual report 2009
board of directors
1 alan jackson
nonexecutive chairman
aged 66 he joined the restaurant group plc as executive 
chairman in march 2001 and became nonexecutive 
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 nonexecutive chairman of 
luminar plc and charles wells limited nonexecutive deputy 
chairman of redrow plc and a nonexecutive director of 
playtech plc
2 andrew page
chief executive officer
aged 51 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 nonexecutive director of arena leisure plc
3 stephen critoph
group finance director
aged 49 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 4 5 6 7
introduction business review governance financial statements
the restaurant group plc annual report 2009 17
4 trish corzine
executive director trg concessions
aged 52 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 häagendazs 
then managed the atacama restaurant group
5 john jackson
nonexecutive
aged 63 he was appointed a nonexecutive director of  
the company in october 1996 he is ceo of jamie oliver 
holdings limited and is also senior nonexecutive director  
of wilkinson hardware stores limited and a nonexecutive 
director of luminar plc he was formerly chief executive of 
semara plc managing director of body shop international 
plc chairman and managing director of chesebrough  
ponds limited and chairman of virgin vie at home victory 
corporation limited and various other virgin companies
6 tony hughes
nonexecutive
aged 61 he was appointed as a nonexecutive 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 bq ja devenish and whitbread 
7 robert morgan
company secretary
aged 38 he joined the restaurant group in 2002 in the 
finance department and was appointed as company 
secretary in september 2004 previously he worked in the 
finance function of cocacola hbc sa having qualified  
as a chartered accountant with kpmg 18 the restaurant group plc annual report 2009
report of the directors
the directors present their annual report and the group 
accounts for the year ended 27 december 2009
results and dividends
the results for the year ended 27 december 2009 are 
presented under international financial reporting standards 
“ifrss” the report and accounts are drawn up on a  
52 week reporting basis ending on 27 december 2009 
2008 52 week reporting basis ending on 28 december 
2008 the results for the year are set out in the group 
consolidated income statement on page 45 this shows  
a group profit after taxation of £373m 2008 £322m 
an interim dividend of 14p per share was paid on 14 october 
2009 a second interim dividend of 63p per share has been 
declared and will be paid on 30 march 2010 to shareholders 
on the register on 12 march 2010 the directors propose a 
final dividend of 03p per share which is subject to approval 
at the company’s annual general meeting to be held on 
6 may 2010 should this be approved this final dividend will 
be paid on 7 july 2010 bringing the ordinary dividend per 
share payable in respect of 2009 to 80p 2008 77p
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 2009 
were as follows
executive directors
•	 a ndr e w 	 p age
• 	 s t e phe n 	 cr it oph
•	 t r ish 	 cor zine
nonexecutive directors
•	 a lan 	 jack son
•	 john 	 jack son
• 	 t on y 	 hughe s
in respect of 2009 each of the nonexecutive directors 
excluding the chairman is considered by the board to be 
independent john jackson holds the role of senior non
executive director alan jackson transitioned from executive 
chairman to nonexecutive chairman on 1 january 2006  
and following his tenure as an executive director is not 
considered to be an independent nonexecutive director
no director has a service contract with the company 
requiring more than twelve months notice in accordance with 
the articles of association the director retiring by rotation is 
t r ish 	 cor zine 	 who  	 be ing 	 e ligible  	 o f fe rs 	 he rse lf 	 f or 	 r e e le ction	
at the annual general meeting to be held on 6 may 2010 
john jackson has notified the board of his intention to stand 
down as a director of the company with effect from the end 
of the annual general meeting
during the year the audit committee comprised the following 
nonexecutive directors
•	 john 	 jack son
• 	 t on y 	 hughe s
john jackson is currently chairman of the audit committee
during the year the remuneration committee comprised  
the following nonexecutive directors
•	 john 	 jack son
• 	 t on y 	 hughe s
t o n y 	 hu g h e s 	 i s 	 c u r r e n t l y 	 c ha i r m a n 	 o f 	 t h e 	 r e m u n e r a t i o n	
committee
during the year the nominations committee comprised  
the following directors
•	 john 	 jack son 	  chair man 
•	 a lan 	 jack son
•	 a ndr e w 	 p age
• 	 t on y 	 hughe s
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 29 to 36 introduction business review governance financial statements
the restaurant group plc annual report 2009 19
directors’ shareholdings
the interests of the directors in the shares of the company  
all being beneficially owned were as follows
   at   at  at 
   2 march   27 december  28 december  
  2010  2009  2008
executive directors   
andr ew 	 page	 	 506806	 	 506806	 	 417485
stephen critoph  202491  202491  77581
t rish 	 corzine	 	 213757	 	 213757	 	 132466
   
nonexecutive directors   
alan jackson  400191  400191  400191
john jackson  –  –  300000
t ony 	 hughes	 	 10000	 	 10000	 	 10000
details of the directors’ share options are disclosed in  
the directors’ remuneration report on pages 34 and 35  
the closing midmarket price of the ordinary shares on  
27 december 2009 was 1875p and the range during the  
year was 1050p to 2095p
share capital structure
the company has one class of shares ordinary shares of 
28
1
⁄ 8p the authorised share capital is 284444444 ordinary 
shares of 28
1
⁄ 8p as at 27 december 2009 the issued called 
up and fully paid number of shares in issue was 197575863 
shares there are no preference shares or special rights 
pertaining to any of the shares in issue
following the 2009 annual general meeting the directors 
have had the authority to allot shares up to an aggregate 
nominal amount of £18444266 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 6 may 2010 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 2009 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 19673884 ordinary shares which 
represented 10 of the company’s issued ordinary share 
capital at the time of the notice of the 2009 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 the directors 
have no present intention of exercising this authority
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 18 february 2010 the company had been notified of the 
following interests of 3 or more in the issued ordinary share 
capital of the company
 number  of issued 
 of shares share capital
old mutual asset managers 13420377 679
jp  	 morgan 	 asset 	 management	 10295748	 522
scottish widows 10197841 516
standard life 8432381 427
legal  general 8084987 409
bae 	 pension 	 fund	 7896552	 400
fc asset management 7507863 380
aviva investors 7050646 357
blackrock inc 6381150 323
rathbones 6350000 321
corporate governance
the company is committed to high standards of corporate 
governance and to observing the principles of corporate 
governance contained in the combined code on corporate 
governance that was issued in 2006 by the financial 
reporting council “the code” for which the board is 
accountable to shareholders 
statement of compliance with the combined code
throughout the year ended 27 december 2009 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
statement about applying the principles of the code
the company has applied the principles set out in section 1  
o f 	 t h e 	 c od e  	 i n c l ud i n g 	 bo t h 	 t h e 	 m a i n 	 p r i n c i pl e s 	 a n d 	 t h e	
supporting principles by complying with the code as 
reported above further explanation of how the main 
p r i n c i pl e s 	 ha v e 	 b e e n 	 a ppl i e d 	 i s 	 s e t 	 o u t 	 b e l o w 	 a n d 	 i n	 
the directors’ remuneration report and the audit  
committee report 20 the restaurant group plc annual report 2009
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 strategic objectives 
and looks to ensure that the necessary financial and human 
resources are in place to achieve these objectives 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 nonexecutive chairman  
the chief executive officer the group finance director the 
executive director of the concessions division and two 
nonexecutive 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 performance resources and standards of 
conduct which is vital for the success of the group
john jackson acts as senior independent nonexecutive 
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 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 daytoday 
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 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 reelection thereafter at intervals of not 
more than three years
there is significant involvement from the nonexecutive 
directors this involves an ongoing dialogue with the 
executive directors including constructive challenge of 
performance and the group’s strategy the nonexecutive 
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 
uptodate trading information the nonexecutive 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 nonexecutive directors to gain an 
understanding of the whole business nonexecutive 
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 2009 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 nonexecutive 
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 introduction business review governance financial statements
the restaurant group plc annual report 2009 21
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 preliminary announcement 
of the yearend 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 nonexecutive 
directors there was 100 attendance of the four 
remuneration committee meetings during 2009 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 29 to 36
nominations committee
the nominations committee consists of the nonexecutive 
directors the nonexecutive chairman and the chief 
executive officer it met twice during 2009 with full 
attendance at both meetings there are written terms  
of reference for the nominations committee it makes 
recommendations to the board for the appointment or 
replacement of additional directors it is also responsible  
for succession planning for the group
audit committee
the audit committee consists of two nonexecutive 
directors during the year the committee was chaired by 
john jackson who is a qualified accountant the audit 
committee met twice during 2009 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 37 and 38 shareholders of the 
c om p a n y 	 ha v e 	 t h e 	 oppor t u nit y 	 t o 	 r e  a ppo i n t 	 d e l o it t e 	 llp	 
as external auditors of the company at the annual general 
meeting to be held on 6 may 2010
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 longterm sustainable and 
growing cash flows in pursuit of this we have built a business 
which is focused on the growing casual eatingout 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 our activities in two areas – leisure and 
concessions 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 rollout of our brands – frankie  benny’s 
chiquit o  	 gar f unk e l ’ s 	 and 	 our 	 p ub 	 r e stauran t 	 busine s s  	 w e	
have a solid pipeline of sites for development coupled with a 
strong focus on continuing to deliver likeforlike sales growth 
from our existing restaurants our concessions business 
operates in a dynamic and complicated market where our 
management teams have marketleading 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 overleaf 
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
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 
likeforlike 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 “likeforlike 
sales” across the industry although the group has applied  
a consistent basis of calculation across years for reporting 
likeforlike performance during 2009 the group likeforlike 
sales declined by 2 which followed a 15 increase in 2008 
and a 55 increase in 2007 22 the restaurant group plc annual report 2009
nature of risk mitigation plans
strategic  external risks
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
operational risks
failure to provide customers with brandstandard 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 longterm incentive plan
financial risks
increase in prices of key raw materials including foreign 
currency fluctuations wages and overheads and utilities
rolling programme of securing longerterm contracts to mitigate 
shortterm pricing fluctuations energy efficiency programme
reversion of formerly sold or disposed leases following 
business failure of new occupiers
monitoring of sublet companies ongoing relationships with 
property agents
failure to meet banking covenants signed facility agreement monthly monitoring of financial 
performance against covenant levels banking relationships 
significant levels of headroom against covenants
compliance risks
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
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 on pages 6 to 11
report of the directors continued introduction business review governance financial statements
the restaurant group plc annual report 2009 23
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 2009 the group 
opened 19 new sites and plans to open 1525 new 
restaurants during 2010
ebitda
the ability of the group to finance its rollout programme  
is aided by strong cash flows from the existing business  
the group defines ebitda as operating profit before 
depreciation amortisation and nontrading items ebitda 
serves as a useful proxy for cash flows generated by 
operations and is closely monitored during 2009 the  
group generated £796m ebitda an increase of 3  
on the 2008 level of £775m
operating profit margin
the board and management closely monitor profit margins 
as an indicator of operating efficiency within restaurants and 
across the group during 2009 the group adjusted operating 
margin was 122 2008 130 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 wellestablished procedures which have been 
developed over many years which meet the requirements  
of the turnbull guidance a key control procedure is the 
daytoday 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 
f or 	 a n 	 e n t it y 	 o f 	 it s 	 s i z e 	
other key features and the processes for reviewing 
effectiveness of the internal control system are  
described below
• 	 	 t e r m s 	 o f 	 r e f e r e n c e 	 f or 	 t h e 	 b o a r d 	 a n d 	 it s 	 s u b  c om mit t e e s 	
including a schedule of matters reserved for the board  
and an agreed annual programme of fixed agenda items 
for board approval
• 	 	 a n 	 e s t a bl i s h e d 	 or g a ni s a t i o na l 	 s t r u ct u r e 	 w it h 	 c l e a r 	 l i n e s	 
of responsibility and rigorous reporting requirements 
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
• 	 	 c a pit a l 	 i n v e s t m e n t 	 i s 	 r e gula t e d 	 b y 	 a 	 b udg e t a r y 	 pr o c e s s	
and authorisation levels with appraisals and post 
investment reviews
• 	 	 c om pr e h e n s i v e 	 po l i c y 	 m a n u a l s 	 s e t t i n g 	 o u t 	 a gr e e d	
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
•	 	 a n 	 in t e r nal 	 audit 	 f unction 	 he aded 	 b y 	 an 	 e x pe r ie nced 	
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 2009
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 the directors are required 
by the international accounting standards “ias” regulation 
to prepare the group financial statements under international 
financial reporting standards “ifrss” as adopted by the 
european union the group financial statements are also 
required by law to be properly prepared in accordance with 
the companies act 2006 and article 4 of the ias regulation 
ias 1 requires that ifrs financial statements present fairly for 
each financial year the company’s financial position financial 
performance and cash flows this requires the faithful 
representation of the effects of transactions other events and 
conditions in accordance with the definitions and recognition 
criteria for assets liabilities income and expenses set out in 
the international accounting standards board’s ‘framework 
for the preparation and presentation of financial statements’ 
in virtually all circumstances a fair presentation will be 
achieved by compliance with all applicable ifrss  
ho w e v e r  	 d ir e ct ors 	 ar e 	 also 	 r equir ed 	 t o 
• 	 pr op e r l y 	 s e l e ct 	 a n d 	 a ppl y 	 a c c o u n t i n g 	 po l i c i e s 
• 	 	 pr e s e n t 	 i n f or m a t i o n  	 i n c l ud i n g 	 a c c o u n t i n g 	 po l i c i e s 	 
in a manner that provides relevant reliable  
c om p a r a bl e 	 a n d 	 u n d e r s t a n d a bl e 	 i n f or m a t i o n  	 a n d	
• 	 	 pr o v i d e 	 a dd it i o na l 	 d i s c l o s u r e s 	 w h e n 	 c om pl ia n c e 	 w it h 	 t h e	
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
the directors have elected to prepare the parent company 
financial statements in accordance with united kingdom 
g e n e r a l l y 	 a c c e p t e d 	 a c c o u n t i n g 	 p r a ct i c e 	  u nit e d 	 k i n gdom	
accounting standards and applicable law the parent 
company financial statements are required by law to give  
a true and fair view of the state of affairs of the company  
in preparing these financial statements the directors are 
required to
• 	 	 s e l e ct 	 s uit a bl e 	 a c c o u n t i n g 	 po l i c i e s 	 a n d 	 t h e n 	 a ppl y	 
t he m 	 c on si s t e n t l y
• 	 	 m a k e 	 j udg e m e n t s 	 a n d 	 e s t i m a t e s 	 t ha t 	 a r e 	 r e a s o na bl e	 
a n d 	 pr ud e n t 
• 	 	 s t a t e 	 w h e t h e r 	 a ppl i c a bl e 	 u k 	 a c c o u n t i n g 	 s t a n d a r ds	 
have been followed subject to any material departures 
disclosed 	 and 	 e xplained 	 in 	 the 	 financial 	 sta t eme n ts  	 and
• 	 	 pr e p a r e 	 t h e 	 fi na n c ia l 	 s t a t e m e n t s 	 o n 	 t h e 	 go i n g 	 c o n c e r n	
basis unless it is inappropriate to presume that the 
company will continue in business
the directors are responsible for keeping proper accounting 
records that 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 auditors
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 auditors 
are aware of that information the directors are not aware  
of any relevant information of which the auditors are 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 are significant economic concerns facing the 
united kingdom and consumerfacing industries in particular 
the group finance director’s report also 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 
b e l o w  	 p o t e n t ia l 	 r i s k 	 f a ct or s 	 a n d 	 u n c e r t a i n t i e s 	 t ha t 	 c o ul d	
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 is generally does not give credit to its customers 
the group has a debt facility of £120m which matures in 
december 2012 and net debt at 27 december 2009 of 
£667m 28 december 2008 £789m based on the  
group’s plans for 2010 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
corporate responsibility
the restaurant group plc “trg” 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
report of the directors continued introduction business review governance financial statements
the restaurant group plc annual report 2009 25
this is split into five sections
• 	 	 o u r 	 m a r k e t 	 – 	 t h e 	 a r e a 	 o f 	 b u s i n e s s 	 t ha t 	 o u r 	 s t r a t e g y 	 i s	
focused on
• 	 	 o u r 	 p e opl e 	 – 	 t h e 	 g r o u p ’ s 	 po l i c i e s 	 a n d 	 a ct i o n s 	 t o w a r ds	 
our 10000 employees
•	 	 o ur 	 communitie s 	 – 	 ho w 	 tr g 	 in t eracts 	 with 	 those	
communities from which our customers and employees 
are drawn
• 	 	 o u r 	 e n v i r o nm e n t 	 – 	 t h e 	 i m p a ct 	 o f 	 t r g 	 o n 	 t h e 	 w i d e r	
environment and how we are seeking to reduce this
•	 	 o ur 	 shar e holde rs 	 – 	 those 	 tha t 	 ha v e 	 in v e st ed 	 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 the fat and salt content in food 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 continue  
to offer our customers a broad range of choice in our 
restaurants including healthy options
healthy eating
h e a lt h y 	 e a t i n g 	 i s 	 a 	 p e r s o na l 	 r e s po n s i bi l it y 	 b u t 	 t r g	
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 it should provide its guests with choice 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 daytoday 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
the group is undertaking a process of monitoring nutritional 
content across its menus and as part of our ongoing menu 
review will look to develop the healthier options available to 
customers and to work with our suppliers to reduce salt 
content and calorific content
the group has engaged with the food standards authority 
h e a lt h y 	 c a t e r i n g 	 i nit ia t i v e 	 a n d 	 i s 	 c om mit t e d 	 t o 	 e n s u r e 	 t ha t	 
all menus feature lighter options and all children’s meals  
come with a choice of carbohydrate alternatives and a 
complementary portion of salad or vegetables and to work 
with our suppliers to source lower salt saturated fat and 
calorie versions of ingredients where possible
hydrogenated fats
in light of uk government and consumer focus with regard  
to consumption of products containing high levels of fat 
particularly saturated fats and artificial hydrogenated  
transfats which have been linked to potential risks to 
cardiovascular health we conducted a detailed review  
of our suppliers and our menu ingredients in conjunction  
with our external food safety consultants
•	 	 w e 	 ha v e 	 w or k ed 	 close ly 	 with 	 all 	 o f 	 our 	 supplie rs 	 t o	 
identify the types and levels of fats and oils in our 
ingredients to facilitate a programme of removal 
replacement or reduction whilst maintaining our  
required quality standards
• 	 	 t h e 	 v a s t 	 m a j or it y 	 o f 	 o u r 	 i n gr e d i e n t s 	   9 9   	 a r e	 
now free from hydrogenated fats and oils
• 	 	 s i n c e 	 a u gu s t 	 2 0 0 7 	 w e 	 ha v e 	 pr o hi bit e d 	 t h e 	 s u ppl y 	 o f 	 n e w	
ingredients containing added hydrogenated fats and oils
• 	 	 w e 	 c o n t i n u e 	 t o 	 w or k 	 c l o s e l y 	 w it h 	 a l l 	 o f 	 o u r 	 s u ppl i e r s 	 t o	
identify and progress opportunities for reducing overall 
levels of saturated fat wherever possible and to provide 
healthier choices
   whilst some transfats occur naturally and are found in small 
amounts in meat and dairy products concerns have been raised 
about artificial transfats formed during a food manufacturing 
process called hydrogenation that turns oils into solidsemisolid 
fats these hydrogenated fatsoils can be found in products such 
as biscuits cakes margarine processed foods and cooking oils
other initiatives
all our red meat is supplied from producers in the uk and 
ireland and we have taken significant steps to reduce our 
“food miles” this process will continue into 2010 with a 
focus on improving our supply chain efficiency and reducing 
the number of deliveries and therefore food miles to  
our restaurants
trg is a member of the supplier ethical data exchange 
sedex which facilitates measurement and improvement  
i n 	 e t hi c a l 	 b u s i n e s s 	 pr a ct i c e s 	 a c r o s s 	 t h e 	 s u ppl y 	 c ha i n  	 8 8	 
of our 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 2010
drink aware
all our restaurants operate an “are you 21” policy whereby 
we will ask for proof of identification to anyone who appears 
to be under 21 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 nonalcoholic 
drinks including fruit juices carbonates minerals and 
nonalcoholic cocktails and tap water is available for 
customers free of charge  26 the restaurant group plc annual report 2009
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
we employ approximately 10000 people and continue to 
increase this number as we expand our business even 
during the difficult trading conditions experienced in 2009  
we have continued to build our workforce and have created 
around 500 extra jobs meaning more opportunities for 
individuals and the strengthening our brands nationwide
our policies ensure that we offer equal rights regardless of 
age colour gender sexual orientation disability or religion 
this gives us a diverse group of employees able to meet the 
challenges our market presents we have a fair and open 
recruitment process with clear terms of employment 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 also has a 
defined termination policy should this be required
recently there has been a stronger focus on ensuring the 
recruitment of our teams complies with current legislation 
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 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 deliver high quality courses 
as well as guiding new and established team members 
throughout their development 2009 saw the team receive  
a national innkeeping training awards ‘nita’ award for  
the ‘best licensee induction’ for our ‘manager in training’ 
programme trg have been nominated again in the same 
category for 2010 as well as an individual award for one  
of our general managers for the quality of his training 
with our portfolio of sites it is vital that our communication is 
of a very high standard each day branch staff are given team 
br i e fi n gs  	 w e e k l y 	 m e e t i n gs 	 f or 	 s t a f f 	 a n d 	 m a na g e m e n t 	 a r e	
he ld  	 and 	 w e e k ly 	 communic a tions 	 pack s 	 ar e 	 is sued 	 f r om	
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 twoway 
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 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
our communities
active involvement in the local communities around our 
restaurants and pub restaurants is important to the 
restaurant group plc whilst we operate successful national 
brands our focus is on local community marketing whether 
this is for frankie  benny’s with almost 200 restaurants or 
the individual pub at the heart of a village community the 
restaurant group supports staff fundraising activities at a 
brand and local level 
during 2009 we engaged in a number of local and national 
charitable events
• 	 	 t h e 	 f r a nk i e 	  	 b e nn y ’ s 	 t e a m 	 w or k e d 	 w it h 	 o u r 	 c u s t om e r s	 
to raise more than £136000 for the bbc children in need 
appeal by organising fancy dress parties charity car 
w a s h e s  	 r a f fle s 	 a n d 	 o t h e r 	 t h e m e d 	 e v e n t s 	
• 	 	 c hi qui t o 	 do na t e d 	 £ 1 	 f or 	 e v e r y 	 m a i n 	 c o u r s e 	 t e qui la 	 r e d	
s na pp e r 	 p u r c ha s e d 	 t o 	 t h e 	 c a s a 	 a l ia n z a 	 c ha r it y 	 i n 	 m e x i c o	
 he l pi n g 	 h ome le s s 	 p e ople  
• 	 	 o u r 	 p u b s 	 r a n 	 a 	 mo n t h ’ s 	 f u n dr a i s i n g 	 f or 	 b r e a s t 	 c a n c e r	
c a r e  	 w it h 	 c ha r it y 	 p u b 	 qui z z e s  	 f u n 	 r u n s 	 a n d 	 t h e 	 s a l e 	 o f	
“ pink 	 dishe s ”  	 raising 	 £ 6  0 0 0 
• 	 	 f r a nk i e 	  	 b e nn y ’ s 	 c o n t i n u e s 	 it s 	 i nit ia t i v e 	 t o 	 s u ppor t 	 l o c a l	
junior sports teams across the country providing new 
s por t s 	 k it 	 f or 	 mor e 	 t ha n 	 9 0 	 l o c a l 	 t e a m s 	 i n 	 2 0 0 9  	 a n d	
• 	 	 a t 	 s u t t o n 	 h a l l 	 n e a r 	 m a c c l e s fie l d 	 t h e 	 b r u nn i n g 	 a n d 	 p r i c e	
team held a local food and drink festival that attracted  
22 local artisan food producers and 45 cask ales from  
uk microbrewers and featured wine and cheese tastings 
demonstrations of fish filleting cookery bread making 
chocolate making cheese making and butchery and a 
wide range of family activities for around 3000 visitors –  
all to raise more than £8000 apiece in aid of the north 
west air ambulance and the east cheshire hospice
report of the directors continued introduction business review governance financial statements
the restaurant group plc annual report 2009 27
w e 	 a r e 	 pr o ud 	 o f 	 o u r 	 f r a nk i e 	  	 b e nn y ’ s 	 sc h o o l s 	 p r o gr a m m e	
w hi c h 	 s u ppor t s 	 t h e 	 p r i m a r y 	 k e y 	 s t a g e s 	 c u r r i c ul u m  	 t hi s	
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  
t h e 	 oppor t u nit y 	 t o 	 m a k e 	 a n d 	 b a k e 	 t h e i r 	 o w n 	 pi z z a s  	 d u r i n g	
2009 more than 4000 pupils visited frankie  benny’s as 
par t 	 o f 	 this 	 p r ogramme 
our environment
during 2009 there have been a number of developments 
regarding the group’s commitment to mitigating its impact on 
the environment 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
trg is working towards ensuring the business is compliant 
with the requirements of the carbon reduction commitment 
to that end we have established a close relationship with the 
carbon trust who advise the group on best practice and 
ensure energyconsciousness is at the heart of our strategic 
objectives covering premises design and construction 
heating lighting ventilation and food production trg is 
working towards achieving the carbon trust standard
we have a multidisciplinary team working on 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 
• 	 	 b y 	 j a n u a r y 	 2 0 1 0 	 w e 	 ha d 	 i n s t a l l e d 	 a u t om a t e d 	 m e t e r	
readers “amrs” to supplement halfhourly monitoring  
of electricity supplies at 97 of our leisure division 
businesses installation of amrs is an initial step in  
full participation in the carbon reduction  
c ommit me n t 	 s c he me 
• 	 	 w e 	 r e c o g ni s e 	 t ha t 	 la s t i n g 	 c ha n g e 	 i n 	 e n e r g y 	 c o n s u m p t i o n	
by the group will require changes in behaviour for  
our whole team the provision of accurate and timely 
management information covering energy consumption 
will become an essential tool supporting the change a 
webbased energyinformation portal to provide real time 
consumption data to restaurants and our operators has 
been developed in association with our energy consultants 
and 	 will 	 be 	 launched 	 in t o 	 the 	 busine ss 	 in 	 2 0 1 0  	 and
• 	 	 a 	 c om p e t it i v e 	 t r ia l 	 o f 	 b ui l d i n g 	 m a na g e m e n t 	 s y s t e m s 	 i s	
underway at a sample of our frankie  benny’s sites  
the systems allow for remote monitoring of equipment  
use and energy consumption and may facilitate increased 
savings in consumption while supporting efficient  
business operation
reducing the resources we use and the waste we generate  
is also a key objective for the group
• 	 	 i n 	 2 0 0 9 	 w e 	 i n s t a l l e d 	 w a t e r  s a v i n g 	 d e v i c e s 	 i n 	 a l l 	 o u r	
r e staura n t 	 w as hr o oms 
•	 	 trg 	 r e cy cled 	 almost 	 5 0 0  0 0 0 	 litr e s 	 o f 	 used 	 cook ing 	 oil 	
o u r 	 c o n t r a ct or 	 s u ppl i e s 	 a 	 bi o  d i e s e l 	 pr odu ct i o n 	 f a c i l it y 
• 	 	 k i ds ’ 	 p a c k s 	 i n 	 f r a nk i e 	  	 b e nn y ’ s 	 a n d 	 c hi quit o 	 a r e 	 n o w	
m a d e 	 f r om 	 7 5  	 r e c y c l e d 	 m a t e r ia l  	 f r a nk i e 	 a n d 	 b e nn y ’ s	
p ack s 	 ar e 	 no w 	 packaged 	 in 	 pape r 	 bags 	 ra the r 	 than	 
pla s t i c 	 t o 	 r e du c e 	 t h e 	 p e r i od 	 r e qui r e d 	 f or 	 d e c a y  	 a n d
• 	 	 w a s t e 	 g la s s 	 a n d 	 c a r dbo a r d 	 i s 	 c o l l e ct e d 	 f or 	 r e c y c l i n g	 
at over 90 of our businesses where we control  
the collection
during 2009 we have also trialled a more environmentally 
friendly building design with more efficient kitchen equipment 
and other machinery during 2010 we will monitor the savings 
in energy consumption from this restaurant and we are 
working with the carbon trust and other external advisers  
to develop further environmental efficiencies in our building 
design and equipment used in our operations
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 leisure division and our 
concessions division which operates principally on airports 
in 2005 the group disposed of its highstreet focussed 
brands est est est and caffe uno garfunkel’s in central 
london bath and edinburgh continues to perform well for 
the group
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 
2009 and prospects for the group
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 above
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 27 december 2009 the 
company had no trade creditors the group had an  
average of 41 days 2008 45 days purchases outstanding  
in trade creditors 28 the restaurant group plc annual report 2009
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 december 2007 the group completed a refinancing 
exercise as part of this the group has externally imposed 
capital requirements the group has a £120m revolving 
facility in place until december 2012 and a £10m overdraft 
facility under the terms of the £120m revolving facility the 
group is required to comply with its financing covenants 
whereby net interest charges must be covered by at least 
four times by ebitda and net debt must not exceed three 
times ebitda these covenants are tested twice annually 
and are monitored on a regular basis during 2009 the  
group remained within its external limits throughout the year
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 24 to the accounts
effective from 16 january 2006 the group entered into a 
three year interest rate swap for an initial notional amount of 
£20m rising to £50m from 18 april 2006 until 16 january 
2008 when it reduced to £30m until 16 january 2009 at 
which date it terminated the fixed rate for the duration of  
the three years was 4695 plus margin
effective from 18 january 2008 the group entered into a 
further three year interest rate swap for a notional amount of 
£25m from 18 january 2008 to 18 january 2011 at a fixed 
rate of 492 plus margin on 8 february 2010 this swap 
was terminated on payment of £10m
effective from 16 january 2009 the group entered into a 
further two interest rate swaps a two year interest rate swap 
for a notional amount of £20m at a rate of 270 plus 
margin and a three year interest rate swap for a notional 
amount of £20m at a rate of 2975 plus margin
after the impact of the interest rate swaps the average rate  
of interest charged during the year on the group’s debt was 
356 2008 564 and the average yearend rate was 
406 2008 210 on 2009 results net interest was 
covered 160 times 2008 102 times by profit before tax 
interest and nontrading items based on year end debt  
and profits for 2009 a 1 rise in interest rates would  
reduce profits before tax and nontrading items by 05 
2008 06 and interest cover would reduce to 149 times  
2008 97 times
at 27 december 2009 the group had gross borrowings 
attracting interest including overdraft of £70m 2008 £85m 
and cash balances of £28m 2008 £55m
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 6 may 2010 at the offices of maclay murray  spens 
llp  	 o ne 	 london 	 w all  	 london 	 e c 2 y 	 5 ab 
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
auditors
d e l o it t e 	 llp 	 ha v e 	 e x pr e s s e d 	 t h e i r 	 w i l l i n g n e s s 	 t o 	 c o n t i n u e 	 a s	
auditors and a resolution will be proposed at the annual 
general meeting for their reappointment
directors’ responsibility 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 
compan y 	 and 	 g r oup  	 and
2  the chairman’s statement the 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
3 march 2010
report of the directors continued introduction business review governance financial statements
the restaurant group plc annual report 2009 29
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 
b o a r d 	 ha s 	 a ppl i e d 	 t h e 	 p r i n c i pl e s 	 o f 	 g o od 	 g o v e r na n c e 	 r e la t i n g 	 t o 	 d i r e ct or s ’ 	 r e m u n e r a t i o n 	 i n 	 t h e 	 c om bi n e d 	 c od e  	 a s 	 r e qui r e d	
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 auditors 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  
t h e 	 r e c om m e n d a t i o n s 	 o f 	 t h e 	 c om bi n e d 	 c od e  	 t h e 	 m e m b e r s 	 o f 	 t h e 	 c om mit t e e 	 du r i n g 	 t h e 	 y e a r 	 w e r e 	 t o n y 	 hu g h e s 	 a n d	 
j o hn 	 j a c k s o n  	 w h o 	 w e r e 	 bo t h 	 i n d e p e n d e n t 	 n o n  e x e c u t i v e 	 d i r e ct or s  	 t h e 	 c om mit t e e 	 i s 	 c ha i r e d 	 b y 	 t o n y 	 hu g h e s 
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 nonexecutive chairman 
about its proposals
h e w it t 	 n e w 	 b r i dg e 	 s t r e e t 	  a ppo i n t e d 	 i n d e p e n d e n t 	 a d v i s e r s 	 w h o 	 pr o v i d e d 	 n o 	 o t h e r 	 s e r v i c e s 	 t o 	 t h e 	 g r o u p 	 du r i n g 	 t h e 	 y e a r 	
provided advice to the committee encompassing all elements of the remuneration packages
remuneration policy
executive remuneration packages are designed to attract motivate and retain executive directors of the high calibre  
needed to progress and develop the group and to reward them for top quartile sector performance and enhancing value to 
shareholders the performance measurement of the executive directors and the determination of their annual remuneration 
package are undertaken by the committee in addition the committee determines the remuneration for the chairman the 
remuneration of the other nonexecutive directors is determined by the board the company’s policy is that a substantial 
proportion of the remuneration of the executive directors should be performance related there are four main elements  
of the remuneration package for executive directors
• 	 	 ba s i c 	 a nn u a l 	 s a la r y 	 a n d 	 b e n e fi t s 	 – 	 f or 	 2 0 0 9 	 n o 	 i n c r e a s e s 	 w e r e 	 a ppl i e d 	 t o 	 a n y 	 d i r e ct or ’ s 	 s a la r y 	 a n d 	 f or 	 2 0 1 0	 
a 	 1  5  	 incr e ase 	 has 	 be e n 	 applied 
• 	 	 a nn u a l 	 bo n u s 	 p a y m e n t s 	 w hi c h 	 c a nn o t 	 e x c e e d 	 1 0 0  	 o f 	 b a s i c 	 s a la r y 	 f or 	 2 0 1 0 	  1 2 0  	 i n 	 2 0 0 9  	 f or 	 e x e c u t i v e 	 d i r e ct or s 
•	 long  t e r m 	 ince n tiv e 	 p lan 	 a w ards  	 and
•	 p e nsion 	 ar rangeme n ts 
executive directors are entitled to accept appointments outside the company or group and there is no requirement for 
d ir e ct ors 	 t o 	 r e mit 	 an y 	 fe e s 	 t o 	 t he 	 re stauran t 	 g r oup 	 plc  	 a ndr e w 	 p age 	 w as 	 appoin t ed 	 as 	 a 	 none x e cutiv e 	 dir e ct or 	 o f 	 a r e na 	
leisure plc on 1 december 2008 and received fees as a nonexecutive director of arena leisure plc of £45000 in 2009 
2008 £3750 30 the restaurant group plc annual report 2009
directors’ remuneration report continued
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 
following a recommendation from the executive directors to hold salaries the remuneration committee determined at the 
december 2008 salary review that no increase to the basic salary of executive directors would be applied for the 2009 
financial year at the december 2009 review it was determined that basic salaries for executive directors should increase 
modestly for the 2010 financial year with such increases capped at 15 this is below the average salary increase of 2 
provided to other employees in the group
     2008 2009 2010 
basic salary    £ £ £
a ndr e w 	 p age 	 	 	 	 535  000 	 535  000 	 543  000
stephen critoph    240000 240000 243500
t rish 	 cor zine	 	 	 	 2 30  0 0 0	 2 30  0 0 0	 2 33  5 0 0
in addition to basic salary the executive directors receive pension contributions and certain benefitsinkind principally a car 
or car allowance and health and life insurance
annual bonus payments
t h e 	 a nn u a l 	 bo n u s 	 i s 	 b a s e d 	 o n 	 t h e 	 a c hi e v e m e n t 	 o f 	 s t r e t c h i n g 	 pr o fi t 	 b e f or e 	 t a x 	 t a r g e t s 	 a n d 	 p e r s o na l 	 ob je ct i v e s  	 p e r f or m a n c e	
targets are set annually as part of the budgeting process and performance is reviewed against those targets at the end of the 
financial year the maximum performancerelated bonus that can be paid in respect of performance in 2010 is 100 reduced 
from the 120 limit operated for 2009 of basic annual salary and for significant bonuses to be paid performance must be 
outstanding for any bonus payment made between 75 and 100 of salary there is a reinvestment commitment for the 
director into shares in the restaurant group plc and these shares can form part of the matching element described in  
the 	 long  t e r m 	 ince n t iv e 	 p lan 	 de tailed 	 belo w  	 t his 	 r ein v e stme n t 	 r equir e me n t 	 will 	 be 	 w aiv ed 	 if 	 an 	 e x e cutiv e 	 d ir e ct or 	 has 	 a 	
shareholding with an average acquisition cost of greater than one times their salary actual bonus payments for 2009 are 
presented in the emoluments table on page 33
longterm incentives
t he 	 compan y 	 opera t e s 	 the 	 2 0 05 	 long  t erm 	 ince n tiv e 	 p lan 	  “l tip ” 	 or 	 “p lan ”   	 and 	 the 	 2 0 03 	 sa v e 	 as 	 y ou 	 ear n 	  “ s a ye ”  	
scheme under which awards may be granted to executive directors 
long  t e r m 	 ince n tiv e 	 p lan
t h e 	 2 0 0 5 	 l t i p 	 i s 	 t h e 	 pr i m a r y 	 l o n g  t e r m 	 i n c e n t i v e 	 s c h e m e 	 o f 	 t h e 	 c om p a n y  	 u n d e r 	 t h e 	 t e r m s 	 o f 	 t h e 	 l t i p  	 i n d i v i du a l s 	 m a y	
receive an award of conditional free shares “conditional awards” with a face value at grant of up to 100 of salary per 
annum vesting at least three years after grant subject to performance conditions and continued employment in addition  
the 	 p lan 	 has 	 the 	 fle xibilit y 	 t o 	 gran t 	 conditional 	 a w ards 	 on 	 a 	 ma t ching 	 basis  	 pr o 	 ra ta 	 t o 	 the 	 numbe r 	 o f 	 shar e s 	 pur chased 	 via 	 
the annual bonus “matching awards” matching awards may be granted over shares worth up to 375 of basic salary per 
annum the aggregate value of annual awards conditional and matching is capped at 1375 of basic salary although the 
remuneration committee has the discretion to increase this cap to 200 of salary if the committee decides there are 
exceptional circumstances in relation to retention and recruitment of employees for awards expected to be made shortly  
after the publication of the preliminary results for 2010 the normal grant limit of 1375 will apply 
a w ar ds 	 ar e 	 t y pic ally 	 str uctur ed 	 with 	 a 	 combina t ion 	 o f 	 t o tal 	 shar e holde r 	 re tur n 	  “ t sr”  	 and 	 ear nings 	 p e r 	 shar e 	  “e p s ”  	
performance conditions although as set out in last year’s directors’ remuneration report only tsr was operated for the  
2009 awards given the low visibility of earnings growth as a result of the economic conditions at the time of grant introduction business review governance financial statements
the restaurant group plc annual report 2009 31
for awards to be made in 2010 two separate performance conditions will again apply
•	 	 t he 	 pe r f or mance 	 condit ion 	 a t tached 	 t o 	 5 0  	 o f 	 the 	 conditional 	 a w ards 	 will 	 r equir e 	 a v e rage 	 annual 	 e p s 	 gr o w th 	 f r om 	 
1 	 j a n u a r y 	 2 0 1 0 	 t o 	 3 1 	 d e c e m b e r 	 2 0 1 2 	 o f 	 b e t w e e n 	 r p i 	 pl u s 	 4  	 t o 	 r p i 	 pl u s 	 1 0  	 p  a  	 f or 	 b e t w e e n 	 3 0  	 a n d 	 1 0 0  	 o f 	 t hi s	
part of the award to vest ie between 15 and 50 of the total award
•	 	 t he 	 pe r f or mance 	 condit ion 	 a t tached 	 t o 	 the 	 o ther 	 5 0  	 o f 	 the 	 conditional 	 a w ard 	 will 	 be 	 based 	 on 	 t sr 	 pe r f or mance 	
measured against the constituents of the ftse travel  leisure index excluding airlines over a single threeyear period 
from 1 january 2010 to 31 december 2012
•	 	 a w ar ds 	 will 	 v e st 	 on 	 a 	 straigh t 	 line 	 basis 	 be t w e e n 	 minimum 	 and 	 ma x imum 	 thr e sholds 
•	 	 f or 	 ma t ching 	 a w ards  	 ther e 	 will 	 be 	 a 	 0  3  1 	 ma t ch 	 f or 	 a v e rage 	 e p s 	 gr o w th 	 o f 	 rp i 	 plus 	 4  	 p  a 	 r ising 	 on 	 a 	 straigh t 	 line	 
basis 	 t o 	 the 	 full 	 1  1 	 ma t ch 	 f or 	 a v erage 	 e p s 	 gr o w th 	 o f 	 rp i 	 plus 	 1 0  	 p  a
p er f or mance 	 against 	 the 	 t sr 	 and 	 e p s 	 tar ge ts 	 will 	 be 	 inde pe nde n tly 	 c alcula t ed 	 and 	 r e vie w ed 	 b y 	 the 	 commit t e e 
shareholding guidelines
f o l l o w i n g 	 t h e 	 a ppr o v a l 	 o f 	 t h e 	 l t i p  	 s ha r e h o l d i n g 	 gui d e l i n e s 	 f or 	 e x e c u t i v e 	 d i r e ct or s 	 w e r e 	 i n t r odu c e d  	 l i nk e d 	 t o 	 t h e 	 o u t  t u r n 	 o f 	 t h e	
p lan  	 a t 	 the 	 t ime 	 conditional 	 and 	 ma t ching 	 a w ards 	 v e st 	 unde r 	 the 	 p lan 	  or 	 an y 	 o the r 	 e x e cutiv e 	 plan 	 e stablished 	 in 	 the 	 f utur e  	
t h e r e 	 i s 	 a 	 r e qui r e m e n t 	 t o 	 r e t a i n 	 n o 	 f e w e r 	 t ha n 	 5 0  	 o f 	 t h e 	 s ha r e s  	 n e t 	 o f 	 t a x e s  	 v e s t i n g 	 u n d e r 	 a n 	 l t i p 	 a w a r d 	 u n t i l 	 a 	 s ha r e h o l d i n g	
with a market value calculated by reference to purchase price equal to 100 of base salary is achieved
saye scheme
the company also operates a saye share option scheme the 2003 saye scheme for eligible employees under which 
options may be granted at a discount of up to 20 of market value eligible employees are full time employees and executive 
directors who have worked for the group for at least one year under the terms of the scheme the eligible employees are  
able to purchase shares under a threeyear savings contract awards under the saye scheme were made in 2004 2006  
and 2008 to eligible employees and directors it is planned to make an offer to all eligible employees under the saye scheme  
during 2010
pension arrangements
executive directors have individual pension arrangements in the form of personal pension plans the company makes a 
contribution at a rate of up to 20 of basic salary towards funding each executive director’s pension plan to the extent that 
this 	 funding 	 e x ce eds 	 the 	 r ele v an t 	 curr e n t 	 hmr c 	 limit  	 the 	 sur plus 	 ma y 	 be 	 paid 	 as 	 a 	 salar y 	 supple me n t  	 t he r e 	 ar e 	 no 	 un f unded 	
pension promises or similar arrangements for directors
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 and 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 2009 of £100 invested in  
the restaurant group plc on 31 december 2004 compared with the value of £100 invested in the ftse allshare index  
and the ftse 350 travel and leisure share index
0
50
100
150
200
250
300
value £
source thomson reuters
31 dec 04 31 dec 05 31 dec 06 31 dec07 31 dec 08 31 dec 09
the restaurant group
ftse allshare index
ftse 350 travel and leisure index 32 the restaurant group plc annual report 2009
directors’ contracts
it is the company’s policy that executive directors should have contracts with an indefinite term providing for a maximum  
o f 	 o n e 	 y e a r ’ s 	 n o t i c e  	 ho w e v e r  	 it 	 m a y 	 o c c a s i o na l l y 	 b e 	 n e c e s s a r y 	 t o 	 o f f e r 	 l o n g e r 	 i nit ia l 	 n o t i c e 	 p e r i ods 	 t o 	 n e w 	 d i r e ct or s  	 a l l	
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
a ndr e w 	 p age	 	 	 	 2 8 	 a ugust 	 2 0 0 2	 1 	 y e ar
stephen critoph    7 july 2004 1 year
t rish 	 cor zine	 	 	 	 3 1 	 mar ch 	 2 0 03	 1 	 y e ar
nonexecutive directors
the service contracts of the nonexecutive directors were each set for an initial threeyear period thereafter renewable  
for periods of three years they are required to submit themselves for reelection every three years alan jackson and  
john jackson were reelected in 2009 john jackson has notified the board of his intention to step down from the board  
of directors at the conclusion of the annual general meeting to be held on 6 may 2010 the nonexecutive directors’ 
appointments were made as follows
      date of 
      appointment as 
      nonexecutive  
      director notice period
alan jackson    9 november 2005 1 year
john jackson    1 october 1996 nil
t o n y 	 hu g h e s 	 	 	 	 1 	 j a n u a r y 	 2 0 0 8 	 ni l
  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 nonexecutive chairman
all nonexecutive 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 nonexecutive directors of similar companies and reflects the time 
commitment and responsibilities of each role the basic fee paid to the nonexecutive directors excluding alan jackson in 
the year was £50000 2008 £50000 pro rated by tenure of service alan jackson’s fee was £300000 2008 £300000 
no increases to the fees of nonexecutive directors have been made in respect of 2010
directors’ remuneration report continued introduction business review governance financial statements
the restaurant group plc annual report 2009 33
audited information
aggregated directors’ remuneration
the total amounts for directors’ remuneration were as follows
     2009 2008
    executive nonexecutive total total 
    £’000 £’000 £’000 £’000
emoluments  2197 435 2632 3085
money purchase pension contributions  155 – 155 192
   2352 435 2787 3277
a emoluments
i executive
    2009 2008
    benefits  
  basic salary bonus
1
 in kind total total 
  £’000 £’000 £’000 £’000 £’000
a ndr e w 	 p age	 535 642 27 1204 1096
stephen critoph 240 288 16 544 499
t rish 	 cor zine	 230 207 12 449 373
kevin bacon 
2
 – – – – 638
  1005 1137 55 2197 2606
1
  as noted in the chairman’s statement the restaurant group plc has delivered record profits during 2009 against an extremely challenging 
e c o n o m i c 	 b a c k d r o p  	 f o r 	 a n d r e w 	 p a g e 	 a n d 	 s t e p h e n 	 c r i t o p h  	 t h e 	 a n n u a l 	 b o n u s e s 	 p a i d 	 w e r e 	 a t 	 t h e 	 m a x i m u m 	 l e v e l 	 o f 	 1 2 0  	 o f 	 s a l a r y	
reflecting the record profit performance of the group and achievement of personal objectives 
2
 kevin bacon retired as a director of the group during 2008
ii nonexecutive
     2009 2008
    benefits   
   fees in kind total total 
   £’000 £’000 £’000 £’000
alan jackson  300 35 335 338
john jackson  50 – 50 50
t o n y 	 hu g h e s 	 	 50 – 50 50
david richardson  – – – 33
andrew thomas  – – – 8
   400 35 435 479
b pension schemes
the executive directors are members of money purchase schemes where an executive director’s entitlement to a contribution 
e x ce eds 	 the 	 allo w able 	 limit 	 se t 	 b y 	 the 	 hmr c  	 a 	 salar y 	 supple me n t 	 ma y 	 be 	 pa y able 	 up 	 t o 	 but 	 no t 	 e x ce eding 	 the 	 le v e l 	 o f 	
entitlement contributions paid by the group in respect of the executive directors were as follows
 2009 2008
   pension salary  pension salary   
   contribution supplement total contribution supplement total 
   £’000 £’000 £’000 £’000 £’000 £’000
a ndr e w 	 p age	 108 – 108 107 – 107
stephen critoph 24 – 24 24 – 24
t rish 	 cor zine	 23 – 23 23 15 38
kevin bacon – – – 23 – 23
  155 – 155 177 15 192
in 	 r e spe ct 	 o f 	 the 	 financial 	 y e ar 	 e nded 	 2 8 	 de cember 	 2 0 08 	 t r ish 	 cor zine 	 e le ct ed 	 t o 	 w aiv e 	 par t 	 o f 	 he r 	 bonus 	 and 	 r e ce iv ed 	 
an additional pension contribution grossed up by 6 from the group of £15238 which is included in the pension  
contribution table  34 the restaurant group plc annual report 2009
longterm incentives
aggregate emoluments disclosed above do not include any amounts for the longterm incentives granted to or held by the 
directors the company operates a number of arrangements which executive directors and other employees may participate 
i n  	 i n 	 a dd it i o n 	 t o 	 t h e 	 l o n g  t e r m 	 i n c e n t i v e 	 p la n 	 a n d 	 s a v e 	 a s 	 y o u 	 e a r n 	 s c h e m e s 	 r e f e r r e d 	 t o 	 a bo v e  	 a w a r ds 	 o f 	 s ha r e 	 op t i o n s	
ha v e 	 hist or ic ally 	 also 	 be e n 	 ma de 	 t o 	 d ir e ct ors 	 under 	 the 	 1 998 	 and 	 2 0 03 	 e x e cutiv e 	 shar e 	 o p t ion 	 p lans 	 and 	 outstanding	 
awards are detailed below
f ol lo wi ng 	 the 	 p la ci ng 	 o f 	 1 9  4 30  000 	 shar es 	 on 	 1 4 	 j an uar y 	 2 004  	 an 	 appl i ca tion 	 t o 	 r es t a t e 	 the 	 n umber 	 an d 	 pri ce 	 o f 	 shar e 	 op tion s	
g r a n t e d 	 u n d er 	 t h e 	 1 9 9 8 	 a n d 	 2 0 0 3 	 s c h em e s 	 t o 	 d i r e c t o r s 	 a n d 	 em p l o y e e s 	 w a s 	 a p p r o v e d 	 b y 	 t h e 	 h m r c  	 t h i s 	 r e s t a t em e n t 	 w a s	
ca l c u l a t e d 	 t o 	 e n s u r e 	 t h e 	 e f f e c t i v e 	 n u m b er 	 a n d 	 p ri c e 	 a t t ri b u t e d 	 t o 	 t h e 	 o p t i o n s 	 w a s 	 a s 	 b e f o r e 	 t h e 	 p l a c i n g 	 w i t h 	 n o 	 i n c r em e n t a l	
benefit to the option holders the information provided below is stated assuming the restatement occurred on 1 january 2004
   at    at  date from 
   29 december    27 december exercise  which 
name of director scheme 2008 granted lapsed exercised 2009 price exercisable expiry date
alan jackson note 1 200000 – – – 200000 450p 562004 562011
  2003 178114 – – – 178114 674p 472006 472013
  2003 200000 – – – 200000 977p 4102007 4102014
  2003 250000 – – – 250000 1344p 442008 442015
	 	 l t ip 	  1  	 1 3 7  7 5 5 	 – 	 – 	  1 3 7  7 5 5  	 – 	 – 	 4  3  2 0 0 9 	 4  9  2 0 0 9
	 	 l t ip 	  2  	 1 0 3  3 1 5 	 – 	 – 	  1 0 3  3 1 5  	 – 	 – 	 4  3  2 0 0 9 	 4  9  2 0 0 9
a ndrew 	 p ag e	 2 0 03	 2 0 0  0 0 0	 –	 –	 –	 2 0 0  0 0 0	 9 7  7 p	 4  1 0 2 0 0 7	 4  1 0 2 0 1 4
  2003 250000 – – 22321 227679 1344p 442008 442015
	 	 l t ip 	  1  	 1 8 0 2 7 2 	 – 	 – 	  1 8 0 2 7 2  	 – 	 – 	 4  3  2 0 0 9 	 4  9  2 0 0 9
	 	 l t ip 	  2  	 6 7  6 0 2 	 – 	 – 	  6 7  6 0 2  	 – 	 – 	 4  3  2 0 0 9 	 4  9  2 0 0 9
	 	 l t ip 	  3  	 1 4 5  9 2 9 	 – 	 – 	 – 	 1 4 5  9 2 9 	 – 	 3  3  2 0 1 0 	 3  9  2 0 1 0
	 	 l t ip 	 4  	 3 9  1 7 1 	 – 	 – 	 – 	 3 9  1 7 1 	 – 	 3  3  2 0 1 0 	 3  9  2 0 1 0
	 	 l t ip 	  5  	 6 4 5  6 8 9 	 – 	 – 	 – 	 6 4 5  6 8 9 	 – 	 p u b l i c a t i o n 	 o f 	 	 6 	 m o n t h s
         2010 results after vesting
	 	 l t ip 	  6  	 9 0  0 8 4 	 – 	 – 	 – 	 9 0  0 8 4 	 – 	 p u b l i c a t i o n 	 o f 	 	 6 	 m o n t h s
         2010 results after vesting 
  2008 saye 7680 – – – 7680 1250p 1062011 1122011
	 	 l t ip 	  7  	 – 	 7 8 0 2 0 8 	 – 	 – 	 7 8 0 2 0 8 	 – 	 p u b l i c a t i o n 	 o f 	 6 	 m o n t h s
         2011 results after vesting
	 	 l t ip 	  8  	 – 	 1 1 1  4 5 7 	 – 	 – 	 1 1 1  4 5 7 	 – 	 p u b l i c a t i o n 	 o f 	 6 	 m o n t h s
         2011 results after vesting
stephen critoph 2003 250000 – – 15000 235000 977p 4102007 4102014
  2003 50000 – – – 50000 1344p 442008 442015
	 	 l t ip 	  1  	 1 1 2 2 4 4 	 – 	 – 	  1 1 2 2 4 4  	 – 	 – 	 4  3  2 0 0 9 	 4  9  2 0 0 9
	 	 l t ip 	  2  	 3 7  1 6 7 	 – 	 – 	  3 7  1 6 7  	 – 	 – 	 4  3  2 0 0 9 	 4  9  2 0 0 9
  2006 saye 5843 – – 5843 – 1600p 162009 1122009
	 	 l t ip 	  3  	 6 9  1 2 4 	 – 	 – 	 – 	 6 9  1 2 4 	 – 	 3  3  2 0 1 0 	 3  9  2 0 1 0
	 	 l t ip 	 4  	 2 0  7 3 7 	 – 	 – 	 – 	 2 0  7 3 7 	 – 	 3  3  2 0 1 0 	 3  9  2 0 1 0
	 	 l t ip 	  5  	 2 4 8 2 7 5 	 – 	 – 	 – 	 2 4 8 2 7 5 	 – 	 p u b l i c a t i o n 	 o f 	 6 	 m o n t h s
         2010 results after vesting
	 	 l t ip 	  6  	 5 8  1 8 8 	 – 	 – 	 – 	 5 8  1 8 8 	 – 	 p u b l i c a t i o n 	 o f 	 6 	 m o n t h s
         2010 results after vesting
	 	 l t ip 	  7  	 – 	 3 0 0  0 0 0 	 – 	 – 	 3 0 0  0 0 0 	 – 	 p u b l i c a t i o n 	 o f 	 6 	 m o n t h s
         2011 results after vesting
	 	 l t ip 	  8  	 – 	 7 5  0 0 0 	 – 	 – 	 7 5  0 0 0 	 – 	 p u b l i c a t i o n 	 o f 	 6 	 m o n t h s 
         2011 results after vesting
t r is h 	 c o r zin e	 2 0 03	 1 0 0  0 0 0	 –	 –	 –	 1 0 0  0 0 0	 9 7  7 p	 4  1 0 2 0 0 7	 4  1 0 2 0 1 4
  2003 100000 – – 10000 90000 1344p 442008 442015
	 	 l t ip 	  1  	 1 0 2  0 4 0 	 – 	 – 	  1 0 2  0 4 0  	 – 	 – 	 4  3  2 0 0 9 	 4  9  2 0 0 9
	 	 l t ip 	  2  	 3 4 2 3 7 	 – 	 – 	  3 4 2 3 7  	 – 	 – 	 4  3  2 0 0 9 	 4  9  2 0 0 9
	 	 l t ip 	  3  	 6 4  5 1 6 	 – 	 – 	 – 	 6 4  5 1 6 	 – 	 3  3  2 0 1 0 	 3  9  2 0 1 0
	 	 l t ip 	 4  	 1 8  4 3 3 	 – 	 – 	 – 	 1 8  4 3 3 	 – 	 3  3  2 0 1 0 	 3  9  2 0 1 0
	 	 l t ip 	  5  	 2 3 7  9 3 1 	 – 	 – 	 – 	 2 3 7  9 3 1 	 – 	 p u b l i c a t i o n 	 o f 	 6 	 m o n t h s
         2010 results after vesting
	 	 l t ip 	  6  	 5 4  3 1 0 	 – 	 – 	 – 	 5 4  3 1 0 	 – 	 p u b l i c a t i o n 	 o f 	 6 	 m o n t h s
         2010 results after vesting
  2008 saye 7680 – – – 7680 1250p 1062011 1122011
	 	 l t ip 	  7  	 – 	 2 8 7  5 0 0 	 – 	 – 	 2 8 7  5 0 0 	 – 	 p u b l i c a t i o n 	 o f 	 6 	 m o n t h s
         2011 results after vesting
	 	 l t ip 	  8  	 – 	 7 1  8 7 4 	 – 	 – 	 7 1  8 7 4 	 – 	 p u b l i c a t i o n 	 o f 	 6 	 m o n t h s 
         2011 results after vesting
directors’ remuneration report continued introduction business review governance financial statements
the restaurant group plc annual report 2009 35
2 0 0 3 	 – 	 u n d e r 	 t h e 	 2 0 0 3 	 m i r r or 	 sc h e m e 	 t h e 	 p e r f or m a n c e 	 c r it e r ia 	 t ha t 	 m u s t 	 b e 	 m e t 	 r e qui r e s 	 t h e 	 c om p a n y ’ s 	 e p s 	 t o 	 gr o w 	 a t 	 a n	
a nn u a l 	 r a t e 	 o f 	 t h e 	 r e t a i l 	 p r i c e 	 i n d e x 	 pl u s 	 2  5  	 o v e r 	 t h e 	 t hr e e  y e a r 	 p e r i od 	 pr i or 	 t o 	 e x e r c i s e 	 o f 	 t h e 	 op t i o n  	 n o 	 f u r t h e r 	 a w a r ds	
ma y 	 be 	 made 	 under 	 the 	 2 0 03 	 scheme 	 f ollo wing 	 the 	 adop t ion 	 o f 	 the 	 l tip 
l t i p 	  1  	 – 	 th e s e 	 a re 	 c o n d i t i o n a l 	 s h a re s 	 a w a r d e d 	 u n d e r 	 th e 	 l t i p 	 s c h e m e  	 t h ey 	 a re 	 f re e 	 s h a re s 	 a w a r d e d 	 t o 	 th e 	 d i re c t o r s 	 s h o u l d 	 th e 	 p e r f o r m a n c e 	 c r i t e r i a 	 b e 	 m e t 	
t h e 	 v e s t i n g 	 c r i t e r i a 	 w a s 	 d e p e n d e n t 	 o n 	 e p s 	 g r o w th 	 o f 	 th e 	 2 0 0 8 	 re s u l t s 	 c o m p a re d 	 w i th 	 th e 	 2 0 0 5 	 re s u l t s 	 a n d 	 t s r 	 p e r f o r m a n c e  	 a n d 	 th i s 	 v e s t i n g 	 c r i t e r i a 	 h a s 	 b e e n	
met in full consequently the conditional shares became exercisable with effect from march 2009 and have been exercised by the directors during 2009
l t i p 	  2  	 – 	 th e s e 	 a re 	 m a t c h i n g 	 s h a re s 	 a w a r d e d 	 u n d e r 	 th e 	 l t i p 	 s c h e m e  	 t h ey 	 a re 	 f re e 	 s h a re s 	 a n d 	 a re 	 c o n d i t i o n a l 	 o n 	 th e 	 d i re c t o r s 	 a c q u i r i n g 	 a n d 	 re t a i n i n g 	 a	
certain number of shares by 7 may 2006 for the respective director to be entitled to the matching shares available under the scheme and the performance 
criteria be met the vesting criteria are dependent on earnings per share growth of the 2008 results compared with the 2005 results and this has been met in 
full consequently the matching shares became exercisable with effect from march 2009 to those directors and employees who have retained their deposited 
shares for the full period
l t i p 	  3  	 – 	 th e s e 	 a re 	 c o n d i t i o n a l 	 s h a re s 	 a w a r d e d 	 u n d e r 	 th e 	 l t i p 	 s c h e m e  	 t h ey 	 a re 	 f re e 	 s h a re s 	 a w a r d e d 	 t o 	 th e 	 d i re c t o r s 	 s h o u l d 	 th e 	 p e r f o r m a n c e 	 c r i t e r i a 	 b e 	 m e t 	
t h e 	 v e s t i n g 	 c r i t e r i a 	 a re 	 d e p e n d e n t 	 o n 	 e p s 	 g r o w th 	 o f 	 th e 	 2 0 0 9 	 re s u l t s 	 c o m p a re d 	 w i th 	 th e 	 2 0 0 6 	 re s u l t s 	 a n d 	 t s r 	 p e r f o r m a n c e  	 t h e 	 e p s 	 p e r f o r m a n c e 	 c r i t e r i o n	
h a s 	 b e e n 	 m e t 	 i n 	 f u l l 	 a n d 	 c o n s e q u e n t l y 	 th o s e 	 s h a re s 	 p e r t a i n i n g 	 t o 	 th e 	 e p s 	 c r i t e r i a 	 w i l l 	 v e s t 	 i n 	 f u l l  	 f o r 	 th e 	 t s r 	 p e r f o r m a n c e 	 c r i t e r i o n  	 th e 	 p e r f o r m a n c e 	 o f 	 th e	
group was between the median and upper quartile for the relevant period and consequently there is a partial vesting of this award the directors are entitled to 
625 of the tsr element award 
l t i p 	  4  	 – 	 th e s e 	 a re 	 m a t c h i n g 	 s h a re s 	 a w a r d e d 	 u n d e r 	 th e 	 l t i p 	 s c h e m e  	 t h ey 	 a re 	 f re e 	 s h a re s 	 a n d 	 a re 	 c o n d i t i o n a l 	 o n 	 th e 	 d i re c t o r s 	 a c q u i r i n g 	 a n d 	 re t a i n i n g 	 a	
certain number of shares by 30 june 2007 for the respective director to be entitled to the matching shares available under the scheme and the performance 
criteria be met the vesting criteria are dependent on earnings per share growth of the 2009 results compared with the 2006 results and this vesting criterion 
has been met in full consequently the matching shares are exercisable with effect from 8 march 2010 to those directors and employees who have retained 
their deposited shares for the full period
l t i p 	  5  	 – 	 th e s e 	 a re 	 c o n d i t i o n a l 	 s h a re s 	 a w a r d e d 	 u n d e r 	 th e 	 l t i p 	 s c h e m e  	 t h ey 	 a re 	 f re e 	 s h a re s 	 a w a r d e d 	 t o 	 th e 	 d i re c t o r s 	 s h o u l d 	 th e 	 p e r f o r m a n c e 	 c r i t e r i a 	 b e 	 m e t 	
t h e 	 ve s ti n g 	 c r i t e r i a 	 a re 	 d e p e n d e nt 	 o n 	 eps 	 g row th 	 of 	 th e 	 2 0 1 0 	 re s u l ts 	 c o m p a re d 	 w i th 	 th e 	 2 0 0 7 	 re s u l ts 	 a n d 	 ts r 	 p e r fo r m a n c e 
l t i p 	  6  	 – 	 th e s e 	 a re 	 m a t c h i n g 	 s h a re s 	 a w a r d e d 	 u n d e r 	 th e 	 l t i p 	 s c h e m e  	 t h ey 	 a re 	 f re e 	 s h a re s 	 a n d 	 a re 	 c o n d i t i o n a l 	 o n 	 th e 	 d i re c t o r s 	 a c q u i r i n g 	 a n d 	 re t a i n i n g 	 a	
certain number of shares by 30 june 2008 for the respective director to be entitled to the matching shares available under the scheme and the performance 
criteria be met the performance criteria are dependent on earnings per share growth of the 2010 results compared with the 2007 results
l t i p 	  7  	 – 	 th e s e 	 a re 	 c o n d i t i o n a l 	 s h a re s 	 a w a r d e d 	 u n d e r 	 th e 	 l t i p 	 s c h e m e  	 t h ey 	 a re 	 f re e 	 s h a re s 	 a w a r d e d 	 t o 	 th e 	 d i re c t o r s 	 s h o u l d 	 th e 	 p e r f o r m a n c e 	 c r i t e r i a 	 b e 	 m e t 	
the performance criterion is dependent on tsr performance of the group against a comparator group of companies over a three year period
l t i p 	  8  	 – 	 th e s e 	 a re 	 m a t c h i n g 	 s h a re s 	 a w a r d e d 	 u n d e r 	 th e 	 l t i p 	 s c h e m e  	 t h ey 	 a re 	 f re e 	 s h a re s 	 a n d 	 a re 	 c o n d i t i o n a l 	 o n 	 th e 	 d i re c t o r s 	 a c q u i r i n g 	 a n d 	 re t a i n i n g 	 a	
certain number of shares by 30 june 2009 for the respective director to be entitled to the matching shares available under the scheme and the performance 
criteria be met the performance criterion is dependent on tsr performance of the group against a comparator group of companies over a three year period
for the conditional and matching awards to executive directors made in 2009 the performance condition is based on  
the group’s performance on tsr against a comparator basket of companies from the travel and leisure sector excluding 
airlines over a single three year period this award will vest between 30 for median performance increasing on a straight 
line 	 basis 	 t o 	 1 0 0  	 f or 	 upper 	 quar tile 	 per f ormance  	 p e r f or mance 	 against 	 the 	 t sr 	 tar ge ts 	 will 	 be 	 inde pe nde n tly 	 c alcula t ed 	
a n d 	 r e v i e w e d 	 b y 	 t h e 	 c om mit t e e  	 up 	 t o 	 1 0 0  	 o f 	 t h e 	 ult i m a t e 	 v a l u e 	 o f 	 t h e 	 l t i p 	 a w a r ds 	 gr a n t e d 	 du r i n g 	 2 0 0 9 	  “ 2 0 0 9 	 l t i p ”   	 w i l l	
b e 	 d e l i v e r e d 	 t o 	 t h e 	 p a r t i c i p a n t s 	 u s i n g 	 h m r c 	 a ppr o v e d 	 op t i o n s  	 t h e s e 	 a ppr o v e d 	 op t i o n s 	 ha v e 	 t h e 	 s a m e 	 v e s t i n g 	 a n d 	 e x e r c i s e	
c o n d it i o n s 	 a s 	 t h e 	 2 0 0 9 	 l t i p 	 a w a r ds 	
note 1 alan jackson was granted an option over 2400000 ordinary shares on 5 june 2001 at an exercise price of  
45p per share this option was divided into three tranches of 800000 shares each of which may only be exercised if certain 
performance criteria are met the company’s share price must meet a specified target which is 75p in the case of the first 
tranche 105p in the case of the second tranche and 135p in the case of the third tranche in addition the remuneration 
committee must be satisfied that there has been a sustained improvement in the underlying performance of the group 
before any tranche of the option can be exercised for the second and third tranches half of each tranche of the option may 
be exercised after three years and half after four years in each case following the date of the grant each tranche of the 
option will lapse six years following the date of the grant if the target share price has not by then been met if however the 
target share price relating to any tranche of the option is met within this period that tranche will remain exercisable until ten 
years following the date of grant if a change of control of the company occurs alan jackson is entitled to exercise the 
option in full the company’s share price has met the criteria of the three tranches and the remuneration committee is 
satisfied that there has been a sustained improvement in the underlying performance of the group alan jackson has 
exercised all of those options available to him under the first and second tranches and has exercised 600000 options 
available to him from the third tranche consequently alan jackson has 200000 options remaining available to him at an 
exercise price of 45p 36 the restaurant group plc annual report 2009
d u r i n g 	 2 0 0 9 	 c e r t a i n 	 d i r e ct or s 	 e x e r c i s e d 	 op t i o n s 	 u n d e r 	 t h e 	 2 0 0 3 	 op t i o n s 	 s c h e m e s  	 l o n g 	 t e r m 	 i n c e n t i v e 	 p la n 	 a n d 	 s a y e	
scheme that had vested no director exercised share options during 2008 details of these transactions during 2009 are 
detailed below
       gain on 
    number of  market price exercise 
    options exercise at date before tax 
name of director  scheme  exercised price of exercise £’000
a lan 	 jack son	 	 l tip	 2 4 1  0 7 0	 –	 1 2 9 2 p	 3 1 1
a ndr e w 	 p age	 	 l tip	 2 4 7  8 7 4	 –	 1 5 0  0 p	 3 7 2
   2003 22321 1344p 1550p 5
stephen critoph  saye 5843 1600p 1948p 2
	 	 	 l tip	 1 49  4 1 1	 –	 1 2 9 2 p	 1 93
   2003 15000 977p 1540p 8
t rish 	 cor zine	 	 l tip	 1 36 2 7 7	 –	 1 40  0 p	 1 9 1
   2003 10000 1344p 1540p 2
approval
this report was approved by the board of directors on 3 march 2010 and signed on its behalf by
tony hughes
chairman of the remuneration committee
directors’ remuneration report continued introduction business review governance financial statements
the restaurant group plc annual report 2009 37
this report sets out the work carried out by the audit committee of the board with reference to the guidance on audit 
committees “the smith report” attached to the combined code on corporate governance
audit committee composition
the audit committee is appointed by the board from the nonexecutive directors of the company the committee is chaired 
b y 	 j o hn 	 j a c k s o n  	 w h o 	 i s 	 a 	 qu a l ifie d 	 a c c o u n t a n t  	 t o n y 	 hu g h e s 	 i s 	 a l s o 	 a 	 m e m b e r 	 o f 	 t h e 	 c om mit t e e  	 d u r i n g 	 2 0 0 9  	 t h e 	 a ud it	
committee has not been in compliance with the best practice guidelines of the smith report due to the number of non
executive directors on the board of the restaurant group plc
the committee regularly invites the external auditors the chairman of the board the chief executive 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
• 	 	 pr o v i d e 	 a dd it i o na l 	 a s s u r a n c e 	 r e g a r d i n g 	 t h e 	 i n t e gr it y  	 qu a l it y 	 a n d 	 r e l ia bi l it y 	 o f 	 fi na n c ia l 	 i n f or m a t i o n 	 u s e d 	 b y 	 t h e 	 b o a r d 	 a n d 	 i n	
financial 	 sta t e me n ts 	 issued 	 t o 	 shar e holders 	 and 	 the 	 public 
• 	 	 r e v i e w 	 t h e 	 c om p a n y ’ s 	 i n t e r na l 	 pr o c e du r e s 	 f or 	 c o n t r o l 	 a n d 	 c om pl ia n c e 	 w it h 	 r e g a r d 	 t o 	 fi na n c ia l 	 r e por t i n g 	 t o 	 s a t i s f y 	 it s e l f 	 t ha t	
the se 	 ar e 	 adequa t e 	 and 	 e f fe ctiv e 
• 	 	 r e v i e w 	 t h e 	 pr i n c i pl e s  	 po l i c i e s 	 a n d 	 pr a ct i c e s 	 a dop t e d 	 i n 	 t h e 	 pr e p a r a t i o n 	 o f 	 t h e 	 g r o u p ’ s 	 fi na n c ia l 	 s t a t e m e n t s 	 t o 	 e n s u r e 	 t h e y	
comply 	 with 	 sta tut or y 	 r equir eme n ts 	 and 	 ge nerally 	 acce p t ed 	 accoun ting 	 pr inciple s 
•	 	 r e ce iv e 	 r e por ts 	 fr om 	 the 	 g r oup ’ s 	 e x t er nal 	 audit ors 	 conce r ning 	 e x t e r nal 	 announce me n ts  	 in 	 par ticular 	 the 	 a nnual 	 re por t 	
and 	 a ccoun ts 	 and 	 the 	 in t erim 	 repor t
• 	 	 d e v e l op 	 a n d 	 o v e r s e e 	 t h e 	 c om p a n y ’ s 	 po l i c y 	 r e g a r d i n g 	 t h e 	 e n g a g e m e n t 	 o f 	 e x t e r na l 	 a ud it or s  	 r e v i e w 	 t h e 	 i n d e p e n d e n c e 	 o f 	 t h e	
external auditors review the provision of nonaudit services provided by the external auditors and review remuneration paid 
t o 	 the 	 e x t e r nal 	 audit ors  	 and
• 	 c o n s i d e r 	 a n y 	 o t h e r 	 m a t t e r 	 t ha t 	 i s 	 br o u g h t 	 t o 	 it s 	 a t t e n t io n 	 b y 	 t h e 	 b o a r d 	 or 	 t h e 	 e x t e r na l 	 a ud it or s 
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 during 2009 two meetings of the committee were held with full attendance
audit committee process
the committee discharges its responsibilities as defined in its terms of reference through a series of audit committee 
meetings throughout the year at which detailed reports are presented for review 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 auditors at least twice a year and 
liaises with company management in considering areas for review
during the year the committee considered the following matters
•	 in t e r im 	 and 	 full 	 y e ar 	 financial 	 r e sults 
•	 the 	 scope 	 and 	 cost 	 o f 	 the 	 e x t er nal 	 audit
• 	 t h e 	 e x t e r na l 	 a ud it or s ’ 	 i n t e r i m 	 a n d 	 f ul l 	 y e a r 	 r e por t s 
•	 	 non audit 	 w or k 	 carried 	 out 	 b y 	 the 	 e x t er nal 	 audit ors 	 in 	 accordance 	 with 	 the 	 commit t e e ’ s 	 policy 	 t o 	 e nsur e 	 the 	 sa fe guard 	 
o f 	 audit 	 inde pe nde nce 
•	 the 	 e f fe ctiv e ne ss 	 o f 	 the 	 e x t er nal 	 audit ors 	 and 	 conside ra t ion 	 o f 	 the ir 	 r e appoin tme n t 	 and
• 	 t h e 	 s uit a bi l it y 	 o f 	 t h e 	 g r o u p ’ s 	 a c c o u n t i n g 	 po l i c i e s 	 a n d 	 pr a ct i c e s 
audit committee report 38 the restaurant group plc annual report 2009
the company’s public financial statements are reviewed by the committee in advance of their consideration by the board
external auditors’ independence 
the committee has adopted a policy on the use of the external auditors for nonaudit work which is in compliance with the 
combined code the preapproved services may be summarised as follows
•	 	 audit 	 r e la t ed 	 se r vice s  	 including 	 w ork 	 r ela t ed 	 t o 	 the 	 annual 	 g r oup 	 financial 	 sta t e me n ts 	 audit  	 subsidiar y 	 audits 	 and 	 loc al 	
sta tut or y 	 accoun ts  	 and
•	 ce r tain 	 spe cified 	 ta x 	 ser vice s  	 including 	 ta x 	 compliance  	 ta x 	 planning 	 and 	 ta x 	 ad vice 
other work to be carried out by the external auditors is subject to review by the audit committee
overview
as a result of its work during the year the audit committee has concluded that it has acted in accordance with its terms  
o f 	 r e f e r e n c e  	 t h e 	 c om mit t e e 	 ha s 	 r e v i e w e d 	 t h e 	 i n d e p e n d e n c e 	 a n d 	 ob je ct i v it y 	 o f 	 d e l o it t e 	 llp 	 a s 	 e x t e r na l 	 a ud it or s 	 a n d	
recommends their reappointment by shareholders at the annual general meeting to be held on 6 may 2010
on behalf of the audit committee
john jackson
3 march 2010
audit committee report continued introduction business review governance financial statements
the restaurant group plc annual report 2009 39
independent auditors’ 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 27 december 2009 
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 28 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
t hi s 	 r e por t 	 i s 	 m a d e 	 s o l e l y 	 t o 	 t h e 	 c om p a n y ’ s 	 m e m b e r s  	 a s 	 a 	 bod y  	 i n 	 a c c or d a n c e 	 w it h 	 c ha p t e r 	 3 	 o f 	 p a r t 	 1 6 	 o f 	 t h e 	 c om p a ni e s	
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 auditors’ 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 auditors
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 the group 
financial statements in accordance with applicable law and international standards on auditing uk and ireland those 
standards 	 r equir e 	 us 	 t o 	 comply 	 with 	 the 	 a udit ing 	 p ract ice s 	 board ’ s 	  “ ap b ’ s ”  	 e thic al 	 standards 	 f or 	 a udit ors 
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 
b e e n 	 c o n s i s t e n t l y 	 a ppl i e d 	 a n d 	 a d e qu a t e l y 	 d i s c l o s e d  	 t h e 	 r e a s o na bl e n e s s 	 o f 	 s i g nifi c a n t 	 a c c o u n t i n g 	 e s t i m a t e s 	 m a d e 	 b y 	 t h e	
d i r e ct or s  	 a n d 	 t h e 	 o v e r a l l 	 pr e s e n t a t i o n 	 o f 	 t h e 	 fi na n c ia l 	 s t a t e m e n t s 
opinion on financial statements
in our opinion the group financial statements
•	 giv e 	 a 	 tr ue 	 and 	 fair 	 vie w 	 o f 	 the 	 sta t e 	 o f 	 the 	 g r oup ’ s 	 a f fairs 	 as 	 a t 	 2 7 	 de ce mbe r 	 2 0 0 9 	 and 	 o f 	 its 	 pr o fit 	 f or 	 the 	 y e ar 	 the n 	 e nded 
• 	 ha v e 	 b e e n 	 pr op e r l y 	 pr e p a r e d 	 i n 	 a c c or d a n c e 	 w it h 	 i f r s s 	 a s 	 a dop t e d 	 b y 	 t h e 	 e u r op e a n 	 u ni o n  	 a n d
•	 ha v e 	 be e n 	 pr e par ed 	 in 	 accor dance 	 with 	 the 	 r equir e me n ts 	 o f 	 the 	 companie s 	 a ct 	 2 0 0 6 	 and 	 a r ticle 	 4 	 o f 	 the 	 ia s 	 re gula tion 
opinion on other matter prescribed by the companies act 2006
• 	 	 i n 	 o u r 	 opi ni o n 	 t h e 	 i n f or m a t i o n 	 g i v e n 	 i n 	 t h e 	 r e por t 	 o f 	 t h e 	 d i r e ct or s 	 f or 	 t h e 	 fi na n c ia l 	 y e a r 	 f or 	 w hi c h 	 t h e 	 fi na n c ia l 	 s t a t e m e n t s	
a r e 	 pr e p a r e d 	 i s 	 c o n s i s t e n t 	 w it h 	 t h e 	 g r o u p 	 fi na n c ia l 	 s t a t e m e n t s  	 a n d	
• 	 	 t h e 	 p a r t 	 o f 	 t h e 	 d i r e ct or s ’ 	 r e m u n e r a t i o n 	 r e por t 	 t o 	 b e 	 a ud it e d 	 ha s 	 b e e n 	 pr op e r l y 	 pr e p a r e d 	 i n 	 a c c or d a n c e 	 w it h 	 t h e	 
companies act 2006
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
•	 ce r tain 	 disclosur e s 	 o f 	 d ir e ct ors ’ 	 r emunera tion 	 spe cified 	 b y 	 la w 	 ar e 	 no t 	 made  	 or
•	 w e 	 ha v e 	 no t 	 r e ceiv ed 	 all 	 the 	 in f orma t ion 	 and 	 e xplana tions 	 w e 	 r equir e 	 f or 	 our 	 audit 
under the listing rules we are required to review
• 	 t h e 	 d i r e ct or s ’ 	 s t a t e m e n t 	 c o n t a i n e d 	 w it hi n 	 t h e 	 r e por t 	 o f 	 t h e 	 d i r e ct or s 	 i n 	 r e la t i o n 	 t o 	 go i n g 	 c o n c e r n  	 a n d
• 	 	 t h e 	 p a r t 	 o f 	 t h e 	 c or por a t e 	 g o v e r na n c e 	 s t a t e m e n t 	 r e la t i n g 	 t o 	 t h e 	 c om p a n y ’ s 	 c om pl ia n c e 	 w it h 	 t h e 	 ni n e 	 pr o v i s i o n s 	 o f 	 t h e	 
june 2008 combined code specified for our review
other matter
we have reported separately on the parent company financial statements of the restaurant group plc for the year ended  
27 december 2009 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 auditors 
london united kingdom
3 march 2010 40 the restaurant group plc annual report 2009
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 27 december 2009 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 21 to 24
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 noncurrent 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 judgements 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
i n 	 t h e 	 c u r r e n t 	 fi na n c ia l 	 y e a r  	 t h e 	 g r o u p 	 ha s 	 a dop t e d 	 i f r s 	 8 	 ‘ o p e r a t i n g 	 se gm e n t s ’ 	 a n d 	 i a s 	 1 	 ‘ p r e s e n t a t i o n 	 o f 	 f i na n c ia l	
statements’ revised 2007
ifrs 8 requires operating segments to be identified on the basis of internal reports about components of the group that  
are regularly viewed by the chief executive to allocate resources to the segments and assess their performance following 
consideration of the operating segments of the group two segments leisure and concessions have been identified and for 
the purposes of ifrs the performance measure has been identified as operating profit both segments derive revenue from 
the operation of restaurants and pub restaurants but are distinguishable on the basis of a combination of factors including 
location customers allocation of resources management reporting and new site identification there has been no change  
in segments following the adoption of ifrs 8 and there has been no material change to the allocation of assets between the 
operating segments since the year end
ias 1 revised requires the presentation of a statement of changes in equity as a primary statement separate from  
the income statement and a statement of comprehensive income as a result the financial statements now include a 
consolidated statement of comprehensive income and a consolidated statement of changes in equity showing changes  
in each component of equity for each year presented
these changes in accounting policies have not resulted in any prior year restatements and consequently no third balance 
sheet has been presented introduction business review governance financial statements
the restaurant group plc annual report 2009 41
future accounting policies
at the date of approval of these financial statements the following standards and guidance relevant to the group were  
in issue but not yet effective in some cases these standards and guidance had not been endorsed by the european union
•	 if rs 	 1 	  ame nded  	  ia s 	 2 7 	  ame nded  	 cost 	 o f 	 an 	 in v e stme n t 	 in 	 a 	 subsidiar y  	 join t ly 	 con tr olled 	 en t it y 	 or 	 as socia t e
•	 if rs 	 3 	  r e vised 	 2 0 08  	 busine ss 	 combina tions
• 	 i a s 	 2 7 	  r e v i s e d 	 2 0 0 8  	 c o n s o l i d a t e d 	 a n d 	 se p a r a t e 	 f i na n c ia l 	 s t a t e m e n t s
•	 ia s 	 2 8 	  r e vised 	 2 0 08  	 in v e stme n ts 	 in 	 associa t e s
•	 if ric 	 1 7 	 d istr ibutions 	 o f 	 non cash 	 asse ts 	 t o 	 owne rs
• 	 i m pr o v e m e n t s 	 t o 	 i f r s s 	  a pr i l 	 2 0 0 9 
the directors do not expect that the adoption of these standards and interpretations in future periods will have a material 
impact on the financial statements of the group except for the treatment of the acquisition of subsidiaries and associates 
when ifrs 3 revised 2008 ias 27 revised 2008 and ias 28 revised 2008 come into effect for business combinations  
for which the acquisition date is on or after the beginning of the first annual period beginning on or after 1 july 2009
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
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 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 
i n s t r u m e n t s 	 f or 	 t r a d i n g 	 p u r po s e s  	 ho w e v e r  	 d e r i v a t i v e s 	 t ha t 	 do 	 n o t 	 qu a l i f y 	 f or 	 h e dg e 	 a c c o u n t i n g 	 a r e 	 a c c o u n t e d 	 f or 	 a s	 
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 
ho w e v e r  	 whe r e 	 deriv a tiv e s 	 qualif y 	 f or 	 hedge 	 accoun t ing  	 r e cognition 	 o f 	 an y 	 r e sultan t 	 gain 	 or 	 los s 	 de pe nds 	 on 	 the 	 na tur e 	 o f 	
the item being hedged
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 42 the restaurant group plc annual report 2009
accounting policies for the consolidated accounts continued
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 terms of which the group assumes substantially all the risks and rewards of ownership are classified as finance 
leases the owneroccupied property excluding land element acquired by way of finance lease is stated at an amount equal  
to the lower of its 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 straightline 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    310 years
motor vehicles     4 years
computer equipment    35 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
goodwill is stated at cost less any accumulated impairment losses goodwill is allocated to cash generating units and is 
formally tested biannually 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
negative goodwill arising on an acquisition is 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 introduction business review governance financial statements
the restaurant group plc annual report 2009 43
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 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  
3 and 50 years 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 sharebased 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 pretax 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 nondiscounted 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
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 44 the restaurant group plc annual report 2009
accounting policies for the consolidated accounts continued
s expenses
i operating lease payments
p a y me n ts 	 made 	 under 	 opera ting 	 le ase s 	 ar e 	 r e cognised 	 in 	 the 	 income 	 sta t e me n t 	 on 	 a 	 straigh t 	 line 	 basis 	 o v e r 	 the 	 t e r m 	 o f 	 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  	 p r e ope ning 	 e xpe nse s
p r ope r t y 	 r e n tals 	 and 	 r ela t ed 	 costs 	 incurr ed 	 up 	 t o 	 the 	 da t e 	 o f 	 ope ning 	 o f 	 a 	 ne w 	 r e stauran t 	 ar e 	 wr it t e n 	 o f f 	 t o 	 the 	 income 	
s t a t e m e n t 	 i n 	 t h e 	 p e r i od 	 i n 	 w hi c h 	 t h e y 	 a r e 	 i n c u r r e d  	 p r omo t i o na l 	 a n d 	 t r a i ni n g 	 c o s t s 	 a r e 	 w r it t e n 	 o f f 	 t o 	 t h e 	 i n c om e 	 s t a t e m e n t	 
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 borrowing 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 £104m 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 13
b impairment of goodwill
the group formally determines whether goodwill is impaired on a biannual basis this requires an estimate of the value in  
use of the assets to which goodwill is ascribed to estimating the valueinuse requires the group to make an estimate of the 
future cash flows from those assets and to choose a suitable discount rate in order to calculate the present value of those 
cash flows no impairment of goodwill is required in the year ended 27 december 2009 introduction business review governance financial statements
the restaurant group plc annual report 2009 45
 year ended 27 december 2009 year ended 28 december 2008
   trading non  trading non  
   business trading total business trading total 
  note £’000 £’000 £’000 £’000 £’000 £’000
revenue 3 435743 – 435743 416530 – 416530
       
cost of sales        
excluding preopening costs 4 356889 – 356889 335731 – 335731
p r e ope ning 	 costs	 4	 1477 – 1477 2513 – 2513
   358366 – 358366 338244 – 338244
        
gross profit  77377 – 77377 78286 – 78286
        
administration costs  24017 – 24017 24055 – 24055
        
trading profit  53360 – 53360 54231 – 54231
        
release of provision against  
 carrying value of associate 5 – – – – 39 39
termination costs 5 – – – – 637 637
lossprofit net of losses  
 on disposal of fixed assets 5 – 526 526 – 292 292
        
operating profitloss  53360 526 52834 54231 306 53925
        
interest payable 7 3517 1169 4686 5403 1488 6891
interest receivable 7 186 – 186 97 – 97
        
profitloss on ordinary  
activities before tax  50029 1695 48334 48925 1794 47 131
        
tax on profitloss from  
 ordinary activities 8 15559 4497 11062 16 147 1233 14914
        
profitloss for the year  34470 2802 37272 32778 561 32217
earnings per share pence        
basic 9 1748  1890 1667  1638
diluted 9 1740  1882 1643  16 15
        
dividend per share pence
1
 10   800   770
1  
the dividend per share of 800p is the two interim dividends and the proposed final dividend in respect of 2009 770p is the interim  
and final dividend in respect of 2008        
      
consolidated income statement 46 the restaurant group plc annual report 2009
consolidated statement of comprehensive income
      year ended year ended 
      27 december 28 december  
      2009 2008 
      £’000 £’000
p r o fit 	 f or 	 the 	 y e ar	 	 	 	 	 37272 32217
exchange differences on translation of foreign operations    140 512
   
total comprehensive income for the year     37132 32729 introduction business review governance financial statements
the restaurant group plc annual report 2009 47
consolidated statement of changes in equity
    foreign    
    currency    
  share share translation other retained  
  capital premium reserve reserves earnings total 
  £’000 £’000 £’000 £’000 £’000 £’000
balance at 29 december 2008 55333 21104 633 5348 21884 93606
p r o fit 	 f or 	 the 	 y e ar	 –	 –	 –	 –	 3 7 2 7 2	 37272
exchange differences on translation  
 of foreign operations – – 140 – – 140
total comprehensive income for the year – – 140 – 37272 37132
       
issue of new shares 235 763 – – – 998
dividends – – – – 14887 14887
sharebased payments – credit to equity – – – 2098 – 2098
employee benefit trust – purchase of shares – – – 3854 – 3854
current tax on sharebased payments  
 taken directly to equity – – – – 29 29
deferred tax on sharebased payments  
 taken directly to equity – – – – 810 810
balance at 27 december 2009 55568 21867 493 7104 45108 115932
balance at 31 december 2007 55295 21004 121 3648 4382 77154
p r o fit 	 f or 	 the 	 y e ar	 –	 –	 –	 –	 3 2 2 1 7	 32217
exchange differences on translation  
 of foreign operations – – 512 – – 512
total comprehensive income for the year – – 512 – 32217 32729
issue of new shares 38 100 – – – 138
dividends – – – – 14187 14187
sharebased payments – credit to equity – – – 1897 – 1897
employee benefit trust – purchase of shares – – – 3597 – 3597
current tax on sharebased payments  
 taken directly to equity – – – – 8 8
deferred tax on sharebased payments  
 taken directly to equity – – – – 536 536
balance at 28 december 2008 55333 21104 633 5348 21884 93606 48 the restaurant group plc annual report 2009
consolidated balance sheet
      at at 
      27 december 28 december  
      2009 2008 
     note £’000 £’000
noncurrent assets   
intangible assets    11 26241 26241
p r ope r t y  	 plan t 	 and 	 equipme n t	 	 	 	 1 2	 254841 250722
      281082 276963
   
current assets   
stock    14 4122 3933
trade and other receivables    15 5042 5652
prepayments	 				 12951 12985
cash and cash equivalents     2831 5470
      24946 28040
   
total assets     306028 305003
   
current liabilities   
corporation tax liabilities     9298 77 49
trade and other payables    16 80326 84211
financial liabilities – derivative financial instruments    24 2242 1073
other payables – finance lease obligations    25 276 274
p r o visions	 	 	 	 1 7	 928 825
      93070 94132
   
net current liabilities     68124 66092
   
noncurrent liabilities   
longterm borrowings    23 69515 84354
other payables – finance lease obligations    25 2718 2652
deferred tax liabilities    18 21161 26211
p r o visions	 	 	 	 1 7	 3632 4048
      97026 117265
   
total liabilities     190096 211397
   
net assets     115932 93606
   
equity   
share capital    19 55568 55333
share premium     21867 21104
foreign currency translation reserve     493 633
other reserves    20 21 7104 5348
retained earnings     45108 21884
total equity     115932 93606
   
the financial statements on pages 45 to 70 were approved by the board of directors and authorised for issue on  
3 march 2010 and were signed on its behalf by   
alan jackson
stephen critoph aca introduction business review governance financial statements
the restaurant group plc annual report 2009 49
consolidated cash flow statement
      year ended year ended 
      27 december 28 december  
      2009 2008 
     note £’000 £’000
cash flows from operating activities   
cash generated from operations    22 77075 78764
interest received     186 97
interest paid     2377 4858
tax paid     13724 13624
net cash flows from operating activities     61160 60379
   
cash flows from investing activities   
net proceeds on disposal of investment in associate    – 39
p ur chase 	 o f 	 pr ope r t y  	 plan t 	 and 	 equipme n t	 	 	 	 	 31519 46723
p r o c e e ds 	 f r om 	 s a l e 	 o f 	 pr op e r t y  	 pla n t 	 a n d 	 e qui pm e n t 	 	 	 	 463 1729
net cash flows used in investing activities     31056 44955
   
cash flows from financing activities   
net proceeds from issue of ordinary share capital     998 138
employee benefit trust – purchase of shares    20 3854 3597
net repayments ofproceeds from loan draw downs    15000 6000
dividends paid to shareholders    10 14887 14187
net cash flows used in financing activities     32743 11646
   
net decreaseincrease in cash and cash equivalents    2639 3778
   
cash and cash equivalents at beginning of year   23 5470 1692
   
cash and cash equivalents at end of year    23 2831 5470
    50 the restaurant group plc annual report 2009
notes to the accounts
1 segmental analysis 
    
     year ended 27 december 2009
       operating 
     ebitda operating profit 
   turnover ebitda margin profit margin 
   £’000 £’000  £’000 
leisure  353552 89525 253 69076 195
concessions  82184 15862 193 11040 134
principal trading brands  435736 105387 242 80116 184
noncore brands  7 787 – 1262 –
total all brands  435743 104600 240 78854 181
p r e ope ning 	 costs	 	 	  1  4 7 7	  0  3 	  1  4 7 7	  0  3 
administration costs   21384 49 21919 50
sharebased payments   2098 05 2098 05
total before nontrading items   79641 183 53360 122
release of provision against carrying value of associate    – 
termination costs     – 
lossprofit net of losses on disposal of fixed assets    526 
operating profit     52834 
total net interest charges     4500 
profit on ordinary activities before tax     48334 
     year ended 28 december 2008
       operating 
     ebitda operating profit 
   turnover ebitda margin profit margin 
   £’000 £’000  £’000 
leisure  328986 87 147 265 68951 210
concessions  87 275 16606 190 12735 146
principal trading brands  416261 103753 249 81686 196
noncore brands  269 290 1079 887 3302
total all brands  416530 103463 248 80799 194
p r e ope ning 	 costs	 	 	  2  5 1 3 	  0  6 	  2  5 1 3 	  0  6 
administration costs   21557 52 22158 53
sharebased payments   1897 05 1897 05
total before nontrading items   77496 186 54231 130
release of provision against carrying value of associate    39 
termination costs     637 
lossprofit net of losses on disposal of fixed assets    292 
operating profit     53925 
total net interest charges     6794 
profit on ordinary activities before tax     47131 
ebitda is operating profit before depreciation amortisation and nontrading items  introduction business review governance financial statements
the restaurant group plc annual report 2009 51
    year ended 27 december 2009
     capital segment segment 
    depreciation additions assets liabilities 
    £’000 £’000 £’000 £’000
leisure   20449 25662 262585 49912
concessions   4822 5797 26084 12072
principal trading brands   25271 31459 288669 61984
noncore brands   475 – 954 8441
total all brands   25746 31459 289623 70425
administration   535 60 10181 8158
unallocated items   – – 6224 111513
total group   26281 31519 306028 190096
      year ended 28 december 2008
     capital segment segment 
    depreciation additions assets liabilities 
    £’000 £’000 £’000 £’000
leisure   18196 39033 256518 56131
concessions   3871 7 373 25173 12523
principal trading brands   22067 46406 281691 68654
noncore brands   597 – 1571 8614
total all brands   22664 46406 283262 77268
administration   601 317 10434 8060
unallocated items   – – 11307 126069
total group   23265 46723 305003 211397
assets and liabilities are allocated to divisions where possible unallocated assets include derivative financial instruments 
trade and other receivables certain prepayments and cash and cash equivalents 
unallocated liabilities include borrowings current and deferred tax derivative financial instruments and certain accruals and 
other creditors 52 the restaurant group plc annual report 2009
notes to the accounts continued
2 additional nonstatutory information
results are stated excluding nontrading items 
  
additional nonstatutory income statement information is provided as a useful guide to underlying trading performance the 
2009 and 2008 results include a number of items which are of a oneoff nature or are unrelated to the year’s result and hence 
are not representative of the underlying trading performance of the business the following segmental analysis excludes these 
nontrading items as described in note 5 and is provided to aid understanding of the income statement and should be read in 
conjunction with rather than as a substitute for the reported information  
    year ended 27 december 2009
       operating 
     ebitda operating profit 
   turnover ebitda margin profit margin 
   £’000 £’000  £’000 
leisure  353552 89525 253 69076 195
concessions  82184 15862 193 11040 134
principal trading brands  435736 105387 242 80116 184
noncore brands  7 787 – 1262 –
total all brands  435743 104600 240 78854 181
p r e ope ning 	 costs	 	 	  1  4 7 7	  0  3 	  1  4 7 7	  0  3 
administration costs   21384 49 21919 50
sharebased payments   2098 05 2098 05
ebitdaadjusted operating profit   79641 183 53360 122
total net interest charges     3331 
adjusted profit before tax     50029 
taxation     15559 
adjusted profit after taxation     34470 
earnings per share pence – trading business     
basic     1748 
diluted     1740 
    year ended 28 december 2008
       operating 
     ebitda operating profit 
   turnover ebitda margin profit margin 
   £’000 £’000  £’000 
leisure  328986 87 147 265 68951 210
concessions  87 275 16606 190 12735 146
principal trading brands  416261 103753 249 81686 196
noncore brands  269 290 1079 887 3302
total all brands  416530 103463 248 80799 194
p r e ope ning 	 costs	 	 	  2  5 1 3 	  0  6 	  2  5 1 3 	  0  6 
administration costs   21557 52 22158 53
sharebased payments   1897 05 1897 05
ebitdaadjusted operating profit   77496 186 54231 130
total net interest charges     5306 
adjusted profit before tax     48925 
taxation     16147 
adjusted profit after taxation     32778 
earnings per share pence – trading business     
basic     1667 
diluted     1643 
financial information regarding segmental assets and liabilities is detailed in note 1  
ebitda is operating profit before depreciation amortisation and nontrading items   introduction business review governance financial statements
the restaurant group plc annual report 2009 53
3 revenue   
      2009 2008 
      £’000 £’000
income for the year consists of the following    
revenue from continuing operations     435743 416530
other income not included within revenue in the income statement    
rental income     3493 3575
interest income     186 97
total income for the year     439422 420202
    
4 profit for the year   
      2009 2008 
      £’000 £’000
cost of sales consists of the following    
continuing business excluding preopening costs     356889 335731
p r e ope ning 	 costs	 	 	 	 	 1477 2513
total cost of sales for the year     358366 338244
    
      2009 2008 
      £’000 £’000
p r o fit 	 f or 	 the 	 y e ar 	 has 	 be e n 	 arriv ed 	 a t 	 a f t er 	 char ging  cr editing  	 	 	
depreciation     26281 23265
purchases	 				 101695 98338
staff costs see note 6     134353 1 27438
    
minimum lease payments     43272 41388
contingent rents     6833 8261
total operating lease rentals of land and buildings     50105 49649
rental income     3493 3575
    
      2009 2008 
      £’000 £’000
auditors’ remuneration   
audit of the annual accounts     140 140
audit of overseas subsidiary     9 7
total audit fees     149 147
tax services     54 40
other assurance services     39 30
total nonaudit fees     93 70
total fees paid to the group’s auditors     242 217
    
audit fees included in the above total relating to the company are borne by a subsidiary undertaking all of the fees paid to 
auditors in 2009 and 2008 were expensed as administration costs 54 the restaurant group plc annual report 2009
notes to the accounts continued
5 nontrading items
      2009 2008 
     note £’000 £’000
items classified as nontrading within ordinary activities    
release of provision against carrying value of associate    – 39
termination costs    i – 637
    
p r o fit 	 on 	 disposal 	 o f 	 fix ed 	 asse ts	 	 	 	 ii	 – 306
loss on disposal of fixed assets    ii 564 626
creationrelease of accrual for disposal of assets    ii 80 600
amounts receivable    ii 113 –
other asset disposal included within operating profit   ii 5 12
lossprofit net of losses on disposal of fixed assets    526 292
    
finance charge arising from remeasurement of interest rate swaps   iii 1169 1488
loss on ordinary activities before tax     1695 1794
taxation charge on nontrading items    iv 4497 1233
total nontrading items after tax     2802 561
    
i in the year ended 28 december 2008 the group incurred £06m of termination costs    
ii  during the year the group disposed of fixed assets and realised a net loss of £05m 2008 £03m net profit in the interim 
accounts for 2009 the disposals had not been completed and the estimated loss was shown in cost of sales and 
administration costs
iii  the group has taken a charge of £12m 2008 £15m in respect of the remeasurement of its interest rate swaps  
further details are provided in note 24    
    
iv  in the year ended 27 december 2009 the group has recognised a nontrading taxation credit of £45m 2008 £12m 
included within this amount is a credit of £36m in relation to the release of a number of provisions created in 2005 following 
agr e e me n t 	 with 	 hmr c 	 on 	 the 	 tr e a tme n t 	 o f 	 a 	 numbe r 	 o f 	 transactions 	 	 	 	
6 staff costs and numbers   
      2009 2008
a staff numbers including executive directors    
restaurant staff     9858 9413
administration staff     212 215
      10070 9628
    
      2009 2008 
      £’000 £’000
b staff costs including directors comprise    
wages and salaries     122742 115537
social security costs     9028 9446
sharebased payments     2098 1897
p e nsion 	 costs	 	 	 	 	 485 558
      134353 1 27438
c directors’ remuneration
emoluments     2632 3085
money purchase and other pension contributions     155 192
      2787 3277
charge in respect of sharebased payments     1237 1131
      4024 4408
    
further details of the directors’ emoluments and the executive pension schemes are given in the directors’ remuneration  
report on pages 29 to 36 of which the information on pages 33 to 36 has been audited  introduction business review governance financial statements
the restaurant group plc annual report 2009 55
7 net finance charges   
      2009 2008 
      £’000 £’000
bank interest payable     2886 4718
other interest payable     289 368
interest on obligations under finance leases     342 317
change in fair value of interest rate swaps     1169 1488
total borrowing costs     4686 6891
bank interest receivable     6 15
other interest receivable     180 82
total interest receivable     186 97
net finance charges     4500 6794
    
8 taxation    
      2009 2008 
      £’000 £’000
a the taxation charge comprises   
current taxation    
uk corporation tax at 28 2008 285     16058 15382
adjustments in respect of previous periods     756 842
      15302 14540
deferred taxation    
origination and reversal of timing differences     1183 32
adjustments in respect of previous periods     3057 347
credit in respect of rate change     – 5
      4240 374
total taxation charge for the year     11062 14914
    
b factors affecting the tax charge for the year    
the tax assessment for the year varies from the standard uk corporation tax rate of 28 2008 285 due to the  
following factors    
      2009 2008 
      £’000 £’000
p r o fit 	 on 	 ordinar y 	 activitie s 	 be f or e 	 ta xa tion	 	 	 	 	 48334 47 131
p r o fit 	 on 	 ordinar y 	 activitie s 	 be f or e 	 ta xa tion 	 multiplied	 	 	 	
 by the standard uk corporation tax rate of 28 2008 285    13534 13432
effects of    
depreciation on nonqualifying assets     1546 1241
expenses not deductible for tax purposes     293 713
lossprofit on disposal of nonqualifying assets     29 381
credit in respect of rate change on deferred tax liability    – 5
adjustment in respect of previous years     3813 495
utilisation of capital losses brought forward     110 –
other adjustments     169 409
total taxation charge for the year     11062 14914
     56 the restaurant group plc annual report 2009
notes to the accounts continued
9 earnings per share
      2009 2008
a basic earnings per share    
weighted average ordinary shares in issue during the year    197212437 196669242
total basic profit for the year £’000     37272 32217
basic earnings per share for the year pence     1890 1638
total basic profit for the year £’000     37272 32217
effect of nontrading items on earnings for the year £’000    2802 561
earnings excluding nontrading items £’000     34470 32778
adjusted earnings per share pence     1748 1667
    
b diluted earnings per share
weighted average ordinary shares in issue during the year    197212437 196669242
dilutive shares to be issued in respect of options granted under the  share option schemes  884472 2861641
      198096909 199530883
diluted earnings per share pence     1882 1615
adjusted diluted earnings per share pence     1740 1643
    
the additional nonstatutory earnings per share information where nontrading items described in note 5 have been  
added back has been provided as the directors believe they provide 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 2009 or 2008 
10 dividend
      2009 2008 
      £’000 £’000
amounts recognised as distributions to equity holders during the year    
final dividend for the year ended 28 december 2008 of 630p 2007 599p per share  12188 11504
interim dividend for the year ended 27 december 2009 of 140p 2008 140p per share  2699 2683
total dividends paid in the year     14887 14187
second interim dividend for the year ended 27 december 2009 of 630p 2008 nil per share  12082 –
p r opo s e d 	 fi na l 	 d i v i d e n d 	 f or 	 t h e 	 y e a r 	 e n d e d 	 2 7 	 d e c e m b e r 	 2 0 0 9 	 o f 	 0  3 0 p 	  2 0 0 8 	 a ct u a l 	 pr opo s e d 
 and paid 630p per share     575 12188
    
the second interim dividend of 630p will be paid on 30 march 2010 the proposed final dividend is subject to approval by 
shareholders at the annual general meeting to be held on 6 may 2010 neither dividend payment is recognised as a liability in 
these financial statements the second interim dividend and the proposed final dividend payable reflect the number of shares 
in issue on 27 december 2009 adjusted for the 58m shares owned by the employee benefit trust for which dividends have 
been waived further details are provided in note 20     introduction business review governance financial statements
the restaurant group plc annual report 2009 57
11 intangible assets    
      brunning  
     blubeckers and price total 
     limited limited goodwill 
     £’000 £’000 £’000
cost
at 31 december 2007    11275 15241 26516
adjustme n t 	 fr om 	 change 	 in 	 e st ima t e s 	 on 	 acquisition 	 o f 	 br unning 	 and 	 p r ice 	 l imit ed 	
1
 – 275 275
at 28 and 29 december 2008 and at 27 december 2009   11275 14966 26241
    
1
	 	 f o l l o w i n g 	 t h e 	 a c q u i s i t i o n 	 o f 	 b r u n n i n g 	 a n d 	 p r i c e 	 l i m i t e d 	 o n 	 1 7 	 o c t o b e r 	 2 0 0 7  	 a d j u s t m e n t s 	 w e r e 	 m a d e 	 a s 	 a 	 r e s u l t 	 o f 	 c h a n g e s 	 i n 	 e s t i m a t e s	 
after the provisional accounting was completed these adjustments were made in the year ended 28 december 2008 in accordance with 
ifrs 3 ‘business combinations’ and resulted in a decrease of £03m in the goodwill on acquisition
goodwill arising on business combinations is not amortised but is subject to a biannual impairment review or more frequently 
if events or changes in circumstances indicate that it might be impaired therefore goodwill arising on the acquisition of 
blube ck e rs 	 l imit ed 	 and 	 br unning 	 and 	 p rice 	 l imit ed 	 is 	 monit or ed 	 and 	 an 	 impair me n t 	 t e st 	 is 	 c ar r ied 	 out 	 which 	 compar e s 	 the 	
value in use to the carrying value
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 
p e r p e t uit y 	 i s 	 b e l i e v e d 	 t o 	 b e 	 r e a s o na bl e 	 du e 	 t o 	 t h e 	 s i g nifi c a n t 	 pr opor t i o n 	 o f 	 f r e e h o l ds 	 i n 	 t h e 	 e s t a t e 	 a n d 	 t h e 	 na t u r e 	 o f 	 t h e	
leasehold properties the pretax discount rate applied to cash flow projections is 1096 2008 903
since 1 january 1989 the cumulative amount of goodwill written off against realised reserves is £504m 2008 £504m 
records for periods prior to this date are not readily available 58 the restaurant group plc annual report 2009
notes to the accounts continued
12 property plant and equipment 
      fixtures  
     land and  equipment   
     buildings and vehicles total 
     £’000 £’000 £’000
cost     
at 31 december 2007     250741 98294 349035
exchange movement    566 216 782
acquisitions    378 126 252
additions    29801 16922 46723
disposals    7655 16182 23837
at 28 december 2008    273831 99124 372955
accumulated depreciation and impairment     
at 31 december 2007     74747 45531 120278
exchange movement    349 129 478
p r o v i d e d 	 du r i n g 	 t h e 	 y e a r 	 	 	 	 1 2  2 2 9 	 1 1  0 3 6 	 2 3  2 65
reclassifications
1
    4746 4746 –
disposals    6190 15598 21788
at 28 december 2008    76389 45844 122233
cost     
at 29 december 2008    273831 99124 372955
exchange movement    215 86 301
additions    18510 13009 31519
disposals    3775 2410 6185
at 27 december 2009    288351 109637 397988
accumulated depreciation and impairment     
at 29 december 2008    76389 45844 122233
exchange movement    153 56 209
p r o vided 	 dur ing 	 the 	 y e ar	 	 	 	 1 3  9 2 0	 1 2  36 1	 2 6 2 8 1
disposals    3017 2141 5158
at 27 december 2009    87139 56008 143147
net book value as at 28 december 2008    197442 53280 250722
net book value as at 27 december 2009    201212 53629 254841
     
      2009 2008 
      £’000 £’000
net book value of land and buildings    
freehold     58353 50959
long leasehold     1656 1728
short leasehold     141203 144755
      201212 197442
1
  on review of the classification of depreciation charges across different categories of asset a number of reclassifications between  
categories were identified there was no impact on total net book value or the income statement
      2009 2008 
      £’000 £’000
assets held under finance leases     
 
costs at beginning and end of year     1961 1961
depreciation     
at beginning of year     1074 1049
p r o vided 	 dur ing 	 the 	 y e ar	 	 	 	 	 25 25
at end of year     1099 1074
net book value at end of year     862 887 introduction business review governance financial statements
the restaurant group plc annual report 2009 59
13 investment in associate 
t he 	 re stauran t 	 g r oup 	 holds 	 a 	 38  	 in v e stme n t 	 in 	 l iving 	 v e n tur e s 	 re stauran ts 	 g r oup 	 l imit ed 	  f or me r ly 	 p imco 	 2 63 7 	 l imit ed 	
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 coterminus 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 £104m plus interest receivable due from lv finance limited a subsidiary of living 
ventures restaurants group limited was fully provided against as at 27 december 2009 and 28 december 2008  
the group’s share of the posttax result of living ventures restaurants group limited for the year ended 27 december 2009 
was a loss of £004m 2008 loss of £061m this loss 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
interest is receivable from lv finance limited on the loan note of £104m at a rate of libor in the year ended  
27 december 2009 £02m of interest has accrued of which the group has recognised £nil 2008 £06m of which the  
group recognised £nil consequently in addition to the loan note of £104m outstanding at that date £11m of interest 
receivable had accrued of which under the terms of the agreement £10m was overdue
summarised financial information on living ventures restaurants group limited is as follows 
      2009 2008
1
 
      £’000 £’000
noncurrent assets     11944 13094
current assets     2263 1630
noncurrent liabilities     18143 18190
current liabilities     5647 5683
equity     9583 9149
revenue     23593 21850
net loss     103 1598
      
at 27 december 2009 living ventures restaurants group limited was contractually committed to £002m of capital 
expenditure 28 december 2008 £003m
1
	 pr ior 	 y e a r 	 ba la nc e s 	 hav e 	 b e e n 	 r e stat e d 	 f ollo w ing 	 submis s io n 	 o f 	 au dit e d 	 stat u t o r y 	 ac c ou nt s 	 f o r 	 t h e 	 y e a r 	 e nd e d 	 3 1 	 m a r c h 	 2 0 0 9 
14 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 27 december 2009 is not considered by the directors to be materially different from the balance 
sheet value the group recognised £1017m of purchases as an expense in 2009 2008 £983m
15 trade and other receivables
      2009 2008 
      £’000 £’000
amounts falling due within one year      
trade debtors     1154 962
other debtors     3888 4690
      5042 5652
16 trade and other payables
      2009 2008 
      £’000 £’000
amounts falling due within one year      
trade creditors     33380 41008
other tax and social security     12347 10399
other creditors     7992 5839
accruals     26607 26965
      80326 84211 60 the restaurant group plc annual report 2009
notes to the accounts continued
17 provisions
      2009 2008 
      £’000 £’000
provision for onerous lease contracts      
balance at beginning of year     4873 4917
additional provisions made     1056 1714
amounts utilised     961 651
p r o v i si on s 	 r e le as e d 	 	 	 	 	 143 1463
adjustment for change in discount rate     645 –
unwinding of discount     380 356
balance at end of year     4560 4873
analysed as      
amount due for settlement within one year     928 825
amount due for settlement after one year     3632 4048
      4560 4873
      
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 136 years 
      
18 deferred taxation
      2009 2008 
      £’000 £’000
balance at beginning of year     26211 25388
capital allowances in advance of depreciation charged to the income statement   344 1191
other timing differences     3896 817
deferred tax taken directly to the income statement see note 8   4240 374
tax on sharebased payments     810 536
deferred tax taken through equity     810 536
de fer r ed 	 ta x 	 ar ising 	 on 	 acquisition 	 o f 	 br unning 	 and 	 p r ice 	 l imit ed	 	 	 	 – 87
other adjustments     – 87
balance at end of year     21161 26211
      
      2009 2008 
      £’000 £’000
deferred tax consists of      
capital allowances in advance of depreciation     23792 27426
capital gains held over     – 110
capital gains rolled over     543 543
other timing differences     3174 1868
      21161 26211
      
19 share capital      
      number £’000
authorised
at 28 december 2008 and 27 december 2009 ordinary shares of 28
1
8p each   284444444 80000
issued called up and fully paid
at 31 december 2007     196605258 55295
exercise of share options     133580 38
at 28 and 29 december 2008     196738838 55333
exercise of share options     837 025 235
at 27 december 2009     197575863 55568 introduction business review governance financial statements
the restaurant group plc annual report 2009 61
20 employee benefit trust      
an employee benefit trust “ebt” was established in 2007 in order to satisfy the exercise or vesting of existing and future  
shar e 	 a w ards 	 under 	 the 	 long  t erm 	 ince n tiv e 	 p lan 	  “l tip ”   	 t he 	 e bt 	 pur chase s 	 shar e s 	 in 	 the 	 mar k e t  	 using 	 f unds 	 pr o vided 	 
by the company based on expectations of future requirements dividends are waived by the ebt at 27 december 2009  
the trustees appleby trust jersey limited held 58m shares in the company 28 december 2008 51m shares
net cash outflow in the year ended 27 december 2009 was £39m inclusive of costs year ended 28 december 2008  
£36m inclusive of costs      
      
      number £’000
at 31 december 2007     2500000 
p u r c ha s e 	 o f 	 s ha r e s 	 o n 	 2 7 	 m a r c h 	 2 0 0 8 	 a t 	 a n 	 a v e r a g e 	 pr i c e 	 o f 	 £ 1  3 7 2 	 p e r 	 s ha r e 	 	 1  6 2 5  0 0 0 	 	 2  2 4 6
p ur chase 	 o f 	 shar e s 	 on 	 6 	 ma y 	 2 0 08 	 a t 	 an 	 a v erage 	 price 	 o f 	 £ 1  4 2 7 	 pe r 	 shar e	 	 5 0 0  0 0 0	 	 7 1 9
p u r c ha s e 	 o f 	 s ha r e s 	 o n 	 1 7 	 j u n e 	 2 0 0 8 	 a t 	 a n 	 a v e r a g e 	 pr i c e 	 o f 	 £ 1  2 5 6 	 p e r 	 s ha r e 	 	 5 0 0  0 0 0 	 	 6 3 2
      2625000 3597
transfer of shares to satisfy the exercise or vesting of share awards   24800 
at 28 and 29 december 2008     5100200 
p u r c ha s e 	 o f 	 s ha r e s 	 o n 	 2 	 se p t e m b e r 	 2 0 0 9 	 a t 	 a n 	 a v e r a g e 	 pr i c e 	 o f 	 £ 1  9 3 1 	 p e r 	 s ha r e 	 1  0 0 0  0 0 0 	 	 1  9 4 5
p ur chase 	 o f 	 shar e s 	 on 	 2 	 no v ember 	 2 0 0 9 	 a t 	 an 	 a v erage 	 pr ice 	 o f 	 £ 1  808 	 pe r 	 shar e	 	 2 68  0 0 0	 	 488
p ur chase 	 o f 	 shar e s 	 on 	 1 	 de cember 	 2 0 0 9 	 a t 	 an 	 a v erage 	 pr ice 	 o f 	 £ 1  88 1 	 pe r 	 shar e	 	 7 5 0  0 0 0	 	 1  4 2 1
      2018000 3854
transfer of shares to satisfy the exercise or vesting of share awards   1326943 
at 27 december 2009     5791257 
details of options granted under the group’s share schemes are given in note 21
21 sharebased payment schemes
the group operates a number of share option schemes details of which are provided in the directors’ remuneration report  
on pages 29 to 36 the group has taken advantage of the exemption under ifrs 2 “sharebased 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 sharebased payments is £21m 2008 £19m
the other reserve account reflects the credit to equity made in respect of the charge for share options 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 
unde r 	 the 	 long  t e rm 	 ince n tiv e 	 p lan 	  se e 	 no t e 	 2 0  
executive share option plans “esops”
t he 	 g r oup 	 has 	 in 	 place 	 thr e e 	 e s ops  	 the 	 1 998 	 sche me  	 the 	 2 0 03 	 sche me 	 and 	 a 	 one o f f 	 sche me  	 unde r 	 the se 	 sche me s  	 the 	
remuneration committee may grant options over shares in the restaurant group plc to employees of the group awards 
unde r 	 the 	 e s ops 	 ar e 	 ge nerally 	 r e ser v ed 	 f or 	 se nior 	 manage me n t 	 le v el 	 and 	 abo v e  	 t he 	 con tractual 	 life 	 o f 	 an 	 op tion 	 is 	 t e n 	 y e ars  	
o p t i o n s 	 gr a n t e d 	 u n d e r 	 e s o p s 	 b e c om e 	 e x e r c i s a bl e 	 o n 	 t h e 	 t hi r d 	 a nni v e r s a r y 	 o f 	 t h e 	 d a t e 	 o f 	 gr a n t  	 s u b je ct 	 t o 	 gr o w t h 	 i n 	 e a r ni n gs	
per 	 shar e 	 e x ce eding 	 rp i 	 gr o w th 	 b y 	 mor e 	 than 	 4  	  unde r 	 the 	 1 998 	 sche me  	 or 	 2  5  	  unde r 	 the 	 2 0 03 	 sche me   	 e x e r cise 	 o f 	
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  62 the restaurant group plc annual report 2009
21 sharebased payment schemes continued
year ended 27 december 2009
   outstanding    
period during which exercise at beginning    outstanding at exercisable at 
options are exercisable price of year granted exercised lapsed end of year end of year
1998 scheme
20032010 486p 3015  – – – 3015  3015 
total number  3015  – – – 3015  3015 
weighted average exercise price  486p – – – 486p 486p
2003 scheme
20062013 674p 186887  – – – 186887  186887 
20072014 977p 1445710  – 371000 – 1074710  1074710 
20082015 1344p 1419000  – 429321 60000 929679  929679 
total number  3051597  – 800321 60000 2191276  2191276 
weighted average exercise price  1129p – 1174p 1344p 1107p 1107p
oneoff scheme see note below
20042011 450p 200000  – – – 200000  200000 
total number  200000  – – – 200000  200000 
weighted average exercise price  450p – – – 450p 450p
total number  3254612  – 800321 60000 2394291  2394291 
weighted average exercise price  1087p – 1174p 1344p 1051p 1051p
year ended 28 december 2008        
   outstanding    
period during which exercise at beginning    outstanding at exercisable at 
options are exercisable price of year granted exercised lapsed end of year end of year
1998 scheme
20032010 486p 3015  – – – 3015  3015 
total number  3015  – – – 3015  3015 
weighted average exercise price  486p – – – 486p 486p
2003 scheme
20062013 674p 191409  – 4522 – 186887  186887 
20072014 977p 1484500  – 26290 12500 1445710  1445710 
20082015 1344p 1469000  – 50000 – 1419000  1419000 
total number  3144909  – 80812 12500 3051597  3051597 
weighted average exercise price  1130p – 1187p 977p 1129p 1129p
oneoff scheme see note below
20042011 450p 200000  – – – 200000  200000 
total number  200000  – – – 200000  200000 
weighted average exercise price  450p – – – 450p 450p
total number  3347924  – 80812 12500 3254612  3254612 
weighted average exercise price  1089p – 1187p 977p 1087p 1087p
        
during 2009 the weighted average market price at date of exercise was 1571p per share 2008 1389p
note the oneoff scheme is in respect of alan jackson’s share options granted on 5 june 2001 further details are provided 
in the directors’ remuneration report on page 35 during the year alan jackson exercised no options under this scheme and 
as at 27 december 2009 there are 200000 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
notes to the accounts continued introduction business review governance financial statements
the restaurant group plc annual report 2009 63
longterm incentive plan
on 9 november 2005 an extraordinary general meeting of the restaurant group plc approved the adoption of a new 
l o n g  t e r m 	 i n c e n t i v e 	 p la n 	  “ l t i p ”  	 f or 	 t h e 	 g r o u p  	 d e t a i l s 	 o f 	 w hi c h 	 a r e 	 pr o v i d e d 	 i n 	 t h e 	 d i r e ct or s ’ 	 r e m u n e r a t i o n 	 r e por t 	 o n	 
page s 	 2 9 	 t o 	 36  	 a w ards 	 under 	 the 	 l tip 	 ar e 	 ge nerally 	 r e se r v ed 	 f or 	 se nior 	 manage me n t 	 le v el 	 and 	 abo v e 	
  
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 
the se 	 ma t ching 	 a w ard 	 shar e 	 op tions 	 t o 	 be 	 v alid  	 t he 	 table 	 belo w 	 summar ise s 	 the 	 da t e s 	 o f 	 a w ards 	 unde r 	 the 	 l tip 	 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
7 december 2005  7 may 2006
8 march 2007  30 june 2007
6 march 2008  30 june 2008
5 march 2009  30 june 2009
   
v e sting 	 o f 	 shar e 	 op tions 	 under 	 the 	 l tip 	 is 	 depe nde n t 	 on 	 con tinuing 	 e mplo y me n t  	 in 	 e x ce p t ional 	 cir cumstance s  	 e mplo y e e s 	
may be permitted to exercise options before the normal period in which they are exercisable    
    
t he 	 op tions 	 fr om 	 the 	 l tip 	 scheme 	 will 	 be 	 sa tisfied 	 thr ough 	 shar e 	 pur chase s 	 via 	 a 	 tr ust  	 f ur the r 	 de tails 	 ar e 	 pr o vided 	 in 	 no t e 	 2 0 	
year ended 27 december 2009
    
period during   outstanding    outstanding exercisable 
which options type of  at beginning    at end at end 
are exercisable award fair value of year granted exercised lapsed of year of year
2009 conditional – tsr element 990p 340135  – 340135 – – –
2 0 0 9	 conditional 	 – 	 e p s 	 eleme n t	 1 53  0 p	 6 2 5  1 5 0 	 	 –	  6 1 7  980 	 7  1 7 0 	 –	 –
2009 matching 1530p 373385  – 368828 4557 – –
2010 conditional – tsr element 2409p 150921  – – – 150921  –
2 0 1 0	 conditional 	 – 	 e p s 	 eleme n t	 336  0 p	 2 93  85 9 	 	 –	 –	  9  683 	 2 84  1 7 6 	 	 –
2010 matching 3360p 158920  – – 39590 119330  –
2011 conditional – tsr element 831p 626292  – – – 626292  –
2 0 1 1	 conditional 	 – 	 e p s 	 eleme n t	 1 4 6  0 p	 1  40 2  535 	 	 –	 –	  3 2  85 8 	 1  369  6 7 7 	 	 –
2011 matching 1460p 360107  – – – 360107  –
2012 conditional 899p – 2611370  – 17 950 2593420  –
2012 matching 899p – 757999  – 265346 492653  –
total number   4331304  3369369  1326943 377154 5996576  –
        
year ended 28 december 2008
period during   outstanding    outstanding exercisable 
which options type of  at beginning    at end at end 
are exercisable award fair value of year granted exercised lapsed of year of year
2009 conditional – tsr element 990p 340135  – – – 340135  –
2 0 0 9	 conditional 	 – 	 e p s 	 eleme n t	 1 53  0 p	 6 7 3 2 5 2 	 	 –	  1 9  840 	  2 8 2 6 2 	 6 2 5  1 5 0 	 	 –
2009 matching 1530p 378345  – 4960 – 373385  –
2010 conditional – tsr element 2409p 187 787  – – 36866 150921  –
2 0 1 0	 conditional 	 – 	 e p s 	 eleme n t	 336  0 p	 3 7 9  5 0 6 	 	 –	 –	  85  64 7	 2 93  85 9 	 	 –
2010 matching 3360p 183721  – – 24801 158920  –
2011 conditional – tsr element 831p – 768533  – 142241 626292  –
2 0 1 1 	 c o n d it i o na l 	 – 	 e p s 	 e l e m e n t 	 1 4 6  0 p 	 – 	 1  6 4 9  44 5 	 	 – 	  2 4 6  9 1 0  	 1  4 0 2  5 3 5 	 	 –
2011 matching 1460p – 812363  – 452256 360107  –
2012 conditional 899p – – – – – –
2012 matching 899p – – – – – –
total number   2142746  3230341  24800 1016983 4331304  – 64 the restaurant group plc annual report 2009
21 sharebased payment schemes continued
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 
ukbased 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 threeyear 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 threeyear savings period 
options were valued using the stochastic share pricing model
year ended 27 december 2009
period during  outstanding    outstanding exercisable 
which options exercise at beginning    at end at end 
are exercisable price of year granted exercised lapsed of year of year
20072008 790p – – – – – –
2009 1600p 130514  – 36704 93810 – –
2011 1250p 731321  – – 128712 602609  –
total number  861835  – 36704 222522 602609  –
        
year ended 28 december 2008
      
period during  outstanding    outstanding exercisable 
which options exercise at beginning    at end at end 
are exercisable price of year granted exercised lapsed of year of year
20072008 790p 59482  – 52768 6714 – –
2009 1600p 219319  – – 88805 130514  –
2011 1250p – 847 897  – 116576 731321  –
total number  278801  847897  52768 212095 861835  –
during 2009 the weighted average market price at date of exercise was 1874p per share 2008 1581p
assumptions used in valuation of sharebased payments granted in the year ended 27 december 2009
scheme 2009 ltip conditional award 2009 ltip matching award 
grant date 5 march 2009 5 march 2009
share price at grant date 1230p 1230p
exercise price na na
number of options originally granted 2611370  757999 
minimum vesting period 3 years 3 years
expected volatility
1
 488 488
contractual life 35 years 35 years
risk free rate 160 160
expected dividend yield 000 000
expected forfeitures 10 35
fair value per option 899p 899p
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 reinvested 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 conditional awards the 
calculated volatility based on the movement in the return index over a period of three years prior to the grant has been used
notes to the accounts continued introduction business review governance financial statements
the restaurant group plc annual report 2009 65
22 reconciliation of profit before tax to net cash flow from operating activities
      2009 2008 
      £’000 £’000
p r o fit 	 be f or e 	 ta x	 	 	 	 	 48334 47 131
net finance charges     4500 6794
lossprofit net of losses on disposal of fixed assets    526 292
release of provision against carrying value of associate    – 39
sharebased payments     2098 1897
depreciation     26281 23265
increase in stocks     189 584
decrease in debtors     758 915
decrease in creditors     5233 323
cash flows from operations     77075 78764
 
major noncash transactions
there were no major noncash transactions in the years ended 27 december 2009 or 28 december 2008
23 reconciliation of changes in cash to the movement in net debt 
      2009 2008 
      £’000 £’000
net debt       
at beginning of year     78884 76573 
movements in the year
repayments ofproceeds from loan draw downs     15000 6000
noncash movements in the year     161 89
cash outflowinflow     2639 3778
at end of year     66684 78884
  at 31 cash flow  noncash at 28 and 29 cash flow  noncash at 27 
  december movements movements december movements movements december 
  2007 in the year in the year 2008 in the year in the year 2009 
represented by £’000 £’000 £’000 £’000 £’000 £’000 £’000
        
cash and cash equivalents 1692 3778 – 5470 2639 – 2831
bank loans falling  
 due after one year 78265 6000 89 84354 15000 161 69515
  76573 2222 89 78884 12361 161 66684 66 the restaurant group plc annual report 2009
24 financial instruments and derivatives 
the group finances its operations through equity and borrowings the group borrows at floating rates and uses interest rate 
swaps to generate the desired interest profile the use of any financial instruments is carefully controlled and monitored by the 
board in line with the group’s treasury strategy and the terms and conditions of its facilities
management’s approach to treasury is to
•	 e nsur e 	 suf ficie n t 	 commit t ed 	 loan 	 facilitie s 	 ar e 	 in 	 place 	 t o 	 suppor t 	 an ticipa t ed 	 busine s s 	 r equir e me n ts 	
• 	 e n s u r e 	 t h e 	 g r o u p ’ s 	 d e b t 	 s e r v i c e 	 w i l l 	 b e 	 s u ppor t e d 	 b y 	 a n t i c i p a t e d 	 c a s h 	 fl o w s 	 a n d 	 t ha t 	 c o v e na n t s 	 w i l l 	 b e 	 c om pl i e d 	 w it h  	 a n d 	 	
•	 manage 	 in t e r e st 	 ra t e 	 e xposur e 	 with 	 a 	 combina tion 	 o f 	 floa ting 	 ra t e 	 de b t 	 and 	 in t e r e st 	 ra t e 	 s w aps 
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 28 
further details on market and economic risk is 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 12 to 15 
a financial assets and liabilities
financial assets
the financial assets of the group comprise
      2009 2008 
      £’000 £’000
cash and cash equivalents – sterling     2398 5030
cash and cash equivalents – euro     433 440
      2831 5470
trade and other receivables     5042 5652
total financial assets     7873 11 122
      
cash and cash equivalents include balances held on the overnight money market on which interest is received at floating rates 
and 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      
      2009 2008 
      £’000 £’000
trade and other payables     80326 84211
derivative financial instruments     2242 1073
finance lease debt     276 274
shortterm financial liabilities     82844 85558
longterm borrowings – at floating interest rates     69515 84354
finance lease debt     2718 2652
longterm financial liabilities     72233 87006
total financial liabilities     155077 172564
  total financial liabilities attracting interest were £700m 2008 £850m 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 122 2008 298  
after taking into account the effect of the interest rate swaps the average weighted year end interest rate for these borrowings was 406 
2008 210
on 19 december 2007 the group entered a 5 year facility agreement for £120m which was utilised from 17 january 2008 
interest is 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 the group has a £10m overdraft facility which is repayable on demand on which interest is payable 
at the bank’s overdraft rate
the group has £500m of committed borrowing facilities in excess of gross borrowings at 27 december 2009 28 december 
2008 £350m
notes to the accounts continued introduction business review governance financial statements
the restaurant group plc annual report 2009 67
the maturity profile of anticipated gross future cash flows including interest relating to the group’s nonderivative financial 
liabilities on an undiscounted basis are set out below      
      
at 27 december 2009  
     floating finance  
     rate lease  
     loan debt total 
     £’000 £’000 £’000
within one year    1146 276 1422
within two to five years    74358 1103 75461
after five years    – 6299 6299
     75504 7 678 83182
less future interest payments    5989 4684 10673
     69515 2994 72509
      
at 28 december 2008  
     floating finance 
     rate lease  
     loan debt total 
     £’000 £’000 £’000
within one year    1911 274 2185
within two to five years    90789 1096 91885
after five years    – 6250 6250
     92700 7 620 100320
less future interest payments    8346 4694 13040
     84354 2926 87280
effective from 16 january 2006 the group entered into an interest rate swap for an initial notional amount of £20m rising to 
£50m from 18 april 2006 until 16 january 2008 when it reduced to £30m until 16 january 2009 when it terminated the 
fixed rate for the duration of the three years was 4695
effective from 18 january 2008 the group entered into an interest rate swap for a notional amount of £25m for three years  
the fixed rate for the duration of the three years is 492 on 8 february 2010 the interest rate swap was terminated on 
payment of £10m 
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 is 270
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 is 2975
fair value of financial assets and liabilities
the group has derivative financial instruments relating to interest rate swaps and in accordance with ias 39 these have been 
valued at 27 december 2009 
the fair value of these instruments was £22m and this is accounted for as a liability in the consolidated balance sheet 2008 
£11m liability the movement in fair value has been recorded as a nontrading item in the consolidated income statement
all financial assets and liabilities excluding the interest rate swaps are accounted for at cost and the directors consider the 
carrying value to approximate their fair value 68 the restaurant group plc annual report 2009
24 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 nonperformance 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 
management 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 longterm receivable of £104m 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 limited formerly est est est restaurants 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 13 
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 longterm funding and 
liquidity management requirements liquidity risk is managed through the maintenance of adequate cash reserves and bank 
facilities by monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities the 
group’s loan facilities which mature in 2012 as set out in note a above ensure continuity of funding provided the group 
continues to meet its covenant requirements as detailed in the report of the directors on page 28
d foreign currency risk
as the group operates primarily within the united kingdom any transactional or translational exposure to changes in foreign 
exchange rate is limited the group operates three restaurants in spain that are serviced by local euro denominated debt the 
group is not materially exposed to changes in foreign currency rates and does not use foreign exchange forward contracts
e interest rate risk
exposure to interest rate movements is controlled through the use of floating rate debt and interest rate swaps to achieve a 
balanced interest rate profile and to ensure that a minimum level of borrowings are at fixed rates for the next two years in line 
with the group’s treasury strategy details of the current swaps are set out in note a above the interest rate profile is 
reviewed on a regular basis
notes to the accounts continued introduction business review governance financial statements
the restaurant group plc annual report 2009 69
25 lease commitments
future lease payments in respect of finance leases are due as follows
     
  minimum present value of minimum  
  lease payments lease payments
    2009 2008 2009 2008 
    £’000 £’000 £’000 £’000
within one year   276 274 276 274 
within two to five years   1103 1096 845 840 
after five years   6299 6250 1873 1812
    7678 7620
less future interest payments   4684 4694  
present value of lease obligations   2994 2926 2994 2926
analysed as      
amount due for settlement within one year     276 274
amount due for settlement after one year     2718 2652
present value of lease obligations     2994 2926
lease commitments are in respect of property leases where the 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 £30m 2008 £29m
the total future minimum rentals payable and receivable under operating leases over the remaining lives of the leases are 
    payable receivable payable receivable 
    2009 2009 2008 2008 
lease expiring   £’000 £’000 £’000 £’000
within one year   582 85 498 146
within two to five years   26008 3045 13964 3004
after five years   533262 41448 544190 43221
    559852 44578 558652 46371
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 leases 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 division 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
26 capital commitments 
      2009 2008 
      £’000 £’000
authorised and contracted for     9043 12379 70 the restaurant group plc annual report 2009
27 contingent liabilities
the group has assigned a number of leases to third parties that were originally completed prior to 1 january 1996 and 
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
28 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 £104m is due from lv finance limited a subsidiary of living ventures restaurants group limited which 
attracts interest at the rate of libor during the year ended 27 december 2009 £02m of interest was accrued of which the 
group recognised £nil 2008 £06m of which the group recognised £nil consequently in addition to the £104m loan note 
outstanding at 27 december 2009 £11m interest had accrued of which £10m was overdue under the terms of the 
agreement further details are provided in note 13 
alan jackson is a nonexecutive director of charles wells limited an independent brewing pub and distribution company 
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 £73850 per 
annum in addition the group purchased products with a value totalling £09m 2008 £09m 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 6 
further information concerning the directors’ remuneration is provided in the directors’ remuneration report on pages  
29 to 36 of which pages 33 to 36 are audited 
notes to the accounts continued introduction business review governance financial statements
the restaurant group plc annual report 2009 71
we have audited the parent company financial statements of the restaurant group plc for the 52 weeks ended 27 december 
2009 which comprise the parent 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 
a cce p t ed 	 a ccoun ting 	 p ractice  
t hi s 	 r e por t 	 i s 	 m a d e 	 s o l e l y 	 t o 	 t h e 	 c om p a n y ’ s 	 m e m b e r s  	 a s 	 a 	 bod y  	 i n 	 a c c or d a n c e 	 w it h 	 c ha p t e r 	 3 	 o f 	 p a r t 	 1 6 	 o f 	 t h e 	 c om p a ni e s	
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 auditors’ 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 auditors
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  
the parent company financial statements in accordance with applicable law and international standards on auditing uk and 
ir eland   	 t hose 	 standards 	 r equir e 	 us 	 t o 	 comply 	 with 	 the 	 a uditing 	 p ractice s 	 board ’ s 	  ap b ’ s  	 e thic al 	 standar ds 	 f or 	 a udit ors 
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  
a n d 	 ha v e 	 b e e n 	 c o n s i s t e n t l y 	 a ppl i e d 	 a n d 	 a d e qu a t e l y 	 d i s c l o s e d  	 t h e 	 r e a s o na bl e n e s s 	 o f 	 s i g nifi c a n t 	 a c c o u n t i n g 	 e s t i m a t e s 	 m a d e	 
b y 	 t h e 	 d i r e ct or s  	 a n d 	 t h e 	 o v e r a l l 	 pr e s e n t a t i o n 	 o f 	 t h e 	 fi na n c ia l 	 s t a t e m e n t s 
opinion on financial statements
in our opinion the parent company financial statements
•	 giv e 	 a 	 tr ue 	 and 	 fair 	 vie w 	 o f 	 the 	 sta t e 	 o f 	 the 	 par e n t 	 compan y ’ s 	 a f fairs 	 as 	 a t 	 2 7 	 de ce mbe r 	 2 0 0 9 
• 	 ha v e 	 b e e n 	 pr op e r l y 	 pr e p a r e d 	 i n 	 a c c or d a n c e 	 w it h 	 u nit e d 	 k i n gdom 	 g e n e r a l l y 	 a c c e p t e d 	 a c c o u n t i n g 	 p r a ct i c e  	 a n d
•	 ha v e 	 be e n 	 pr e par ed 	 in 	 accor dance 	 with 	 the 	 r equir e me n ts 	 o f 	 the 	 companie s 	 a ct 	 2 0 0 6 
opinion on other matters prescribed by the companies act 2006
in our opinion
• 	 	 t h e 	 i n f or m a t i o n 	 g i v e n 	 i n 	 t h e 	 r e por t 	 o f 	 t h e 	 d i r e ct or s 	 f or 	 t h e 	 fi na n c ia l 	 y e a r 	 f or 	 w hi c h 	 t h e 	 fi na n c ia l 	 s t a t e m e n t s 	 a r e 	 pr e p a r e d 	 i s	
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
•	 	 adequa t e 	 accoun ting 	 r e cords 	 ha v e 	 no t 	 be e n 	 k ep t 	 b y 	 the 	 par e n t 	 compan y  	 or 	 r e tur ns 	 adequa t e 	 f or 	 our 	 audit 	 ha v e 	 no t 	 be e n 	
r e ce iv ed 	 fr om 	 branche s 	 no t 	 visit ed 	 b y 	 us  	 or
•	 	 the 	 par e n t 	 compan y 	 financial 	 sta t eme n ts 	 and 	 the 	 par t 	 o f 	 the 	 d ir e ct ors ’ 	 r e mune ra tion 	 r e por t 	 t o 	 be 	 audit ed 	 ar e 	 no t 	 in 	
agr e e me n t 	 with 	 the 	 accoun ting 	 r e cords 	 and 	 r e tur ns  	 or
•	 ce r tain 	 disclosur e s 	 o f 	 d ir e ct ors ’ 	 r emunera tion 	 spe cified 	 b y 	 la w 	 ar e 	 no t 	 made  	 or
•	 w e 	 ha v e 	 no t 	 r e ceiv ed 	 all 	 the 	 in f orma t ion 	 and 	 e xplana tions 	 w e 	 r equir e 	 f or 	 our 	 audit 
other matter
we have reported separately on the group financial statements of the restaurant group plc for the 52 weeks ended  
27 december 2009
timothy steel senior statutory auditor
for and on behalf of deloitte llp
chartered accountants and statutory auditors 
london great britain
3 march 2010
independent auditors’ report 
to the members of the restaurant group plc 72 the restaurant group plc annual report 2009
c o m p an y 	 fi n an c i a l 	 s t a t e m e n t s 	 – 	 u n d e r 	 u k 	 ga a p
       at at 
       27 december 28 december 
      2009 2008 
     note £’000 £’000
fixed assets   
investments in subsidiary undertakings    i 126882 141089
      126882 141089
current assets   
debtors   
amounts falling due within one year from group undertakings    102001 85626
      102001 85626
creditors   
amounts falling due within one year to group undertakings   ii 121553 103740
net current liabilities     19552 18 114
total assets less current liabilities     107330 122975
net assets     107330 122975
capital and reserves
called up share capital    v 55568 55333
share premium account    v 21867 21104
other reserves    v 7104 5348
p r o fit 	 and 	 loss 	 accoun t	 	 	 	 v	 36999 51886
shareholders’ funds     107330 122975
     
the financial statements on pages 72 to 73 were approved by the board of directors and authorised for issue on  
3 march 2010 and were signed on its behalf by
alan jackson
stephen critoph aca
accounting policies and basis of preparation
basis of accounting
t h e 	 a c c o u n t s 	 f or 	 t h e 	 c om p a n y 	 ha v e 	 b e e n 	 pr e p a r e d 	 u n d e r 	 u k 	 g a a p  	 w hi l s t 	 t h e 	 g r o u p 	 a c c o u n t s 	 ha v e 	 b e e n 	 pr e p a r e d 	 u n d e r	
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
sharebased 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 sharebased payment 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 option schemes is provided in note 21 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 introduction business review governance financial statements
the restaurant group plc annual report 2009 73
i investment in subsidiary undertakings     
      loans 
     shares and other total 
     £’000 £’000 £’000
cost      
at 28 december 2008    94 114 48397 142511
additions – share option scheme    – 2098 2098
reclassification
1
    3527 12778 16305
at 27 december 2009    90587 37717 128304
amounts written off 
at 28 december 2008 and 27 december 2009    888 534 1422
net book value at 27 december 2009    89699 37183 126882
net book value at 28 december 2008    93226 47 863 141089
      
1
  there has been a reclassification of intercompany transactions between investments and current assets there is no impact on net assets  
as a result of the reclassification      
      
the company’s operating subsidiaries listed below are held by an intermediate holding company    
       proportion of voting  
       rights and shares held 
     holding  at 27 december 2009
city centre restaurants uk limited     ordinary shares  100
chiquito limited    ordinary shares  100
blubeckers limited    ordinary shares  100
frankie  benny’s sl    ordinary shares  100
dp p 	 re stauran ts 	 l imit ed 	 	 	 	 	 o rdinar y 	 shar e s	 	 1 0 0 
br unning 	 and 	 p r ice 	 l imit ed 	 	 	 	 	 o rdinar y 	 shar e s	 	 1 0 0 
other than frankie  benny’s sl the company’s principal operating subsidiaries are registered in england and wales and 
operate restaurants in the united kingdom frankie  benny’s sl is registered and operates three restaurants in spain
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 second interim dividend and the proposed final dividend in respect of 2009 are not recorded 
as liabilities in these financial statements as they were declared after the balance sheet date and in respect of the proposed 
final dividend is subject to approval by shareholders 
iii  	 p r o fit 	 a t tr ibutable 	 t o 	 members 	 o f 	 the 	 holding 	 compan y
as permitted by section 2303 of the companies act 1985 a separate profit and loss account has not been presented for the 
holding company during the year the company made a profit of £nil 2008 profit of £40039m which includes dividends of 
£40000m received from subsidiary undertakings remuneration of the auditors is borne by a subsidiary undertaking refer to 
note 4 in the consolidated accounts 
iv employee costs and numbers
all costs of employees and directors are borne by a subsidiary undertaking at 27 december 2009 the company employed 
three persons 28 december 2008 five persons
v share capital and reserves
   share share other profit and 
   capital premium reserves loss account total 
   £’000 £’000 £’000 £’000 £’000
as at 28 december 2008  55333 21104 5348 51886 122975
issue of shares  235 763 – – 998
employee share option schemes  – – 2098 – 2098
employee benefit trust – purchase of shares  – – 3854 – 3854
dividends   – – – 14887 14887
as at 27 december 2009  55568 21867 7104 36999 107330
      
details of share issues during the year are given in note 21 of the consolidated accounts and details of the dividends paid and 
proposed during the year are given in note 10 of the consolidated accounts 74 the restaurant group plc annual report 2009
   2009 2008 2007 2006 2005 
   £’000 £’000 £’000 £’000 £’000
revenue  435743 416530 366710 314748 302328
t ra ding 	 busine ss 	 e x cluding 	 dp p	 	 53360 54231 48207 39187 31962
underlying interest  3331 5306 3978 3254 1823
share of posttax result in associated undertaking  – – 749 917 600
adjusted profit before taxation  50029 48925 43480 35016 29539
     
loss 	 be f or e 	 ta xa tion 	 ma de 	 b y 	 dp p	 	 – – – – 1733
nontrading items  1695 1794 660 13437 1348
     
profit on ordinary activities before taxation  48334 47 131 42820 21579 26458
     
taxation  11062 14914 13644 11163 8617
     
profit on ordinary activities after taxation  37272 32217 29 176 10416 17 841
     
p r o fit 	 on 	 sale 	 o f 	 busine sse s 	 ne t 	 o f 	 ta x	 	 – – – 3950 5504
     
profit for the year  37272 32217 29176 14366 23345
     
basic earnings per share  1890p 1638p 1490p 726p 1078p
adjusted earnings per share  1748p 1667p 1464p 1150p 908p
p r opo s e d 	 t o t a l 	 d i v i d e n d 	 p e r 	 s ha r e 	 f or 	 t h e 	 y e a r 	 	 800p 770p 725p 600p 475p
dividend cover excluding nontrading items  219 216 202 192 191
employment of finance     
p r ope r t y  	 plan t 	 and 	 equipme n t	 	 254841 250722 228757 174035 151337
other noncurrent assets  26241 26241 26516 19960 30377
net current liabilities  68124 66092 67524 59612 61848
longterm liabilities  75865 91054 85207 52932 14459
   137093 119817 102542 81451 105407
     
financed by     
equity shareholders’ funds  115932 93606 77154 65204 91436
deferred tax  21161 26211 25388 16247 13971
     
   137093 119817 102542 81451 105407
     
net debt   66684 78884 76573 47 482 12419
gearing  575 843 992 728 136
interest cover before nontrading items times  160 102 121 120 175
group financial record the restaurant group plc annual report 2009 75
directors
alan jackson
nonexecutive chairman
a ndr e w 	 p age
chief executive officer
stephen critoph
group finance director
t rish 	 cor zine
executive director concessions
john jackson
nonexecutive
t o n y 	 hu g h e s
nonexecutive
company secretary
robert morgan
registered office
151 st vincent street
glasgow g2 5nj
head office
57 marshalsea road
london 	 se 1 	 1 e p
telephone number
0845 612 5001
company number
sc030343
registrar
equiniti limited
as p e ct 	 ho us e
spencer road
lancing 
west sussex bn99 6da
auditors
d e l oit t e 	 llp
hi l l 	 hou se
1 little new street
london ec4a 3tr
solicitors
macla y  	 mur ra y 	  	 spe ns 	 llp
one london wall
london ec2y 5ab
slaughter and may
one bunhill row
london ec1y 8yy
brokers
jp mor gan 	 ca zenov e
20 moorgate
london ec2r 6da
p a nm ur e 	 g or don
m o or ga t e 	 ha l l
155 moorgate
london ec2m 6xb
financial calendar
annual general meeting
6 may 2010
second interim dividend – 2009
announcement – 3 march 2010
ex dividend – 10 march 2010
record date – 12 march 2010
p a y me n t 	 da t e 	 – 	 30 	 mar ch 	 2 0 1 0
proposed final dividend – 2009
announcement – 3 march 2010
ex dividend – 9 june 2010
record date – 11 june 2010
p a y me n t 	 da t e 	 – 	 7 	 july 	 2 0 1 0
shareholder information 76 the restaurant group plc annual report 2009
notes
76 the restaurant group plc annual report 2009 introduction business review governance financial statements
contents 
the restaurant group plc operates  
367 restaurants and pub restaurants  
its principal trading brands are frankie 
 benny’s chiquito garfunkel’s a pub 
restaurant business as well as over 50 
sites in its concessions division which 
trades principally on major uk airports
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
directors’ remuneration report 29 
audit committee report 37 
financial statements 
independent auditors’ report 39 
accounting policies for the consolidated accounts 40 
consolidated income statement 45 
consolidated statement of comprehensive income 46 
consolidated statement of changes in equity 47 
consolidated balance sheet 48 
consolidated cash flow statement 49 
notes to the accounts 50
independent auditors’ report – company accounts 71 
company financial statements – under uk gaap 72 
group financial record 74
shareholder information 75 
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designed and produced by the college  wwwthecollegeukcom focused on  
our strategy
annual report 2009
the restaurant group plc
57 marshalsea road
london se1 1ep
tel 0845 612 5001
wwwtrgplccom
the restaurant group plc  annual report 2009


Summary:
 06 the restaurant group plc annual report 2009
chief executive officer’s review of operations
“ our core objective continues 
to be growth in shareholder 
value and our strategy to 
achieve this is to build a 
business capable of delivering 
longterm sustainable and 
growing cashflows”
a global slump the deepest since the second world  
war a credit crunch which threatened to bring down the 
international financial system and closer to home six 
consecutive quarters of declining gdp have not provided  
an attractive backdrop for consumerfacing businesses 
at the start of the 2009 it was apparent that the uk faced  
an unpalatable cocktail of economic contraction rising 
unemployment and a paucity of consumer and corporate 
credit we expected our sector to face new and sustained 
pressures which would test the robustness of business 
models this led us to be cautious about the shortterm 
outlook but at the same time to be confident that trg’s 
robust business model distinct market positioning prudent 
capital structure operational discipline including eschewing 
deep discounting and clear focus would enable it to 
capitalise on the opportunities which might arise whilst also 
adapting to the more difficult trading conditions which would 
prevail we did not expect trg to be immune to the effects  
of the uk recession rather we expected our business to 
demonstrate resilience 
and so in spite of the difficulties caused by the recession  
i am pleased to report that trg enjoyed another year of  
good progress both of our divisions performed admirably 
with our leisure division delivering modest profit growth  
and our concessions division successfully managing an 
extremely challenging airport marketplace to deliver a very 
commendable level of full year profit overall the group’s 
performance was good with both margins and sales holding 
up well despite a 2 contraction in likeforlike sales total 
sales grew by 46 adjusted pretax profits increased by 2 
and adjusted earnings per share were 5 higher than the 
previous year against a challenging backdrop this represents 
a very satisfactory result 
the trg business model 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 longterm sustainable and growing 
cashflows 2009 was a year in which business models were 
severely tested and i am pleased to report that once again 
we have successfully converted our growing profits into  
cash at a very healthy rate trg’s business model enables 
the group to grow in a predominately organic and highly 
valueaccretive way funded from internally generated funds  introduction business review governance financial statements
the restaurant group plc annual report 2009 07
our touchstones are cashflow and return on investment  
this model has enabled our shareholders to enjoy the 
benefits of high returns on capital growth in profits and 
cashflow and sizeable income distributions from our 
progressive dividend policy 
trg’s primary focus is on edge of town out of town rural 
semirural and airport locations these locations have 
significant barriers to entry offer good growth prospects  
and enable the group to generate consistently high returns 
on investment we occupy leading market positions in each 
of these segments and are well placed to continue to grow  
our business 
capex and trg opening programme
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 will continue to apply 
the same high 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 
in the light of lower levels of development activity over  
the past eighteen months trg has opened fewer new 
restaurants than it normally would and this level of new 
development activity is likely to continue during 2010 
however we are confident that in due course many of the 
projects which have been postponed or delayed will come to 
fruition and those projects should therefore contribute to our 
forward pipeline at present it is still not clear when this might 
be although there are tentative signs of new activity in some 
quarters of the commercial property market and this is 
encouraging during this period of lower levels of new 
development activity we will not look to substitute unduly 
risky andor less attractive projects for those which have 
been delayed or postponed rather we will retain our cash 
until such time as the original projects reappear or other 
equally attractive opportunities become available in the 
meantime our surplus cashflow will be applied towards 
reducing debt as it was during 2009 with a resultant  
£12m reduction in group net debt 
results
  results marked as adjusted are stated excluding nontrading items 
refer to note 2
trg’s trading metrics performed well during 2009 
• 	 	 t o t a l 	 s a l e s 	 i n c r e a s e d 	 b y 	 5  	  l i k e  f or  l i k e 	 s a l e s	 
were 2 lower and we sold 35 million meals
•	 adjust ed 	 e bitd a 	 incr e ased 	 b y 	 3  	 t o 	 £ 80 m 
• 	 a d j u s t e d 	 pr e  t a x 	 pr o fi t 	 i n c r e a s e d 	 b y 	 2  	 t o 	 £ 5 0 m 
• 	 	 m a r g i n s 	 h e l d 	 u p 	 w e l l 	 w it h 	 t h e 	 g r o u p 	 op e r a t i n g 	 pr o fi t	
margin just 08 lower and the group pretax profit 
margin 02 below last year and 
• 	 	 n e t 	 d e b t  	 a t 	 0  8 x 	 g r o u p 	 a d j u s t e d 	 e bi t d a  	 f e l l 	 b y 	 £ 1 2 m	 
to £67m
frankie  benny’s 188 units 
frankie  benny’s performed well during 2009 turnover 
ebitda and profit all increased and margins held up strongly 
last year we opened 10 new restaurants of which three were 
on noncinema sites these are all trading superbly and are 
set to deliver strong returns during the year we focused  
our efforts towards our customers with very close attention  
to the variety of offering price point hospitality and service 
standards as with all of our brands we eschewed deep 
discounting and this helped to produce a very satisfactory 
profit performance we anticipate opening between seven 
and eleven new frankie  benny’s restaurants during 2010
leisure
2009 2008
total revenue £3536m £3290m
operating profit £691m £690m
operating margin 195 210
focus on  
our customers  
by providing 
excellent value  
and service 08 the restaurant group plc annual report 2009
chiquito 63 units
chiquito produced a solid performance during 2009 
although profits were a little below the level of the prior year 
profit margins were adversely impacted by two factors firstly 
the introduction of a new lunchtime menu which was priced 
at a very competitive level and also as a result of food input 
cost increases which we did not pass on to customers 
during the year we opened three new restaurants – the 
performance of these restaurants has been superb and we 
expect all of them to deliver very strong returns we expect  
to open two to five new chiquito restaurants during 2010 
pub restaurants 42 units
overall our pub restaurant business had a good year those 
pub restaurants located in the north west of england traded 
very well without exception trading in the south east was 
more variable with some very good performers and others 
where results were less buoyant 
as noted in our interim report we have embarked on a 
programme of aligning the majority of the pub restaurants 
towards a less formal brunning  price style of operation 
this programme commenced in the summer of 2009 and will 
continue this year the results of these changes have been 
very encouraging with significant improvements in trading 
being secured by the end of 2010 we will have substantially 
concluded this programme and we are also looking forward 
to adding some additional pub restaurants during the year 
currently we expect to open between two and three new 
pub restaurants in 2010 and as we have previously indicated 
we believe that further opportunities to accelerate the growth 
of our pub restaurant business will arise in the future  
in the meantime we will look to steadily add to our pub  
restaurant estate 
garfunkel’s 22 units 
garfunkel’s performed superbly during 2009 finishing with a 
very strong final quarter most of our garfunkel’s restaurants 
trade from prominent locations in central london and they 
enjoyed a strong and sustained trade throughout the year 
and i am pleased to report that this trend continues 
revenues and margins grew strongly and this resulted in a 
double digit growth in ebitda and profit during the second 
half we opened a new garfunkel’s restaurant on tottenham 
court road it is trading strongly and is set to deliver  
excellent returns during 2010 we expect to open two  
new garfunkel’s restaurants 
chief executive officer’s review of operations continued
sticking to our 
areas of expertise introduction business review governance financial statements
the restaurant group plc annual report 2009 09
our concessions division which operates at eight of the  
uk’s principal airports faced very tough trading conditions 
throughout 2009 passenger numbers “pax” in uk airports 
fell by 75 over the course of 2009 with some of the larger 
airports suffering falls of up to 12 the decline in pax 
started towards the end of 2008 and as i indicated in last 
year’s review we expected 2009 to be a tough year for  
our concessions division in anticipation of these tougher 
conditions we took steps to limit the adverse impact of lower 
levels of trade primarily by rigorous control of our operations 
and cost base these steps combined with the turnover
based rental model under which our airport business 
operates meant that we were able to manage the downturn 
in trade successfully as a result i am pleased to report that 
our concessions division produced a creditable level of 
ebitda of £159m 2008 £166m and a profit of £110m 
2008 £127m although these are below the prior year level 
they demonstrate both the resilient nature of our concessions 
business and also the benefits of rigorous operational and 
cost controls 
during the year we opened five new airport sites four at 
aberdeen airport and one at manchester airport in addition 
we redeveloped a site at heathrow terminal 4 which is now 
trading as the “bridge bar” these new sites are trading very 
well and are expected to deliver strong returns we plan to 
open two to four new airport sites during 2010 
whilst we do not anticipate a rapid increase in pax during 
2010 we are encouraged by the recent positive trend 
additionally we believe that a secular shift away from 
fullservice travel towards low cost travel has been hastened 
during these more straitened times and this bodes well for 
trg in the medium and longerterm we are confident that 
our marketleading position and expertise in this segment 
means that we are well placed to capitalise on the growth 
that will in due course resume 
building a  
business capable  
of delivering long 
term sustainable 
and growing 
cashflows
concessions 52 units
2009 2008
total revenue £822m £873m
operating profit £110m £127m
operating margin 134 146 10 the restaurant group plc annual report 2009
market dynamics and the economy
eating out has become an increasingly popular pastime for 
large parts of the uk population in recent years with growth 
trending at levels ahead of changes in gdp and we remain 
confident that the prospects for our market are positive 
socioeconomic factors such as an ageing population more 
females in work and levels of disposable income significantly 
higher than in previous generations augur well for our 
industry eating out particularly at our popular price points 
£10£16 spend per head is a relatively “small ticket” item for 
most people and for many it has become a habitual part of 
their lives and something that they are reluctant to give up 
nevertheless eating out represents to a significant degree 
discretionary spend and as such can be flexed according to 
consumers’ disposable income and confidence it would 
therefore be naïve to assume that our business is impervious 
to the recessionary forces and poor economic backdrop 
over the past eighteen months the reaction of many 
companies within our sector has been to discount selling 
prices in many cases these discounting programmes have 
been deep both in terms of the level and duration “buy one 
get one free” promotions have become commonplace and 
continue to be used frequently however trg has taken a 
different approach eschewing deep discounting our focus 
has been directed very much towards our customers 
concentrating on value range of choice across price points 
service and standards 
to date trg has demonstrated a level of resilience and 
popularity with diners that has enabled it to continue to grow 
revenues and profits and at the same time deliver high 
margins – we are determined to continue this there are a 
number of factors that have enabled trg to withstand the 
economic downturn these include our distinct market 
positioning in segments with lower supplyside risk our price 
points and avoiding the deep discounting that has pervaded 
large parts of the market offerings which have wide appeal 
to most socioeconomic groups and a commitment to 
delivering great hospitality and service to our customers 
the uk’s macroeconomic landscape has taken on some 
new and unusual features over the past twelve months 
faced with the threat of a recession becoming a depression 
and all of the concomitant longterm deflationary damage 
that would be implied our authorities along with those of all 
of the leading economies embarked upon unprecedented 
levels of monetary and fiscal stimulation this included a 
keynesian style uplift in public sector spending which has 
contributed to an increase in the level of national debt and 
involved running a budget deficit above 12 of uk gdp  
this represents a postwar high additionally an exceptionally 
loose monetary policy was pursued and this was further 
augmented through a £200bn quantitative easing 
programme this resulted in interest rates remaining low  
and a bank rate of just 05 the lowest since records  
began in 1694 whilst these unprecedented measures 
appear to have averted a depression positive impacts  
in terms of employment consumption and growth have  
so far been fairly limited 
there are two key macroeconomic variables which 
significantly impact our business – interest rates and 
unemployment over the past year unemployment has  
risen together with its equally corrosive bedfellow the fear  
of unemployment combined these two blights can have a 
dramatic effect on confidence consumption and household 
spending and this effect has manifested itself clearly over  
the past fifteen months for whilst those households where 
the breadwinners have remained in work have enjoyed an 
increase in disposable income as a result of low interest rates 
and lower inflation this has not translated into significant 
increases in consumer spend rather households have used 
this excess income to pay down debt or to build up savings 
and this has been reflected in a sizeable increase in the 
savings ratio this pattern of behaviour is similar to that  
which took place following the economic downturn in the 
early 1990s 
chief executive officer’s review of operations continued introduction business review governance financial statements
the restaurant group plc annual report 2009 11
an end to rising unemployment and a renewed confidence  
in job prospects within the uk will we believe represent a 
significant point of upturn for consumerfacing businesses 
for many of our customers unemployment and shorttime 
working or the fear of these acts as a disincentive to spend 
if however people feel that their jobs are secure they are 
more likely to spend including on eating out even if interest 
rates are higher 
so what are the implications for consumerfacing 
businesses in the shortterm much will depend upon the 
timing and impact of the exit from the monetary and fiscal 
stimuli and in turn this is likely to be impacted by the outcome 
of the general election at some point interest rates are likely 
to rise and it is noteworthy that recent statistics indicate that 
inflation remains above target more fundamentally perhaps  
is how the fiscal malaise is treated a budget deficit at the 
current levels is not sustainable and the corrective forces 
which will be brought to bear to rectify this are not very 
palatable a resumption of economic growth will certainly  
play its part in closing the gap and although current forecasts 
indicate below trend growth in 2010 this is forecast to return 
towards trend in 2011 in the short term this means two 
things are likely – higher taxes probably both direct and 
indirect and lower levels of government spend whilst neither 
of these are attractive for the consumer if the timing and 
nature of these exit actions are such that the private  
sector takes up some of the spare capacity created and 
unemployment does not materially increase it is likely that  
the result will be a further period of tough but for those 
businesses with sound business models and robust finances 
manageable conditions it is against this backdrop that  
we have framed our plans for the year ahead 
future prospects
at the end of 2008 and in early 2009 we were on the verge  
of a severe economic depression and there was virtually no 
forward visibility now however we have a clearer picture  
of the issues that have to be faced and to a degree a 
quantification of those issues the uk economy has moved 
away from a period of fear of a depression towards one of 
austerity and we will have to continue to carefully manage  
our way through this i am confident that we will successfully 
do so
beyond the shortterm the challenging economic backdrop 
is likely to have a cathartic effect on the supply side of  
our sector the reasons for this are twofold firstly some 
operators will withdraw or significantly downscale their plans 
and secondly it is likely for some time to deter new entrants 
combined these factors should act as a brake on restaurant 
supply and the positive impact of this is likely to be felt for 
some time 
looking forward our company is well placed to benefit  
from economic growth when it resumes we have a robust 
business model distinct market positions a strong balance 
sheet and we are well positioned to continue our expansion 
these factors combined with the efforts of all of our people 
enabled the group to produce good results last year despite 
an extremely challenging marketplace and in 2010 we will 
continue to
•	 	 stick 	 t o 	 our 	 ar e as 	 o f 	 e x pe r tise 
• 	 	 f o c u s 	 o n 	 o u r 	 c u s t om e r s 	 b y 	 pr o v i d i n g 	 e x c e l l e n t 	 v a l u e	 
and service
• 	 	 m a i n t a i n 	 hi g h 	 s t a n d a r ds 	 o f 	 op e r a t i o na l 	 e f fi c i e n c y	 
and execution
• 	 	 c a r e f ul l y 	 c o n t r o l 	 o u r 	 c o s t s 	
• 	 	 a dd 	 hi g h 	 qu a l it y 	 n e w 	 r e s t a u r a n t s 	 t o 	 o u r 	 por t f o l i o  	 a n d
•	 	 con tinue 	 our 	 f ocus 	 on 	 c ash flo w 	 and 	 r e tur ns 
by so doing our aim is to continue to strengthen our market 
positions and deliver longterm and sustainable profitable 
growth we have an outstanding team of people at trg  
of whom a great deal was asked in 2009 yet again they 
responded magnificently and i am grateful to all of them  
i am confident that they will put in every effort to ensure  
that we deliver another good performance this year 
andrew page
chief executive officer
3 march 2010