J D W E T H E R S P O O N P L C ANNUAL REPORT AND ACCOUNTS 2001 Wetherspoon owns and operates pubs throughout the UK. The company aims to provide customers with good-quality food and drink, served by well-trained and friendly staff, at reasonable prices. The pubs are individually designed and excellently maintained. Contents Highlights 1 Public houses nationwide 2 Chairman’s statement and operating review 3 Finance review 10 Directors, officers and advisers 16 Directors’ report 17 Remuneration report 20 Corporate governance 22 Independent auditors’ report 23 Profit and loss account 24 Statement of total recognised gains and losses 24 Note of historical cost profits 24 Cash flow statement 25 Balance sheet 26 Notes to the accounts 27 Financial record 39 Information for shareholders 40 Notice of Annual General Meeting 41 Public houses directory 45 Financial calendar Annual General Meeting Final dividend for 2001 Interim report for 2002 Interim dividend for 2002 Year end Preliminary announcement for 2002 Report and accounts for 2002 31 October 2001 30 November 2001 March 2002 May 2002 28 July 2002 September 2002 October 2002 FINANCIAL HIGHLIGHTS I am pleased to report another year of good progress for Wetherspoon... Tim Martin, Chairman Turnover up 31% to £484.0m Profit before tax and exceptional items (£m) . 3 4 4 . 1 6 3 . 2 6 2 . 2 0 6 2 7 1 . Sales (£m) . 0 4 8 4 . 6 9 6 3 . 7 9 6 2 . 5 8 8 4 1 9 3 1 . 94 pubs opened, making a total of 522 Number of pubs 2 2 5 8 2 4 7 2 3 2 5 2 4 9 1 97 98 99 00 01 97 98 99 00 01 Profits before tax up 23% to £44.3m Adjusted EPS (pence) . 2 4 1 . 8 1 1 . 4 9 8 1 6 6 . . 97 98 99 00 01 97 98 99 00 01 Free cash flow per share up 20% to 29.1p Free cash flow per share (pence) . 1 9 2 . 2 4 2 . 3 0 2 . 4 4 1 . 4 3 1 Dividend per share increased by 10% to 2.93p Earnings per share up 20% to 14.2p (after adoption of FRS19 deferred taxation) Dividend per share (pence) . 9 2 7 2 . 4 2 . 2 2 . 0 2 . 97 98 99 00 01 97 98 99 00 01 J D W E T H E R S P O O N P L C ANNUAL REPORT AND ACCOUNTS 2001 1 PUBLIC HOUSES NATIONWIDE At the end of July 2001, the number of pubs nationwide was 522. Grampian Region Tayside Region Fife Region Lothian Region Strathclyde Region Borders County Antrim Dumfriesshire Northumberland Tyne & Wear Durham Cumbria Cleveland North Yorkshire Pubs in Greater London/M25 area Key J D Wetherspoon pubs J D Wetherspoon Lodges Lloyds No.1 pubs Lancashire West Yorks Humberside Merseyside Greater Manchester South Yorkshire Clwyd Cheshire Derbyshire Lincolnshire Gwynedd Notts Staffordshire Leicestershire Norfolk Shropshire West Midlands Cambridgeshire Northamptonshire Hereford & Worcester Warwickshire Beds Suffolk Dyfed Glamorgan Gwent Gloucestershire Bucks Herts Avon Oxfordshire Berkshire Wiltshire Somerset Hampshire Surrey Essex Kent Devon Dorset West Sussex East Sussex 2 J D W E T H E R S P O O N P L C A list of all of our pubs can be found on pages 45 to 52. CHAIRMAN’S STATEMENT AND OPERATING REVIEW I am pleased to report another year of good progress for Wetherspoon. Sales increased by £114.3 million to £484.0 million, a rise of 31%. Operating profit, excluding sale & leaseback rentals, increased by 22% to £66.1 million, and profit before tax rose by 23% to £44.3 million. Earnings per share, before the adoption of a full provision for deferred taxation under the new accounting standard FRS19, increased by 18% to 19.9p. Allowing for the adoption of FRS19, restated earnings per share increased by 20% to 14.2p. The company currently has a low rate of tax of 5%, as a result of tax relief available on capital investment. The effect of FRS19 is to provide in the profit and loss account for the full tax charge, even though it is not paid out in cash. This has the effect of reducing the stated earnings per share, but has no effect on our cash flow. The other main effect is to reduce our net assets in the balance sheet by the amount of deferred tax on past profits, resulting in a rise in gearing as indicated below. We believe that the strategy which we have pursued in recent years of improving the real wages of our staff, combined with competitive bar and food prices, is the right one for the company... Capital investment was £150.6 million, and net gearing at the year end, after accounting for the effect of FRS19, was 88% (2000: 69% as restated for FRS19). Interest was covered 4.2 times (2000: 4.5 times) by operating profit. Operating margins before depreciation, interest, sale & leaseback rentals and tax were 19.8%, compared with 20.3% last year. This reduction principally reflects higher labour costs and slightly lower gross margins, partly offset by proportionately lower head office costs. Cash profits per pub on this basis increased marginally from the previous year to £206,000. Free cash flow after payments of tax, interest and capital investment of £15.8 million in existing pubs increased by 24% to £61.2 million, resulting in a cash flow per share of 29.1p before investment in new pubs, loan repayments and dividends paid. Economic profit, calculated by adding depreciation to profit before tax and subtracting capital expenditure on existing pubs, increased by 37% to £58.2 million, with capital investment in existing pubs at 3.3% of turnover, compared with 3.9% of turnover in the previous period. Economic profit margins increased from 11.5% to 12.0%. We continue to upgrade every area of the business... ANNUAL REPORT AND ACCOUNTS 2001 3 CHAIRMAN’S STATEMENT AND OPERATING REVIEW The total number of pubs operated by us is now 530, including 8 opened since the year end. DIVIDENDS The board proposes, subject to shareholders’ consent, to pay a final dividend of 1.93p net on 30 November 2001 to those shareholders on the register at 28 September 2001, bringing the total dividend for the year to 2.93p, a 10% increase on the previous year. At this level, dividends will be covered 4.8 times by earnings, compared with 4.4 times in 2000. A scrip alternative will again be offered to shareholders. FINANCE The company had £74.8 million of unutilised banking facilities and cash balances at the balance sheet date. Subsequent to the year end, £40 million of new banking facilities have been agreed with repayments over a period between 5 and 10 years. These new facilities, coupled with our strong organic cash flow, underpin the company’s expansion plans for the foreseeable future. FURTHER PROGRESS We opened 94 pubs during the year, compared with 91 in the previous year, excluding the 10 Lloyds pubs purchased from Wolverhampton and Dudley brewery in the previous year. The total number of pubs operated by us is now 530, including 8 opened since the year end. As in recent years, the pubs are located in a variety of locations in large and small towns and cities. Sales at the new pubs have been Award-winning toilets at The Ernest Willows in Cardiff. 4 J D W E T H E R S P O O N P L C The Picture Palace, Enfield, our 500th pub. very encouraging, including the first 5 which have opened in Northern Ireland. The original 10 Lloyds pubs have now been operated by Wetherspoon for just over a year, and sales have approximately doubled. If this improvement is sustained in the next few months, this will confirm our belief that there The Lloyds pubs have now been operated by Wetherspoon for just over a year, and sales have approximately doubled... CHAIRMAN’S STATEMENT AND OPERATING REVIEW The Ledger Building Docklands, London The building was originally erected in 1803 to hold the ledger books for the West India Dock Company. Pictured: Managers Edward and Sue Guyatt ANNUAL REPORT AND ACCOUNTS 2001 5 CHAIRMAN’S STATEMENT AND OPERATING REVIEW is the potential for a considerable number of Lloyds sites in the country, in addition to our plans for new Wetherspoon pubs, since Lloyds seem to complement trade at existing Wetherspoon outlets. After like-for-like sales growth of 8.6% in 1998/99 and a further 12.4% in 1999/2000, like-for-like sales increased by an additional 7.5% in the current year and like-for-like profits increased by 7.0%. We believe that the strategy which we have pursued in recent years of improving the real wages of our staff, combined with ..we are offering a try before you buy scheme to encourage customers to try guest ales from micro and regional brewers. 6 J D W E T H E R S P O O N P L C competitive bar and food prices, is the right one for the company. This has resulted in strong increases over this period in cash profits per pub, in spite of a slight decline in margins, combined with a reduction in the percentage of pub managers, and other staff, leaving the company; this percentage is now at its lowest level ever. Bonuses paid to people working in our pubs amounted to £10.2 million, compared with £8.5 million in the previous year. We continue to try to upgrade every area of the business, endeavouring, for example, to improve our buying terms as we grow; to upgrade our IT and management systems; to enhance training courses for our people and to modify and improve the design of our pubs. We also continue to review our product range and, in association with Cask Marque, the quality control system developed by a number of brewers, we are offering a try before you buy scheme to encourage customers to try guest ales from micro and regional brewers. We believe that sales of these beers, neglected by many managed pub companies, will be a key area of growth for the future. THE ECONOMY An important issue facing all businesses is whether Britain should support the euro. As indicated in previous years, I strongly believe that each major currency in the world is backed by a single government and that this is a prerequisite for economic success. For this reason, I feel that the euro is likely to fail and that it would be extremely unwise for Britain to join. The non-political ‘No’ group, Bonuses paid to people working in our pubs amounted to £10.2 million, compared with £8.5 million in the previous year... which advocates retention of the pound, is launching a campaign in our pubs today urging the public to vote against the euro in the event of a referendum. OTHER LEGISLATION The Government has recently indicated that it intends to transfer responsibility for liquor licensing from magistrates courts’ to local authorities. This move is opposed by 80% of individual licensees in the trade, according to CHAIRMAN’S STATEMENT AND OPERATING REVIEW The Portland Hotel Chesterfield A hotel originally opened in 1899 by the then prime minister, this development now houses a pub and also contains 22 bedrooms. Pictured: Managers Jim and Lynne Wilcock ANNUAL REPORT AND ACCOUNTS 2001 7 CHAIRMAN’S STATEMENT AND OPERATING REVIEW Like-for-like sales increased by 7% in August (following growth of 5% in August 2000), and total company sales increased by 29%... market research carried out by us. Where local authorities, which are heavily burdened with many tasks, currently control aspects of licensing, it is more expensive and slower than the areas operated by magistrates. Given the Government’s commitment to a reduction in bureaucracy and red tape, there is no rational reason for this transfer of authority. The Government has argued that allowing local authorities control of licensing is more ‘democratic’. The absurdity of this argument is underlined by the fact that appeals under the new system will be to magistrates who will, therefore, still be the ultimate authority for licensing, although only after the delay and expense of an appeal. If local authority control of licensing is introduced, it will result in higher costs and a slower licensing process, but I do not believe that it will affect our overall prospects. It will inevitably increase the price of beer in pubs, restaurants and off-licences. Given the disparity in alcohol duty between Britain and France, the proposed changes risk further eroding the competitiveness of a very important industry. PEOPLE Once again, I would like to thank sincerely all our employees, partners and suppliers in helping to ensure yet another year of record profits for Wetherspoon. 8 J D W E T H E R S P O O N P L C Average number of employees 6 6 2 4 1 3 2 1 2 1 4 1 3 8 8 3 5 5 6 6 9 3 97 98 99 00 01 PROSPECTS Like-for-like sales increased by 7% in August (following growth of 5% in August 2000), and total company sales increased by 29% over same period last year. The encouraging sales growth in recently opened pubs has also continued, with a promising start from the 8 pubs opened since the period end. We have 25 sites in the course of construction, 65 with the necessary permissions for development, a further 65 on which terms have been agreed and 170 currently in negotiation. The high levels of competition for sites from pub competitors continue to reduce, and this makes prospects in this area of the business particularly encouraging. As a result of another good trading performance, I remain confident of our future prospects. Tim Martin Chairman 7 September 2001 CHAIRMAN’S STATEMENT AND OPERATING REVIEW Wetherspoons Finchley Road, London Situated on a prime spot on one of the main thoroughfares into central London, 100,000 people a day pass this development. Pictured: Manager Andrew Whelehan ANNUAL REPORT AND ACCOUNTS 2001 9 FINANCE REVIEW for the year ended 29 July 2001 plus rent) remains consistent at 2.0 times, although, excluding depreciation, fixed- charge cover on a cash basis increased from 2.5 times to 2.7 times. Fixed-charge cover (interest plus rent) remains consistent at 2.0 times, although, excluding depreciation, fixed-charge cover on a cash basis increased from 2.5 times to 2.7 times. TAXATION A new accounting standard on the provision for deferred taxation (FRS19) has been adopted for the year ended 29 July 2001. This standard results in a provision for deferred taxation over and above the normal level of corporation tax actually paid. The standard requires the provision for future tax liabilities which arise predominantly as a consequence of capital allowances in excess of depreciation, while excluding any potential future benefit from ongoing capital investment. This results in an overall tax charge for the year of 33%, although the actual tax charge on a cash payment basis is Operating profit (£m) . 4 8 5 . 3 6 4 . 2 6 3 . 4 8 2 . 9 2 2 97 98 99 00 01 5%. The difference relates primarily to accelerated capital allowances on new pub developments. The total tax charge (including deferred taxation) for the company going forward will remain reasonably consistent with the current year charge, although the underlying level of cash payment, while rising gradually, will remain significantly below this level for the foreseeable future. Investment in existing pubs was £15.8 million which represents 3.3% of sales... The new treatment for deferred taxation increases the total tax charge in the profit and loss account, although it has no impact on the cash flow of the business and will further widen the gap between stated accounting earnings per share and the cash flow per share generated by the company. SALES AND OPERATING PROFIT In the year under review, total sales increased by 31% to £484.0 million. Bar sales increased by 29%, with a 40% increase in food sales: food now represents approximately 20% of total revenue. Earnings before interest, tax, depreciation and sale & leaseback rentals increased by 28% to £95.8 million while operating profit, excluding sale & leaseback rentals, increased by 22% to £66.1 million. Further information on the performance of the business is given in the chairman’s statement and operating review on pages 3 to 8. INTEREST The net interest charge during the year increased from £10.2 million to £14.1 million, reflecting the continued investment in new pub developments. Interest capitalised shows a reduction from the previous year from £3.8 million to £3.0 million. The interest charge to the profit and loss account was covered 4.2 times which compares with 4.5 times for the previous year. Fixed-charge cover (interest Interest cover 3 4 . 5 4 . . 2 4 5 3 . 6 3 . 97 98 99 00 01 10 J D W E T H E R S P O O N P L C FINANCE REVIEW Lloyds. No 1 The Printworks, Manchester One of four new Lloyds. No 1 bars opened this year, situated within a 350,000 square feet entertainment complex in central Manchester. Pictured: Manager Div Yakanc with Alan Chan, Andy Round and Haley Ramsey ANNUAL REPORT AND ACCOUNTS 2001 11 FINANCE REVIEW SHAREHOLDER RETURN Earnings per share (before the adoption of FRS19 deferred taxation) increased by 18% to 19.9p, with restated earnings per share (after adoption of FRS19 deferred taxation) increasing by 20% to 14.2p. The free cash flow per share increased by 20% to 29.1p and is twice the level of restated earnings. The proposed final dividend of 1.93p per share, together with the interim dividend of 1.0p per share already paid, maintains the recent trend of a 10% increase. The total dividend per share is covered 4.8 times by restated earnings per share, compared with 4.4 times the previous year. Shareholders’ funds at the end of the year were £273.8 million which have been reduced by £47.8 million with regard to the overall impact of the provision for deferred taxation as set out above. The middle market quotation of the company’s ordinary shares at the end of the financial year was 339.5p. The highest price during the Dividend cover . 8 4 4 4 . 9 3 . 0 3 . 1 3 . 97 98 99 00 01 1 2 J D W E T H E R S P O O N P L C year was 418.5p and the lowest was 298.5p. The company’s market capitalisation at 29 July 2001 was £717 million. CASH FLOW As set out on page 25, the company continues to generate significant amounts of cash, with a net cash inflow from operating activities of £93.0 million, an increase of 22% on the previous year. The adoption of the standard on deferred taxation and its impact on basic earnings per share underline the importance of free cash flow per share as a key performance measurement. Ninety-four new pubs were opened during the year, compared with 91 in the previous year... CAPITAL INVESTMENT Ninety-four new pubs were opened during the year, compared with 91 in the previous year, excluding the 10 Lloyds No. 1 sites which were purchased as a package last year. The cash outflow, with respect to these new pubs, totalled £127.6 million. Investment in existing pubs was £15.8 million which represents 3.3% of sales, compared with 3.9% of sales in the previous financial year. FINANCIAL POSITION Net debt at the end of the year amounted to £241.6 million, representing a balance sheet gearing ratio of 88%. Excluding the impact of the reduction in shareholders’ funds due . 8 5 5 1 . 6 0 5 1 Capex (£m) . 1 9 6 . 0 2 2 1 . 8 9 0 1 97 98 99 00 01 to the adoption of FRS19 deferred taxation, balance sheet gearing is 75%, compared with 60% at the end of the previous year. At the balance sheet date, the company had £74.8 million of unutilised banking facilities and cash balances. Subsequent to the year end, the company has agreed on terms for new revolving loan facilities totalling £40 million with a group of five banks. These new facilities comprise a £25 million loan, repayable in equal instalments after 5, 6 and 7 years and a £15 million loan, repayable in one instalment after 10 years. These new facilities are unsecured and allow the company to take advantage of the currently attractive long-term funding rates. FINANCIAL RISKS AND TREASURY POLICIES The company’s main treasury risks relate to the availability of funds to meet its future requirements and fluctuations in interest rates. The treasury policy of the company is determined and monitored by the board. FINANCE REVIEW Bottle of Sack Sutton Coldfield The building was originally constructed in 1894, and continues our significant expansion in the West Midlands area. Pictured: Managers Carl Wall and Carol Hunt ANNUAL REPORT AND ACCOUNTS 2001 1 3 FINANCE REVIEW The company has no foreign currency risk, with the exception of the US senior loan notes which are hedged into sterling. The impact of this is that there is no exposure to movements in the exchange rate between sterling and the dollar. The interest payments under the US senior loan notes are also covered by an interest-rate swap which results in a floating sterling interest payment throughout the term of the notes. The company’s policy with regard to interest-rate risk is to monitor and review anticipated levels of expansion and expectations on future interest rates, in order to hedge the appropriate level of borrowings by entering into fixed- and floating-rate agreements, as appropriate. At the balance sheet date, the company had entered into forward fixed-rate swap agreements totalling £150 million of borrowings, covering an 8 year period at an average rate of interest (excluding bank Free cash flow (£m) . 2 1 6 . 3 9 4 . 1 0 4 . 0 8 2 . 2 6 2 97 98 99 00 01 1 4 J D W E T H E R S P O O N P L C ..the company continues to generate significant amounts of cash, with a net cash inflow from operating activities of £93.0 million... margin) of 6.46%. At the balance sheet date, the company also had £100 million active fixed-rate swaps which, together with the forward-starting agreement, ensures that approximately 50% of borrowings are covered by swaps for the foreseeable future at an average rate of interest (excluding bank margin) of 6.99%. The board continues to explore current market opportunities in this area. The company monitors its cash resources through short-, medium- and long-term cash forecasting. Surplus cash is pooled into an interest-bearing account or placed on short-term deposit for periods of between 1 and 3 months. The company’s objectives regarding the management of financial and treasury risks Shareholders’ funds (£m) . 8 3 7 8 2 6 4 2 . . 5 0 8 1 . 0 0 4 1 8 0 1 1 . 97 98 99 00 01 have been disclosed in the information regarding treasury matters as set out in note 20 to the accounts, prepared in line with the requirements of Financial Reporting Standard 13, ‘Derivatives and other financial instruments: Disclosures’. ACCOUNTING POLICIES AND REGULATIONS As stated above, the company has adopted FRS19 on deferred taxation on a full-provision basis, the impact of which is also covered above. In addition, FRS18 on accounting policies has also been complied with. Jim Clarke Finance Director 7 September 2001 FINANCE REVIEW The Gatekeeper Cardiff Originally called the Grand Theatre which opened in 1888, this site is one of four Wetherspoon pubs in the central Cardiff area. Pictured: Managers Paul Beales and Michelle Maskrey ANNUAL REPORT AND ACCOUNTS 2001 1 5 DIRECTORS, OFFICERS AND ADVISERS Tim Martin Executive Chairman Aged 46 John Hutson Managing Director Aged 36 Suzanne Baker Commercial Director Aged 38 Tim founded the business in 1979, having previously studied law at Nottingham University and qualified as a barrister. He became chairman in 1983. John joined the company in 1991 and was appointed to the board in 1996. Suzanne joined the company in 1992 and was appointed to the board in 1997. He is a graduate of Exeter University and previously worked for Allied Domeq. She has previously worked for Grand Metropolitan plc. Jim Clarke Finance Director and Company Secretary Aged 41 Jim joined the company and was appointed to the board in 1998, having previously worked with David Lloyd Leisure (a division of Whitbread plc) and HP Bulmer Holdings plc. He is a graduate from Stirling University and qualified as a chartered accountant in 1984. Tony Lowrie Non-Executive Aged 59 Brian Jervis Non-Executive Aged 66 John Herring Non-Executive Aged 43 Tony was appointed to the board in 1987 and is a member of both the audit committee and the remuneration committee. Brian was appointed to the board in 1991 and is chairman of the remuneration committee and a member of the audit committee. John was appointed to the board in 1997 and is chairman of the audit committee and a member of the remuneration committee. He is currently chairman of ABN Amro Asia Securities. A chartered secretary, Brian is a former director of John Govett and Co. Ltd. A chartered accountant, he is a partner of Smith and Williamson. He is a non- executive director of TeleWork Systems plc and is a former director of Kleinwort Benson Securities Ltd. Registered Office Wetherspoon House, Central Park Reeds Crescent, Watford, WD24 4QL Company Number 1709784 Registrars Computershare Investor Services plc PO Box 82, The Pavilions Bridgwater Road, Bristol, BS99 7NH Registered Auditors PricewaterhouseCoopers Valuers Christie & Co. Solicitors Macfarlanes 1 6 J D W E T H E R S P O O N P L C Bankers The Royal Bank of Scotland plc Bank of Scotland Clydesdale Bank plc Scotiabank Europe plc Allied Irish Banks plc Financial Advisers Dresdner Kleinwort Wasserstein Limited Stockbrokers Dresdner Kleinwort Wasserstein Securities Limited DIRECTORS’ REPORT for the year ended 29 July 2001 The directors present their report and accounts for the year ended 29 July 2001. Principal activities and business review The principal activities of the company are the development and management of public houses. Details of progress and future developments are given on pages 3 to 8. Results and dividends The profit on ordinary activities for the year after taxation amounted to £29,860,000. This represents an increase of 24% on the 2000 result of £24,056,000. On 30 November 2001, the company proposes to pay a final dividend of 1.93 pence per share, for the year ended 29 July 2001, to shareholders on the share register at the close of business on 28 September 2001. Directors’ responsibilities Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss for that period. In preparing the financial statements, the directors are required to select suitable accounting policies and then apply them consistently, make judgements and estimates which are reasonable and prudent, state whether applicable accounting standards have been followed and prepare the financial statements on the going-concern basis. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy, at any time, the financial position of the company and which enable them to ensure that the financial statements comply with the Companies Act 1985. 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. Profit retained for the financial year amounted to £23,675,000 and will be transferred to reserves. The directors confirm that the financial statements comply with the above requirements. As in previous years, a scrip alternative will be offered. Many shareholders already participate in the scrip dividend scheme and wish to receive shares in lieu of cash, while others have previously received cash dividends and may wish to continue doing so. In either case, shareholders need take no further action. If any shareholder wishes to alter the form in which he/she receives dividends, he/she should advise the company’s registrars, Computershare Investor Services plc, PO Box 82, The Pavilions, Bridgwater Road, Bristol, BS99 7NH, in writing no later than 20 October 2001. Directors The directors listed on page 16 served throughout the financial year. Mr Hutson, Mr Clarke and Mr Lowrie retire by rotation and offer themselves for re-election. Ms Schofield resigned as a director, and Mr Davies relinquished his executive responsibilities during the year. Details of the terms under which the directors who were in office during the year serve and their remuneration, together with the interests in the shares of the company of the directors in office at the year end, are given in the remuneration report on page 20. No director has any material interest in any contractual agreement subsisting during or at the end of the year which is or may be significant to the company. Insurance against the liabilities of directors and officers of the company was in place throughout the year in respect of their duties as directors. Company’s shareholders Details of the company’s shareholders, including those beneficial interests notified to the company as accounting for over 3% of the issued share capital, are given on page 40. The directors are responsible for the maintenance and integrity of the company’s Web site, www.jdwetherspoon.co.uk. It is stated clearly on the Web site that information published on the Internet is accessible in many countries and that legislation in the United Kingdom governing the preparation and dissemination of financial information may differ from legislation in other jurisdictions. Employment policies Only through the skill and commitment of the company’s employees will its objectives be met. All staff are encouraged to make a real commitment to the company’s success and to progress to more senior roles as they themselves develop. A heavy emphasis is placed on training programmes for all levels of staff; this highlights the importance placed by the company on providing service to its customers. In selecting, training and promoting staff, the company has to take account of the physically demanding nature of much of its work. In this context, all decisions are based on merit and without reference to gender, marital status, race, age or disability. Employees who become disabled will be retained, where possible, and, where necessary, retrained. Internal communications seek to ensure that staff are well informed about the company’s progress, through the use of regular newsletters, monthly videos and briefings at staff meetings. All staff participate in incentive bonus schemes related to profitability and/or service standards and qualify to receive share options after twelve months’ service with the company. ANNUAL REPORT AND ACCOUNTS 2001 1 7 DIRECTORS’ REPORT Environmental policies The company recognises the importance of environmental issues and, throughout its commercial activities and operations, is committed to fostering the preservation and protection of the environment. The company is also committed to continuously improving its environmental policy in respect of the commercial activity of owning and managing public houses across the United Kingdom. It is the policy of the company to: (cid:2) minimise the extent of environmental impacts of its operations, as far as is reasonably practicable. (cid:2) strive to minimise any emissions or effluents which may cause environmental damage. (cid:2) conserve energy through minimising consumption and maximising efficiency. (cid:2) minimise the use of materials which may be harmful to the environment. (cid:2) promote efficient purchasing which will both minimise waste and allow materials to be recycled, where appropriate. (cid:2) adopt efficient waste-management strategies which reduce the amount of waste going to landfill or to other disposal sites. (cid:2) embrace the use of recycled materials and to ensure that materials or waste generated by the business are recycled, where appropriate. (cid:2) raise awareness of environmental issues among all of its employees and suppliers/partners. (cid:2) ensure appropriate training, in environmental issues, of all employees. Special business at the Annual General Meeting On page 41 is a notice convening the Annual General Meeting of the company for 31 October 2001, at which shareholders will be asked, as items of special business, to approve resolutions to adopt the new 2001 Approved Share Option Plan (the ‘Approved Plan’), the 2001 Unapproved Share Option Plan (the ‘Unapproved Plan’), to authorise the directors to establish an all-employee share ownership plan, to give power to the directors to allot shares, to give power to the directors to disapply the pre-emption requirements of Section 89 of the Companies Act 1985, to give the directors authority to put in place a scrip dividend alternative to the 2001 final dividend and to give power to the directors to make market purchases of ordinary shares in the capital of the company, subject to certain conditions. Proposed new 2001 Share Option Plans A summary of the Approved and Unapproved Plans is included at Appendix I to the Notice of Annual General Meeting. In 1998, shareholders adopted the 1998 Share Option Plan (the ‘1998 Plan’). The 1998 Plan has been successfully operated for the past three years and has provided employees at all levels with the opportunity to share in the success of the company through the ownership of shares. The ability of the company to continue to grant options under the 1998 Plan is limited. In addition, since the 1998 Plan was introduced, market practice and institutional guidelines on the operation of share incentive plans have changed. The above aims are incorporated and developed within the company’s Environmental Management System which is implemented throughout the business. The company has therefore taken this opportunity to seek the approval of its members for the adoption of new share option plans at the Annual General Meeting. The Environmental Policy is reviewed at least annually by the board of directors so as to ensure that it is reflective of the business’s needs and addresses all current and relevant environmental issues. The company participated in the 2001 survey by EIRIS (Ethical Investment Research Service) and was subsequently included in the FTSE4Good index, designed to identify companies with good records in corporate social responsibility. Policy on payment of suppliers The company agrees on terms and conditions with all suppliers before business takes place and has a policy of paying agreed invoices in accordance with the terms of payment. Trade creditors at the year end represented 47 (2000: 49) days’ purchases. Political and charitable contributions Contributions made by the company during the year for charitable purposes were £10,675 (2000: £4,150). No political contributions were made. Purchase of own shares During the year, the company established an Employee Share Option Plan Trust, details of which are in note 14. Auditors A resolution to reappoint the company’s auditors, PricewaterhouseCoopers, will be proposed at the Annual General Meeting. Under both the Approved and Unapproved Plans, eligible employees and executive directors may be granted options to acquire ordinary shares in the company at some time in the future at a price fixed when the options were granted. The Approved Plan is to be approved by the Inland Revenue and may attract favourable tax treatment when options are exercised. Share options and share incentives are considered to be an important part of the company’s culture, and the directors recommend that the proposed Approved and Unapproved Plans and the AESOP be adopted at the Annual General Meeting. Proposed All-Employee Share Ownership Plan (AESOP) The Finance Act 2000 enables the establishment of an all-employee share ownership plan which provides certain tax benefits for those employees who participate. It is intended to establish an AESOP which will be available to all employees, full details of which are set out in Appendix II to the notice of Annual General Meeting. 1 8 J D W E T H E R S P O O N P L C DIRECTORS’ REPORT Accordingly, resolution 11, as set out in the notice of meeting, will be proposed as an ordinary resolution to permit the directors to offer a scrip dividend alternative for the dividend to be declared by the company at the forthcoming Annual General Meeting and also in respect of any other dividends as may be lawfully paid or declared by the company or the directors on or at any time after the date of that Annual General Meeting and prior to the date of the Annual General Meeting to be held to approve the report and accounts for the year ending 28 July 2002. Further details of the scrip dividend scheme, including the reasons why the directors consider it to be attractive to shareholders and advantageous to the company and the basis of allotment of shares under it, are set out in the scrip dividend scheme rules which can be obtained from the company’s registrars, whose details are set out on page 16. The existing mandate scheme (pursuant to which shareholders may put in place a standing mandate to receive new ordinary shares as an alternative to cash, in respect of any dividends for which a scrip dividend alternative is offered) will continue to be available, details of which are set out in the scrip dividend scheme rules. Repurchase of ordinary shares In common with many other listed companies, the company proposes, once again, to seek an authority from shareholders to permit the company to purchase its own shares. Accordingly, resolution 12 will be proposed as a special resolution to authorise the company to make market purchases of up to 10% of the company’s issued ordinary share capital at prices not less than the nominal value of an ordinary share and not exceeding 105% of the average of the middle market quotations for the five business days before each purchase (exclusive of expenses). The authority will last until the earlier of 30 April 2003 and the conclusion of the next Annual General Meeting of the company. The directors envisage that purchases would be made only after considering the effects on earnings per share and the benefits for shareholders generally. As at 7 September 2001, there were outstanding options over 10,914,222 ordinary shares, representing 5.2% of the company’s issued ordinary share capital. If the authority under resolution 12 is exercised in full, this percentage will increase to 5.7%. By order of the board Jim Clarke Company Secretary 7 September 2001 Authority to allot shares The general authority previously given to the directors to allot ‘relevant securities’ will expire at the end of the Annual General Meeting, convened for 31 October 2001. Accordingly, resolution 9, set out in the notice of meeting, will be proposed as an ordinary resolution to authorise the directors (pursuant to section 80 of the Companies Act 1985) to allot ordinary shares in the capital of the company up to a maximum nominal amount of £1,400,000, being approximately 33% of the nominal value of the ordinary shares currently in issue. The authority (unless previously varied, revoked or renewed) will expire on the earlier of 15 months from the date of the passing of the resolution or the conclusion of the Annual General Meeting held to approve the report and accounts for the year ending 28 July 2002. The directors will exercise such authority to allot shares only when satisfied that it is in the interests of the company to do so. They have no present intention, however, of exercising the authority, except in connection with the issue of shares under the company’s share option schemes and scrip dividend scheme. Disapplication of pre-emption rights The provisions of section 89 of the Companies Act 1985 (which, to the extent not disapplied, confer on shareholders rights of pre-emption in respect of the allotment of ‘equity securities’ which are or are to be paid up in cash, other than by way of allotment to employees under an employee share scheme) apply to the authorised, but unissued, ordinary shares of the company to the extent that they are not disapplied pursuant to section 95 of the Companies Act 1985. The existing disapplication of these statutory pre-emption rights will expire at the end of the Annual General Meeting convened by the notice of meeting. Accordingly, resolution 10, as set out in the notice of meeting, will be proposed as a special resolution to permit directors to allot shares without the application of these statutory pre-emption rights, first, in relation to rights issues and, secondly, in relation to the issue of ordinary shares in the capital of the company for cash up to a maximum aggregate nominal amount of £211,000 (representing approximately 5% of the nominal value of the ordinary shares of the company currently in issue). The authority (unless previously varied, revoked or renewed) will expire on the earlier of 15 months from the date of passing of the resolution or the conclusion of the Annual General Meeting held to approve the report and accounts for the year ending 28 July 2002. Scrip dividend authority The directors would once again like to be able to offer shareholders (other than certain overseas shareholders) the right to elect to receive new ordinary shares as an alternative to cash in respect of all or any part of the dividend to be declared by the company at the Annual General Meeting convened by the notice of meeting; also, in respect of any other dividends as may be lawfully paid or declared by the company or the directors on or at any time after the date of that Annual General Meeting and prior to the date of the Annual General Meeting to be held to approve the report and accounts for the year ending 28 July 2002. ANNUAL REPORT AND ACCOUNTS 2001 1 9 REMUNERATION REPORT for the year ending 29 July 2001 This report outlines the company’s policy on executive remuneration and gives details of directors’ pay and pensions for 2001, the interest of directors in the company’s shares and the fees of the non-executive directors. This report has been drawn up in accordance with schedule B of the Combined Code, as set out in the Listing Rules of the Financial Services Authority (‘the Combined Code’). The composition and role of the remuneration committee are set out in the report on corporate governance on page 22. Remuneration policy The aim of the company’s remuneration policy is to provide the packages required to attract, retain and motivate directors and senior executives of high quality. Salaries and other benefits are determined annually after a review of the performance of the individual, by reference to industry and other comparisons and consideration of reports from specialist consultants. Annual performance-related payments It is the policy of the company to operate bonus arrangements at all levels of staff which are performance-related, the primary performance measures being profitability and operating standards. The executive directors participate in a management bonus scheme, designed to incentivise senior management in the achievement of financial and personal targets. The maximum bonus attainable represents 25% of year-end salary. Pension provision The company makes contributions to personal pension schemes on behalf of all staff who opt to participate in the scheme, including executive directors and senior executives. It does not operate any defined benefit pensions scheme. Share schemes The company’s policy on the granting of share options under its employee share schemes is to distribute them widely across the company’s pub managers, shift managers and long-serving bar staff, as well as its head office staff. In this way, the company seeks to encourage and motivate those key employees who have direct interface with the public. In accordance with institutional shareholder guidelines, the exercise of an option under the executive share option scheme will normally be conditional on the achievement of performance conditions (see note 23). Directors’ service contracts The executive directors are employed on rolling contracts requiring the company to give 1 year’s notice of termination, while the director may give 6 months’ notice, save for Tim Martin, who must give 1 year’s notice. The directors retiring by rotation are detailed on page 17. The non-executive directors hold their positions pursuant to letters of appointment with terms of 12 months. Non-executive directors The company's non-executive directors are appointed on an annual basis and do not participate in the company’s bonus or share option schemes. Their fees are determined by the executive directors, following consultation with professional advisers, as appropriate. Directors’ remuneration The table below shows a breakdown of the various elements of directors’ remuneration for the year ended 29 July 2001. Executive directors T R Martin J Hutson J Clarke S Baker M Davies (effective date of termination 28 June) R Schofield (effective date of resignation 27 July) Non-executive directors J Herring B R Jervis A C Lowrie Total 2000 Salary/Fees Performance bonus Benefits in kind Pension contributions Total 2001 £000 Total 2000 £000 299 184 131 98 106 98 25 25 25 991 894 51 31 22 17 – 11 – – – 132 154 15 8 14 13 12 11 – – – 73 64 – 18 13 10 11 10 – – – 62 50 365 241 180 138 129 130 25 25 25 1258 – 330 215 161 127 131 126 24 24 24 1162 – Mr Davies relinquished his executive responsibilities on 28 June 2001 and ceased to be a director on 6 September 2001. In addition to the basic salary above, Mr Davies also received a payment of £90,000 in respect of compensation for loss of office, making his total emoluments for the year ended 29 July 2001, £219,000. Directors’ interests in shares Where directors have interests in the shares of the company, they are as follows: Ordinary shares of 2p each, held beneficially T R Martin B R Jervis A C Lowrie: personal : in trust J Herring J Hutson J Clarke S Baker M Davies No director exercised any share options during the year (2000: £299,070 aggregate gains on exercise). 2 0 J D W E T H E R S P O O N P L C 2001 2000 32,942,812 33,921 6,061,894 3,347,862 4,000 152,174 7,126 24,491 34,985 32,942,812 33,673 6,061,894 3,347,862 4,000 151,448 7,066 30,238 34,985 Directors’ share options under the executive share option scheme, as described in more detail in note 23, comprise: 30 July 2000 Granted in year Options lapsed 29 July 2001 Exercise price Exercisable date Expiry date REMUNERATION REPORT J Hutson J Clarke S Baker M Davies 50,000 15,000 50,000 49,750 10,000 40,000 49,000 14,000 10,613 2,500 400 25,420 – – 107,362 23,000 6,092 2,500 400 11,230 – – 25,000 50,000 37,250 10,000 24,500 91 23,000 4,874 2,500 400 11,230 – – 20,000 50,000 30,000 2,500 37,250 10,000 28,000 13,489 14,000 6,092 2,500 400 15,535 – – 12,465 6,750 6,371 3,450 6,371 3,450 6,371 3,450 50,000 15,000 50,000 49,750 10,000 40,000 49,000 14,000 10,613 2,500 400 25,420 12,465 6,750 107,362 23,000 6,092 2,500 400 11,230 6,371 3,450 25,000 50,000 37,250 10,000 24,500 91 23,000 4,874 2,500 400 11,230 6,371 3,450 20,000 50,000 30,000 2,500 37,250 10,000 28,000 13,489 14,000 – – – – – – 78.4p 92.4p 127.2p 244.2p 237.0p 299.0p 326.0p 167.0p 159.0p 268.0p 333.8p 356.5p 361.0p 343.6p 326.0p 167.0p 159.0p 268.0p 333.8p 356.5p 361.0p 343.6p 92.4p 127.2p 244.2p 237.0p 299.0p 326.0p 167.0p 159.0p 268.0p 333.8p 356.5p 361.0p 343.6p 69.4p 78.4p 127.2p 176.0p 244.2p 237.0p 299.0p 326.0p 167.0p 159.0p 268.0p 333.8p 356.5p 361.0p 343.6p 25/10/97 17/04/98 16/11/98 03/01/00 10/04/00 05/10/00 16/04/01 25/10/01 01/02/04 20/04/02 09/09/02 07/03/03 15/09/03 14/03/04 16/04/01 25/10/01 01/02/02 20/04/02 09/09/02 07/03/03 15/09/03 14/03/04 17/04/98 16/11/98 03/01/00 10/04/00 05/10/00 16/04/01 25/10/01 01/02/02 20/04/02 09/09/02 07/03/03 15/09/03 14/03/04 18/04/97 25/10/97 16/11/98 11/04/99 03/01/00 10/04/00 05/10/00 16/04/01 25/10/01 01/02/02 20/04/02 09/09/02 07/03/03 15/09/03 14/03/04 25/10/04 17/04/05 16/11/05 03/01/07 10/04/07 05/10/07 16/04/08 25/10/08 01/08/04 20/04/09 09/09/09 07/03/10 15/09/10 14/03/11 16/04/08 25/10/08 01/08/02 20/04/09 09/09/09 07/03/10 15/09/10 14/03/11 17/04/05 16/11/05 03/01/07 10/04/07 05/10/07 16/04/08 25/10/08 01/08/02 20/04/09 09/09/09 07/03/10 15/09/10 14/03/11 18/04/04 25/10/04 16/11/05 11/04/06 03/01/07 10/04/07 05/10/07 16/04/08 25/10/08 01/08/02 20/04/09 09/09/09 07/03/10 15/09/10 14/03/11 6,092 2,500 400 15,535 6,371 3,450 Details of the year end, the year high and the year low share price can be found on page 40. At the date of resignation, Ms R Schofield held 105,895 shares in the company and 134,359 options with a weighted average exercise price of 209.5p. The board may at its discretion permit departing employees to exercise outstanding options. The board must exercise its discretion within 3 months of the date of cessation of employment and, if so exercised, the former employee may exercise the options within 3 months of the date on which the board’s decision is notified to the former employee. The board have excercised such discretion with regard to Mr M Davies and Ms R Schofield. No options have been exercised since the date of cessation of employment. The interests of directors have not changed since the financial year end. On behalf of the board: Brian Jervis Chairman of the remuneration committee 7 September 2001 ANNUAL REPORT AND ACCOUNTS 2001 21 CORPORATE GOVERNANCE The company is committed to the highest standards of corporate governance as set out in section 1 of the Combined Code. This report sets out how the principles identified in the Combined Code have been applied to the company. Statements of compliance The company has complied with the requirements of the Combined Code throughout the year, with the exception of provisions relating to the appointment of a senior independent director, which is dealt with below. The board of directors The board is made up of the executive chairman, the managing director, two other executive directors and three non-executive directors. The members of the board are described on page 16, and the board considers that all of the non-executive directors are independent of the executive team and of the company, which provides a good balance for the proper governance of the company. The board meets formally at least 8 times each year, with other meetings as appropriate, and has a formal schedule of matters reserved to it for decision. Directors are given appropriate and timely information for each board meeting, including monthly reports on the current financial and trading position of the business. The roles of the executive chairman and the managing director are separately held and are so defined as to ensure a clear division of responsibilities. Non-executive directors bring to the board considerable experience, and the board has not considered it appropriate to nominate a senior independent director as recommended by the Combined Code. All directors have access to independent professional advice, if required, at the company’s expense. The directors’ responsibilities are detailed on page 17. Board committees A formal nomination committee has not been established, as nominations for appointment are considered by the chairman and non-executive directors. Audit committee The audit committee comprises all of the non-executive directors and is chaired by John Herring. The committee meets at least 3 times a year with the external auditors and executive directors, as appropriate. The audit committee is responsible for reviewing the company’s internal financial controls and ensures that the financial information supplied to shareholders is complete and accurate and presents a balanced assessment of the company’s position. The committee reviews the objectivity and independence of the external auditors and also considers the scope of their work and their fees. Remuneration committee The remuneration committee is made up of all of the non-executive directors and is chaired by Brian Jervis. The remuneration committee is responsible for determining the policy for the remuneration of the executive directors and for determining individual remuneration packages. The remuneration report on pages 20 and 21 gives full details of the company’s policy and of directors’ remuneration packages. Communications with shareholders Representatives of the company have regular meetings and dialogue with institutional shareholders. The Annual General Meeting is an important forum for communicating with private shareholders, allowing them to raise questions with the board. Going concern The directors have made enquiries into the adequacy of the company’s financial resources through a review of the company’s budget and medium-term financial plan, which includes capital expenditure plans and cash flow forecasts, and have satisfied themselves that the company will continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going-concern basis in preparing the company’s financial statements. Internal control The company had previously established the procedures necessary to implement the guidance under ‘Internal control: Guidance for Directors on the Combined Code’, from the start of the financial year 2000/2001. The directors acknowledge their responsibility for the company’s system of internal control, which can be defined as the controls established in order to provide reasonable assurance that the assets have been protected against unauthorised use, that proper accounting records have been maintained and that the financial information which is produced is reliable. Such a system can, however, provide only reasonable and not absolute assurance against material misstatement or loss. The key procedures in place to enable this responsibility to be discharged are as follows: A comprehensive budgeting process, with a detailed operating plan for 12 months and a mid-term financial plan, both approved by the board. Business results are reported weekly for key items and monthly in all and compared with budget. Forecasts are prepared regularly throughout the year, for review by the board. Clearly defined authority limits and controls are in place over cash- handling, purchasing commitments and capital expenditures. A retail audit function monitors the control of cash, stock and operating procedures in operating units. A separate internal audit function has also been established which looks at the overall business risks facing the company and reviews general business processes. Complex treasury instruments are not used. Decisions on treasury matters are reserved for the board. The company has established a risk management group which contains senior representatives from all aspects of the business and is chaired by the finance director and reports to the board. This group is responsible for the administration of a risk register which looks at all areas of the business and formulates detailed action plans to mitigate the risks identified. The directors confirm that they have reviewed the effectiveness of the system of internal control. 2 2 J D W E T H E R S P O O N P L C INDEPENDENT AUDITORS’ REPORT to the members of J D Wetherspoon plc We have audited the financial statements which comprise the profit and loss account, the balance sheet, the cash flow statement, the statement of total recognised gains and losses and the related notes. Respective responsibilities of directors and auditors The directors’ responsibilities for preparing the annual report and the financial statements in accordance with applicable United Kingdom law and accounting standards are set out in the statement of directors’ responsibilities. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements, United Kingdom Auditing Standards issued by the Auditing Practices Board and the Listing Rules of the Financial Services Authority. We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the directors' report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law or the Listing Rules regarding directors' remuneration and transactions is not disclosed. Basis of audit opinion We conducted our audit in accordance with auditing standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. Opinion In our opinion the financial statements give a true and fair view of the state of the company's affairs at 29 July 2001 and of its profit and cash flows for the year then ended and have been properly prepared in accordance with the Companies Act 1985. We read the other information contained in the annual report and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. The other information comprises only the directors' report, the chairman's statement and operating review, the finance review, the remuneration report and the corporate governance statement. PricewaterhouseCoopers Chartered Accountants and Registered Auditors London 7 September 2001 We review whether the corporate governance statement reflects the company's compliance with the seven provisions of the Combined Code specified for our review by the Listing Rules, and we report if it does not. We are not required to consider whether the board's statements on internal control cover all risks and controls, or to form an opinion on the effectiveness of the company's corporate governance procedures or its risk and control procedures. ANNUAL REPORT AND ACCOUNTS 2001 2 3 PROFIT AND LOSS ACCOUNT for the year ended 29 July 2001 Notes 2001 £000 Turnover Operating profit Net interest payable Profit on ordinary activities before taxation Tax on profit on ordinary activities Profit on ordinary activities after taxation Dividends Retained profit for the year Earnings per ordinary share Fully diluted earnings per ordinary share All activities relate to continuing operations. 2 4 5 6 7 8 8 STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES Profit for the financial year after taxation Prior year adjustment, arising from the adoption of FRS19 deferred taxation Total (losses)/gains recognised since previous year end NOTE OF HISTORICAL COST PROFITS Reported profit on ordinary activities before taxation Difference between historical cost depreciation charge and actual depreciation charge for the year calculated on the revalued amount Historical cost profit on ordinary activities before taxation Historical cost profit for the year retained after taxation and dividends Refer to note 19 in respect of the restatement of the comparative figures. 2 4 J D W E T H E R S P O O N P L C 2000 £000 (Restated) 369,628 ––––––––– 46,278 (10,226) ––––––––– 36,052 (11,996) ––––––––– 24,056 (5,599) ––––––––– 18,457 ––––––––– 11.8p 483,968 ––––––––– 58,380 (14,063) ––––––––– 44,317 (14,457) ––––––––– 29,860 (6,185) ––––––––– 23,675 ––––––––– 14.2p 14.0p 11.5p 2001 £000 2000 £000 (Restated) 29,860 (35,688) ––––––––– (5,828) ––––––––– 24,056 – ––––––––– 24,056 ––––––––– 2001 £000 2000 £000 (Restated) 44,317 36,052 670 ––––––––– 44,987 ––––––––– 24,345 ––––––––– 672 –––––––––– 36,724 ––––––––– 19,129 ––––––––– CASH FLOW STATEMENT for the year ended 29 July 2001 Net cash inflow from operating activities Returns on investments and servicing of finance Interest received Interest paid – existing pubs Interest paid and capitalised into new pubs Net cash outflow from returns on investment and servicing of finance Taxation Corporation tax paid Capital expenditure and financial investment Purchase of tangible fixed assets for existing pubs Purchase of own shares for ESOP trust Proceeds of sale of tangible fixed assets Investment in new pubs and pub extensions Net cash outflow from capital expenditure and financial investment Equity dividends paid Net cash outflow before financing Financing Issue of ordinary shares Advances under bank loans Advances under US senior loan notes Repayments of secured bank loans Net cash inflow from financing Decrease in cash Free cash flow Cash flow per ordinary share Notes 2001 £000 2001 £000 2000 £000 2000 £000 9 93,005 ––––––––– 93,005 76,165 ––––––––– 976 (15,436) (3,004) ––––––––– (17,464) ––––––––– 976 (15,436) 2,412 (13,710) (3,921) ––––––––– (15,219) ––––––––– (1,556) ––––––––– (1,556) (1,100) ––––––––– 76,165 2,412 (13,710) (1,100) (14,471) (15,792) (14,471) – 4,277 (136,612) ––––––––– (146,806) ––––––––– (3,785) ––––––––– (90,745) ––––––––– 46,566 124,353 86,815 (187,882) ––––––––– 69,852 ––––––––– (20,893) ––––––––– (15,792) (241) – (127,574) ––––––––– (143,607) ––––––––– (4,529) ––––––––– (74,151) ––––––––– 2,057 40,156 44 – ––––––––– 42,257 ––––––––– (31,894) ––––––––– 10 8 8 ––––––––– 61,197 ––––––––– 29.1p ––––––––– 49,296 ––––––––– 24.2p ANNUAL REPORT AND ACCOUNTS 2001 2 5 Notes 2001 £000 2000 £000 (Restated) 12 13 13 14 15 16 17 18 19 19 19 19 625,903 ––––––––– 504,996 ––––––––– 7,503 6,986 6,764 241 9,791 ––––––––– 31,285 (81,965) ––––––––– (50,680) ––––––––– 575,223 (253,581) (47,803) ––––––––– 273,839 ––––––––– 4,224 116,389 23,824 129,402 ––––––––– 273,839 ––––––––– 4,686 5,588 7,378 100 41,685 ––––––––– 59,437 (67,936) ––––––––– (8,499) ––––––––– 496,497 (213,979) (35,688) ––––––––– 246,830 ––––––––– 4,198 113,081 24,494 105,057 ––––––––– 246,830 ––––––––– BALANCE SHEET at 29 July 2001 Fixed assets Tangible assets Current assets Stocks Debtors due after more than one year Debtors due within one year Investments Cash Creditors due within one year Net current liabilities Total assets less current liabilities Creditors due after more than one year Provisions for liabilities and charges Total net assets Capital and reserves Called up share capital Share premium account Revaluation reserve Profit and loss account Equity shareholders’ funds The accounts on pages 24 to 38 were approved by the board on 7 September 2001 and signed on its behalf by: Tim Martin Jim Clarke Directors Refer to note 19 in respect of the restatement of the comparative figures. 2 6 J D W E T H E R S P O O N P L C NOTES TO THE ACCOUNTS for the year ended 29 July 2001 Deferred taxation The company has changed its accounting policy in accordance with FRS19 deferred taxation. Deferred tax is now recognised on a full provision basis on all timing differences which have originated, but not reversed, at the balance sheet date. Timing differences represent accumulated differences between the company’s taxable profit and its financial profit and arise primarily from the difference between accelerated capital allowances and depreciation. Pensions The company makes contributions to defined contribution personal pension schemes, the costs of which are accounted for as they become due. Operating leases The costs of operating leases in respect of land and buildings and other assets are charged on a straight-line basis over the lease term, except where, on acquisition of a property, a reverse premium, capital contribution or rent-free period is granted by the lessor. Where such amounts arise, they are released to profit through to the date of the first rent review to market value, usually the anniversary of the lease. Financial instruments The company uses derivative instruments to hedge its exposure to fluctuations in interest rates. Instruments accounted for as hedges are designated as a hedge at the inception of contracts. Receipts and payments on interest rate instruments are recognised on an accruals basis, over the life of the instrument. Monetary liabilities denominated in foreign currencies are retranslated at the rate fixed by the relevant forward exchange contract. Unrecognised gains and losses on financial instruments are not accounted for in the profit and loss account. ESOP trust In accordance with UITF 13, the assets of the ESOP trust are included in the company’s financial statements. Own shares are classified as current asset investments, at cost. Any costs incurred in the ESOP trust are charged to the profit and loss account as incurred. The ESOP has waived its right to any dividend. 1 Principal accounting policies Accounts are prepared under the historical cost convention, as modified by the revaluation of property, and in accordance with applicable accounting standards. A summary of the more important accounting policies, which are being applied consistently, except to the extent disclosed, is set out below. The company has adopted FRS18 ‘Accounting Policies’ and FRS19 ‘Deferred Tax’ in the accounts. The adoption of FRS19 has given rise to a prior year adjustment as disclosed in note 19. Turnover The company’s operations comprise one class of business, which is pub retailing in the United Kingdom, and turnover excludes Value Added Tax. Tangible fixed assets Tangible fixed assets are stated at cost or historic valuation less accumulated depreciation. Depreciation is calculated so as to write off the cost or valuation of a fixed asset on a straight-line basis over its estimated useful life, taking account of expected residual values, based on prices prevailing at the date of acquisition or subsequent valuation, using the following rates: Freehold buildings Leasehold land and buildings Renovations of properties already trading, fixtures and fittings, computer equipment 50 years Lower of life of lease or 50 years At rates from 10%-33% pa Depreciation commences when the relevant public house begins trading. Valuation of properties Following the adoption of FRS15 in the year ended 30 July 2000, the company stopped its policy of cyclically revaluing its properties. In accordance with the transitional rules of FRS15, all properties are now shown at cost or, where a valuation has been applied prior to 2 August 1999, at that valuation. The carrying values of tangible fixed assets are reviewed for impairment if events or changes in circumstances indicate that the carrying value may not be recoverable. Any impairment in the value of fixed assets below depreciated historical cost is charged to the profit and loss account. Capitalised interest Interest costs relating to the financing of the development of public houses are capitalised on costs capitalised before the public house is substantially complete, at a rate of 8% (2000: 8%) which represents the weighted average cost of related borrowings. Capitalisation of interest ceases when the relevant public house commences business. Stocks Stocks are held for resale and are stated at the lower of invoiced cost and net realisable value. ANNUAL REPORT AND ACCOUNTS 2001 2 7 NOTES TO THE ACCOUNTS 2 Analysis of continuing operations Turnover Cost of sales Gross profit Administrative expenses Operating profit Cost of sales includes distribution costs and all pub operating costs. 3 Employee information The average weekly number of persons employed during the year was as follows: Total employees Managerial/administration Hourly paid staff Full-time equivalents Managerial/administration Hourly paid staff Employment costs were: Wages and salaries Social security costs Other pension costs Total direct costs of employment Less: wages and salaries capitalised 2001 £000 2000 £000 483,968 (401,800) ––––––––– 82,168 (23,788) ––––––––– 58,380 ––––––––– 369,628 (304,344) ––––––––– 65,284 (19,006) ––––––––– 46,278 ––––––––– 2001 Number 2000 Number 2,700 11,566 ––––––––– 14,266 ––––––––– 2,032 10,091 ––––––––– 12,123 ––––––––– 2001 Number 2000 Number 2,700 4,925 2,032 3,858 ––––––––– ––––––––– 5,890 ––––––––– ––––––––– 7,625 2001 £000 2000 £000 101,968 7,755 290 74,170 5,324 246 ––––––––– ––––––––– 79,740 (592) ––––––––– ––––––––– 79,148 ––––––––– ––––––––– 110,013 (828) 109,185 A detailed numerical analysis of directors’ remuneration and share options forms part of these accounts. This analysis is included in the remuneration report on pages 20 and 21 and shows the highest-paid director and the number of directors accruing benefits under money purchase pension schemes. 2 8 J D W E T H E R S P O O N P L C 4 Net interest payable Interest payable on bank loans and overdraft Interest payable on US senior loan notes Less: Interest capitalised Interest receivable Charge to profit and loss account 5 Profit on ordinary activities before taxation Profit on ordinary activities before taxation is stated after charging/(crediting): Depreciation Repairs and maintenance Auditors’ remuneration for: audit other services Rent receivable Operating lease rentals: – property rents – equipment and vehicles NOTES TO THE ACCOUNTS 2001 £000 11,761 6,528 2000 £000 11,767 5,526 (2,979) (1,247) (3,846) (3,221) ––––––––– ––––––––– 10,226 ––––––––– ––––––––– 14,063 2001 £000 29,674 8,721 60 12 (167) 2000 £000 20,946 4,783 50 10 (175) 30,729 790 27,459 628 ––––––––– ––––––––– ANNUAL REPORT AND ACCOUNTS 2001 2 9 NOTES TO THE ACCOUNTS 6 Taxation The company has opted to adopt FRS19 deferred taxation in the current year. Accordingly, the tax charge for 2000 has been restated to reflect the position had the company accounted for deferred tax on a fully provided basis in that year. The full impact on reserves is detailed in note 19. a) Analysis of current period tax charge Current tax UK corporation tax on profits for the year at 30% Adjustments in respect of prior years Advance corporation tax Total current tax (note 6(b)) Deferred tax Origination and reversal of timing differences Total deferred tax Tax on profit on ordinary activities b) Factors affecting current period tax charge 2001 £000 2001 £000 2000 £000 (Restated) 2000 £000 (Restated) 5,906 (863) (2,701) ––––––––– 2,342 (66) (491) ––––––––– 2,342 1,785 12,115 ––––––––– 10,211 ––––––––– 12,115 ––––––––– 14,457 ––––––––– 10,211 ––––––––– 11,996 ––––––––– The UK standard rate of corporation tax is 30% (2000: 30%), whereas the current tax assessed for the financial year ended 29 July 2001 as a percentage of profit before tax is 5% (2000: 5%). The reasons for this difference are explained below: 2001 £000 2001 % 2000 £000 2000 % Profit on ordinary activities before tax Current tax on profit on ordinary activities calculated at the standard rate of corporation tax in the UK of 30% Accelerated capital allowances Capitalised interest allowable for tax purposes Utilisation of tax losses Accelerated revenue deductions Other allowable deductions Expenses not deductible for tax purposes UK corporation tax for the year Advance corporation tax Adjustments in respect of prior periods Current tax charge for period (note 6(a)) c) Factors which may affect future tax charges 44,317 ––––––––– 13,295 (8,172) (878) – (364) (123) 2,148 ––––––––– 5,906 (2,701) (863) ––––––––– 2,342 ––––––––– 30 (19) (2) – (1) – 5 ––––––––– 13 (6) (2) ––––––––– 5 ––––––––– 36,052 ––––––––– 10,816 (7,664) (1,154) (685) (708) (167) 1,904 30 (21) (3) (2) (2) (1) 5 ––––––––– ––––––––– 6 (1) – ––––––––– ––––––––– 5 ––––––––– ––––––––– 2,342 (491) (66) 1,785 During the course of the last two years, the company has made total capital investments amounting to £150,581,000 and £155,794,000. Given existing plans, the company would expect capital investment to continue at around this level for the foreseeable future. The current level of investment has ensured that capital allowance claims have exceeded depreciation; while this will continue, the company would expect the gap between capital allowances and depreciation to diminish over time. At the period end date, advance corporation tax of £743,000 remained available for offset against future mainstream corporation tax liabilities. No provision has been made for deferred tax on gains recognised on revaluing properties to their market value. Such tax would only become payable if the properties were sold without it being possible to claim roll-over relief. The total amount unprovided for is £6 million. At present it is not envisaged that any tax will become payable in the forseeable future. 3 0 J D W E T H E R S P O O N P L C 7 Dividends Interim paid of 1.00p per share (2000: 0.91p) Final proposed of 1.93p per share (2000: 1.76p) NOTES TO THE ACCOUNTS 2001 £000 2000 £000 2,109 4,076 1,904 3,695 ––––––––– ––––––––– 5,599 ––––––––– ––––––––– 6,185 8 Earnings and cash flow per share The calculation of basic earnings per share is based on profits on ordinary activities after taxation for the period of £29,860,000 (2000: £24,056,000) and on 210,542,854 (2000: 204,035,428) ordinary shares, being the weighted average number of ordinary shares in issue and ranking for dividend during the period. Fully diluted earnings per share has been calculated in accordance with FRS14 and is after allowing for the dilutive effect of the conversion into ordinary shares of the weighted average number of options outstanding during the period. The number of shares used for the fully diluted calculation is 213,486,301 (2000: 208,311,375). The calculation of free cash flow per share is based on the net cash generated by business activities and available for investment in new pub developments and extensions to existing pubs, after funding interest on existing pubs, tax and all other reinvestment in pubs open at the start of the period (‘free cash flow’). It is calculated before taking account of proceeds from property disposals and inflows and outflows of financing from outside sources and dividend payments and is based on the same number of shares in issue as that for the calculation of basic earnings per share. 9 Net cash inflow from operating activities Operating profit Depreciation of tangible fixed assets Change in stocks Change in debtors Change in creditors 2001 £000 2000 £000 58,380 29,674 (2,817) (409) 8,177 46,278 20,946 (841) 779 9,003 ––––––––– ––––––––– 76,165 ––––––––– ––––––––– 93,005 10 Reconciliation of net cash flow to movement in net debt 2001 £000 2000 £000 Decrease in cash in the year Cash inflow from increase in debt financing Movement in net debt during the period Opening net debt Closing net debt (31,894) (40,200) (20,893) (23,286) ––––––––– ––––––––– (44,179) (125,304) ––––––––– ––––––––– (169,483) ––––––––– ––––––––– (72,094) (169,483) (241,577) ANNUAL REPORT AND ACCOUNTS 2001 31 NOTES TO THE ACCOUNTS 11 Analysis of net debt Cash at bank and in hand Debt due after more than one year Net debt 12 Tangible fixed assets Cost or valuation At 31 July 2000 Reclassification Additions At 29 July 2001 Depreciation At 31 July 2000 Reclassification Charge for the year At 29 July 2001 Net book value At 29 July 2001 At 30 July 2000 2000 £000 Cash flow £000 2001 £000 41,685 (211,168) ––––––––– (169,483) ––––––––– (31,894) (40,200) 9,791 (251,368) ––––––––– ––––––––– (241,577) ––––––––– ––––––––– (72,094) Freehold land and buildings £000 Short leasehold land and buildings £000 Equipment, fixtures and fittings £000 Expenditure on unopened properties £000 Total £000 171,648 40,429 68,285 ––––––––– 280,362 ––––––––– 3,988 617 4,150 ––––––––– 8,755 ––––––––– 231,143 422 19,739 ––––––––– 251,304 ––––––––– 17,856 1,940 7,060 ––––––––– 26,856 ––––––––– 116,788 – 33,088 ––––––––– 149,876 ––––––––– 41,333 (2,557) 18,464 ––––––––– 57,240 ––––––––– 271,607 ––––––––– 167,660 ––––––––– 224,448 ––––––––– 213,287 ––––––––– 92,636 ––––––––– 75,455 ––––––––– 48,594 (40,851) 29,469 568,173 – 150,581 ––––––––– ––––––––– 718,754 ––––––––– ––––––––– 37,212 – – – 63,177 – 29,674 ––––––––– ––––––––– 92,851 ––––––––– ––––––––– – 37,212 625,903 ––––––––– ––––––––– 504,996 ––––––––– ––––––––– 48,594 Included in the cost of fixed assets at 29 July 2001 is £13,304,000 of capitalised interest. Additions include capitalised interest, before tax relief of £2,979,000 (2000: £3,846,000). Reclassifications primarily represent the transfer of development costs incurred on properties completed in the year from unopened properties to other fixed-asset captions. Where the company’s properties have been subject to revaluation in previous financial periods, they have been valued on an existing-use basis by Christie & Co, a specialist licensed property valuer. Excluding the effects of revaluation, properties, if stated at cost, would be: Freehold land and buildings £000 Short leasehold land and buildings £000 Total £000 Cost Depreciation Net book value 29 July 2001 Net book value 30 July 2000 3 2 J D W E T H E R S P O O N P L C 276,004 8,435 ––––––––– 267,569 ––––––––– 163,509 ––––––––– 229,751 24,714 505,755 33,149 ––––––––– ––––––––– 472,606 ––––––––– ––––––––– 356,828 ––––––––– ––––––––– 205,037 193,319 12 Tangible fixed assets continued The valuations were performed during financial years as follows: 31 July 1997 and prior 31 July 1998 31 July 1999 At cost Net book value 13 Debtors Amounts falling due after more than one year: Other debtors Amounts falling due within one year: Other debtors Prepayments 14 Investments Own shares held in ESOP trust Traded on Alternative Investment Market NOTES TO THE ACCOUNTS Freehold land and buildings £000 Short leasehold land and buildings £000 Total £000 21,836 6,137 2,106 ––––––––– 30,079 241,528 ––––––––– 271,607 ––––––––– 20,749 65,341 46,855 42,585 71,478 48,961 ––––––––– ––––––––– 163,024 333,031 ––––––––– ––––––––– 496,055 ––––––––– ––––––––– 132,945 91,503 224,448 2001 £000 2000 £000 6,986 5,588 ––––––––– ––––––––– 549 6,215 3,125 4,253 ––––––––– ––––––––– 7,378 ––––––––– ––––––––– 6,764 2001 £000 2000 £000 241 – – 100 ––––––––– ––––––––– 100 ––––––––– ––––––––– 241 During the year, the company established an ESOP trust as a hedge against possible future national insurance liabilities on employee share options. Own shares held represent the cost of shares in the company held by the trustee of the ESOP. As at 29 July 2001, the trust held 77,191 shares with a market value of £262,063. All costs relating to the scheme are dealt with in the profit and loss account as they are incurred. The ESOP trust has waived its right to any dividends. ANNUAL REPORT AND ACCOUNTS 2001 3 3 NOTES TO THE ACCOUNTS 15 Creditors due within one year Trade creditors Corporation tax Other tax and social security Other creditors Dividend payable Accruals and deferred income 16 Creditors due after more than one year Bank loans repayable by instalments (note 20) US senior loan notes repayable in a single instalment in 2009 (note 20) Other creditors 17 Provisions for liabilities and charges Deferred tax Accelerated capital allowances Other timing differences Advance corporation tax Full provision for deferred tax Provision at start of year Deferred tax charge in profit and loss account for year Provision at end of year 2001 £000 2000 £000 50,418 2,437 7,715 3,881 4,076 13,438 40,420 1,651 4,829 3,848 3,695 13,493 ––––––––– ––––––––– 67,936 ––––––––– ––––––––– 81,965 2001 £000 2000 £000 164,509 86,859 124,353 86,815 ––––––––– ––––––––– 211,168 2,811 ––––––––– ––––––––– 213,979 ––––––––– ––––––––– 251,368 2,213 253,581 2001 £000 2000 £000 (Restated) 44,664 3,882 (743) 35,150 3,982 (3,444) ––––––––– ––––––––– 35,688 ––––––––– ––––––––– 47,803 35,688 12,115 25,477 10,211 ––––––––– ––––––––– 35,688 ––––––––– ––––––––– 47,803 The factors which influence the timing of subsequent reversals of the company’s deferred tax provision are detailed in note 6 ‘c) Factors which may affect future tax charges’ on page 30. 18 Called up share capital Authorised: 500,000,000 ordinary shares of 2p each (2000: 220,000,000) Allotted and fully paid: 211,211,143 ordinary shares of 2p each (2000: 209,916,425) 2001 £000 2000 £000 10,000 4,400 ––––––––– ––––––––– 4,224 4,198 ––––––––– ––––––––– 912,830 ordinary shares were issued during the year on the exercise of share options, at an average price of £2.25 per share. 381,888 ordinary shares were allotted in connection with the offer to shareholders of a scrip dividend alternative to the 2000 final and 2001 interim dividends. 3 4 J D W E T H E R S P O O N P L C 19 Capital, reserves and shareholders’ funds At start of year as previously stated Adoption of FRS19 (below) As restated Allotments Transfer Profit for the year Dividends At end of year NOTES TO THE ACCOUNTS Called up share capital Share premium account Revaluation reserve Profit and loss account 2001 Shareholders’ funds £000 £000 £000 £000 £000 2000 Shareholders’ funds (Restated) £000 4,198 – ––––––––– 4,198 26 – – – ––––––––– 4,224 ––––––––– 113,081 – ––––––––– 113,081 3,308 – – – ––––––––– 116,389 ––––––––– 24,494 – ––––––––– 24,494 – (670) – – ––––––––– 23,824 ––––––––– 140,745 (35,688) ––––––––– 105,057 – 670 29,860 (6,185) ––––––––– 129,402 ––––––––– 282,518 (35,688) 205,996 (25,477) ––––––––– ––––––––– 180,519 47,854 – 24,056 (5,599) ––––––––– ––––––––– 246,830 ––––––––– ––––––––– 246,830 3,334 – 29,860 (6,185) 273,839 The company has adopted FRS19 deferred taxation and, as required under the standard, the previous years’ shareholders’ funds have been restated. The impact of implementing FRS19 deferred tax on current year’s profits is to reduce them by £12,115,000 (2000: £10,211,000). 20 Financial instruments The company’s objectives and policies on the use of financial instruments, including derivatives, can be found in the finance review on pages 12 and 14 under the heading ‘financial risk and treasury policies’. Amounts dealt with in this note exclude short-term assets and liabilities, except cash and bank loans repayable in one year or less. Interest rate and currency risks of financial liabilities The company has entered into a cross-currency swap in respect of the $140 million US senior loan notes. The effect of this transaction is to remove any currency risk with regard to the interest payments on and, the settlement of this financial liability in 2009. There is no foreign currency exposure. An analysis of the interest rate profile of the company’s financial liabilities, after taking account of all interest-rate swaps and the cross-currency swap on US senior loan notes, is set out in the following table. 2001 £000 2000 £000 Floating-rate borrowings Fixed-rate borrowings Non-interest-bearing liabilities 151,368 100,000 2,213 111,168 100,000 2,811 ––––––––– ––––––––– 213,979 ––––––––– ––––––––– 253,581 The floating-rate borrowings are interest-bearing borrowings at rates based on LIBOR, fixed for periods of up to 6 months. The fixed-rate borrowings comprise floating-rate borrowings hedged using fixed-rate swaps with an effective weighted average interest rate (excluding bank margin) of 7.13% (2000: 7.13%) and which are fixed for a weighted average period of 1.1 years (2000: 2.1 years). In addition to the existing £100 million swap, the company also has forward-starting swaps which fix £150 million of borrowings for an eight-year period at an average rate of interest (excluding bank margin) of 6.46%. The weighted average period to maturity of non-interest-bearing liabilities is 2.1 years (2000: 2.0 years). Financial assets Financial assets at the balance sheet date comprised: Cash and short-term deposits Debtors due after more than one year Total financial assets 2001 £000 2000 £000 9,791 6,986 41,685 5,588 ––––––––– ––––––––– 47,273 ––––––––– ––––––––– 16,777 All cash and short-term deposits are floating-rate financial assets earning interest at commercial rates. The long-term debtor, representing deferred proceeds on a sale & leaseback arrangement, earns interest at 10% compound until repayment in 2004. ANNUAL REPORT AND ACCOUNTS 2001 3 5 NOTES TO THE ACCOUNTS 20 Financial instruments continued Maturity profile of financial liabilities Between one and two years Between two and five years After five years Total at 29 July 2001 Between one and two years Between two and five years After five years Total at 30 July 2000 Total £000 Bank loans (note 16) £000 US senior loan notes (note 16) £000 Other long-term creditors £000 26,008 115,714 111,859 ––––––––– 253,581 ––––––––– 1,490 75,933 136,556 ––––––––– 213,979 ––––––––– 24,721 114,788 25,000 ––––––––– 164,509 ––––––––– – 74,612 49,741 ––––––––– 124,353 ––––––––– 86,859 – – 86,859 1,287 926 – ––––––––– ––––––––– 2,213 ––––––––– ––––––––– 1,490 1,321 – ––––––––– ––––––––– 2,811 ––––––––– ––––––––– – – 86,815 86,815 The company has total UK committed loan facilities of £225 million which comprise a drawn £125 million unsecured term loan facility, repayable between 2 and 6 years from the balance sheet date, together with a £100 million unsecured revolving-loan facility, maturing in 2004. Both facilities are at floating rates based on LIBOR. The company has entered into swap agreements which fix £100 million of these borrowings at rates between 6.5% and 7.5% (excluding bank margin). At the balance sheet date, £40 million was drawn down under the revolving-loan facility, with interest rates set for periods of between 1 week and 6 months, at which point monies are repaid and, if appropriate, redrawn. The undrawn facility expires in more than 2 years. In addition to the above loan facilities, the company has a £5 million overdraft facility. In addition to the UK facilities, in September 1999, the company issued $140 million unsecured US senior loan notes due in 2009, carrying a fixed rate of interest of 8.48%. The company entered into currency and swap agreements covering the duration of these notes, which removes all US dollar exposure and converts the interest rate to one based on LIBOR. Fair value The table below compares, by category, the book value and fair value of the company’s financial assets and liabilities as at 29 July 2001. Financing instruments Cash deposits Debtors due after one year Long-term borrowings Other long-term creditors Derivative instruments Interest-rate and currency swaps 2001 Book value £000 2001 Fair value £000 2000 Book value £000 2000 Fair value £000 9,791 6,986 (251,368) (2,213) 9,791 7,721 (256,835) (2,040) 41,685 5,588 (212,218) (2,811) 41,685 7,177 (211,528) (2,490) – 13,954 – 6,230 The fair value of derivative instruments is calculated by discounting all future cash flows by the market yield curve at the balance sheet date. Unrecognised gains and losses on hedges Unrecognised gains/(losses) at 30 July 2000 Gains and losses arising in previous years which were recognised in 2001 Gains and losses arising before 31 July 2000 not recognised in 2001 Gains and losses arising in 2001 which were not recognised during 2001 Unrecognised gains/(losses) at 29 July 2001 Of which: Gains and losses expected to be recognised in less than one year Gains and losses expected to be recognised after more than one year 3 6 J D W E T H E R S P O O N P L C Gains £000 Losses £000 Net gains/ (losses) £000 7,326 (817) ––––––––– 6,509 14,852 ––––––––– 21,361 ––––––––– 2,272 19,089 ––––––––– 21,361 ––––––––– (1,096) 612 6,230 (205) ––––––––– ––––––––– 6,025 7,929 ––––––––– ––––––––– 13,954 ––––––––– ––––––––– (484) (6,923) (7,407) (1,711) (5,696) 561 13,393 ––––––––– ––––––––– 13,954 ––––––––– ––––––––– (7,407) 21 Financial commitments Capital expenditure contracted, but not provided for 22 Lease commitments The company operates a number of leasehold public houses and occupies leasehold office accommodation. The total annual rental due under these leases in the next twelve months is as follows: Expiry within one year Expiry between one and two years Expiry between two and five years Expiry in greater than five years The annual rentals pertaining to other leases, primarily motor vehicles, are as follows: Expiry within one year Expiry between one and two years Expiry between two and five years NOTES TO THE ACCOUNTS 2001 £000 2000 £000 15,694 20,608 ––––––––– ––––––––– 2001 £000 2000 £000 421 – 1,363 33,730 – 370 1,278 29,558 ––––––––– ––––––––– 31,206 ––––––––– ––––––––– 35,514 62 93 396 54 179 445 ––––––––– ––––––––– 678 ––––––––– ––––––––– 551 ANNUAL REPORT AND ACCOUNTS 2001 3 7 NOTES TO THE ACCOUNTS 23 Share options ESOP Scheme Date granted April 1993 April 1994 October 1994 April 1995 November 1995 April 1996 January 1997 April 1997 October 1997 April 1998 October 1998 SAYE Scheme Date granted February 1999 (3yr) February 1999 (5yr) CSOP Scheme Date granted December 1996 April 1997 October 1997 April 1998 NDSO Scheme Date Granted December 1998 April 1999 September 1999 March 2000 September 2000 March 2001 30 July 2000 Granted Exercised Lapsed 29 July 2001 Exercise price per share Exercisable from Expiry date – – – – – – – – – – – 8,574 74,250 255,000 106,875 396,500 65,725 379,720 169,500 496,300 515,608 1,105,000 8,574 31,250 137,500 59,375 336,000 29,075 339,970 130,750 353,435 475,198 1,036,000 –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––– 2,937,127 –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––– – 43,000 92,500 23,750 54,750 20,200 39,750 38,750 142,865 35,747 56,000 – – 25,000 23,750 5,750 16,450 – – – 4,663 13,000 3,573,052 547,312 88,613 – – – 398,755 499,885 344,154 453,828 –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––– 797,982 –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––– 54,601 45,799 – 258 898,640 100,400 258 – – – – – 396,300 95,125 485,125 482,550 279,675 59,000 319,000 393,275 –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––– 1,050,950 –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––– 111,375 33,750 158,575 43,350 5,250 2,375 7,550 45,925 1,459,100 347,050 61,100 – – – – – 1,260,304 791,385 1,134,550 1,525,000 384,015 1,920,183 – – 1,003,000 1,330,500 329,000 1,655,878 1,074,525 735,260 –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––– 6,128,163 –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––– 125,550 184,500 54,215 262,895 185,779 56,125 6,000 10,000 800 1,410 – – 4,963,748 2,051,689 869,064 18,210 49.6p 69.4p 78.4p 92.4p 127.2p 176.0p 244.2p 237.0p 299.0p 326.0p 167.0p 30/04/96 18/04/97 25/10/97 17/04/98 16/11/98 11/04/99 03/01/00 10/04/00 05/10/00 16/04/01 25/10/01 30/04/03 18/04/04 25/10/04 17/04/05 16/11/05 11/04/06 03/01/07 10/04/07 05/10/07 16/04/08 25/10/08 159.0p 159.0p 01/02/02 01/02/04 01/08/02 01/08/04 243.0p 234.5p 301.0p 326.0p 15/12/99 12/04/00 08/10/00 16/04/01 15/12/06 12/04/07 08/10/07 16/04/08 191.5p 268.0p 333.8p 356.5p 361.0p 343.6p 17/12/01 20/04/02 10/09/02 07/03/03 15/09/03 14/03/04 17/12/08 20/04/09 10/09/09 07/03/10 15/09/10 14/03/11 At 29 July 2001, there were 266 members of the executive share option scheme (ESOP), with average option holdings of 11,042 shares; there were 286 members of the SAYE scheme, with average holdings of 2,790 shares; there were 718 members of the all-employee company share option plan (CSOP), with average holdings of 1,464 shares; there were 3,615 members of the new discretionary share option scheme (NDSO), with average holdings of 1,695 shares. The exercise of an option under the ESOP scheme and the NDSO scheme, will, normally, in accordance with institutional shareholder guidelines, be conditional on the achievement of performance conditions. In respect of the ESOP scheme, options are exercisable only on condition that the earnings per share of the company between the date of grant of an option and the date of exercise increase by at least the increase in the RPI. In respect of the NDSO scheme, both basic and super options can be granted. Basic options are exercisable 3 years after they have been granted and only if the company’s normalised earnings per share (excluding exceptional items) over any 3-year period have exceeded the growth in the RPI by an average of at least 3% per annum. Super options are exercisable after 5 years and only if the company’s normalised earnings per share (excluding exceptional items) over any 5-year period have exceeded the growth in the RPI by an average of at least 7.5% per annum. As the CSOP scheme is available to all staff, there are no performance conditions attached to the exercise of options under it. The options in issue shown above include those of the directors shown on page 21. 3 8 J D W E T H E R S P O O N P L C FINANCIAL RECORD for the five years ended 29 July 2001 Sales and results Turnover from continuing operations Operating profit from continuing operations Interest receivable Interest payable Profit on ordinary activities before exceptional items and taxation Exceptional items Taxation Profit on ordinary activities after taxation Dividends Retained profit for the year Recognised gains and losses Profit for the financial year after taxation Unrealised surplus on revaluation of properties Net assets employed Fixed assets Net current assets/(liabilities) Non current liabilities Provision for liabilities and charges 1997 £000 1998 £000 1999 £000 2000 £000 2001 £000 139,444 ––––––––– 188,515 ––––––––– 269,699 ––––––––– 369,628 ––––––––– 483,968 ––––––––– 22,939 254 (5,627) ––––––––– 17,566 – (5,751) ––––––––– 11,815 (3,894) ––––––––– 7,921 ––––––––– 28,367 401 (8,603) ––––––––– 20,165 15,777 (6,857) ––––––––– 29,085 (4,321) ––––––––– 24,764 ––––––––– 36,226 1,064 (11,076) ––––––––– 26,214 22,450 (7,730) ––––––––– 40,934 (4,809) ––––––––– 36,125 ––––––––– 11,815 1,673 ––––––––– 13,488 ––––––––– 29,085 2,086 ––––––––– 31,171 ––––––––– 40,934 1,938 ––––––––– 42,872 ––––––––– 244,513 (22,561) (97,289) (13,837) ––––––––– 110,826 ––––––––– 334,695 (34,948) (140,555) (19,160) ––––––––– 140,032 ––––––––– 370,148 16,440 (180,592) (25,477) ––––––––– 180,519 ––––––––– 36,052 – (11,996) 46,278 3,221 (13,447) 58,380 1,247 (15,310) ––––––––– ––––––––– 44,317 – (14,457) ––––––––– ––––––––– 29,860 (6,185) ––––––––– ––––––––– 23,675 ––––––––– ––––––––– 24,056 (5,599) 18,457 24,056 – 29,860 – ––––––––– ––––––––– 29,860 ––––––––– ––––––––– 24,056 504,996 (8,499) (213,979) (35,688) 625,903 (50,680) (253,581) (47,803) ––––––––– ––––––––– 273,839 ––––––––– ––––––––– 246,830 Shareholders’ funds 110,826 ––––––––– 140,032 ––––––––– 180,519 ––––––––– 246,830 273,839 ––––––––– ––––––––– Ratios Operating margin Operating margin (excl. sale & leaseback rentals) Basic earnings per share (excl. exceptional items) Dividends per share 16.5% 16.5% 6.1p 2.00p 15.0% 15.3% 6.8p 2.20p 13.4% 14.9% 9.4p 2.43p 12.5% 14.6% 11.8p 2.67p 12.1% 13.7% 14.2p 2.93p Notes to the financial record (a) The summary of accounts has been extracted from the annual audited financial statements of the company for the 5 years shown. (b) The earnings per share and dividend per share figures have been adjusted as appropriate to account for the 5 for 1 share split issue on 14 November 1997. (c) All of the above figures have been adjusted to reflect the impact of adopting FRS19 deferred taxation. ANNUAL REPORT AND ACCOUNTS 2001 3 9 INFORMATION FOR SHAREHOLDERS Ordinary shareholdings at 29 July 2001 Shares of 2p each Up to 2,500 2,501 to 10,000 10,001 to 250,000 250,001 to 500,000 500,001 to 1,000,000 Over 1,000,000 Substantial shareholdings Number of shareholders Shareholdings % Number Total shares held % 4,035 431 319 28 14 33 1.10 0.97 7.58 4.59 5.06 80.70 ––––––––––––– ––––––––––––– ––––––––––––– ––––––––––––– 100 ––––––––––––– ––––––––––––– ––––––––––––– ––––––––––––– 2,322,325 2,067,966 16,017,402 9,686,493 10,684,606 170,432,351 83.02 8.87 6.56 0.58 0.29 0.68 211,211,143 4,860 100 In addition to certain of the directors’ shareholdings set out on page 20, the company has been notified of the following substantial holdings in the share capital of the company at 7 September 2001: Capital Group Companies Inc Federated Investors Inc CGNU plc Prudential plc FMR Corporation Standard Life Investments Royal and Sun Alliance Investments Share prices 30 July 2000 Low High 29 July 2001 Number of Ordinary shares Percentage of share capital % 9.99 9.68 4.96 4.60 4.06 3.07 3.03 21,089,900 20,439,322 10,470,379 9,714,220 8,579,959 6,491,159 6,389,432 361.5p 298.5p 418.5p 339.5p Annual reports Further copies of this annual report are available from the company secretary, at the registered office. Telephone requests can be made on 01923 477777, extension 7796. This annual report is also available on our Web site: www.jdwetherspoon.co.uk Copies can also be obtained through the Financial Times’ annual reports service. For details, see the London share service pages of the Financial Times. If you would like to contact us, please write to J D Wetherspoon plc, Wetherspoon House, Central Park, Reeds Crescent, Watford, Hertfordshire, WD24 4QL or telephone us on 01923 477777. 4 0 J D W E T H E R S P O O N P L C NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of the company will be held at The Metropolitan Bar, Baker Street, London, NW1 5LA on Wednesday 31 October 2001 at 9.30am for the following purposes: Ordinary business 1 To receive the report of the directors and the audited accounts of the company for the financial year ended 29 July 2001. 2 To declare a final dividend for the year ended 29 July 2001 of 1.93 pence per share on the ordinary shares in the capital of the company. 3 To re-elect Mr J Hutson as a director. 4 To re-elect Mr J Clarke as a director. 5 To re-elect Mr A C Lowrie as a director. (A) to seek the written approval of the Board of the Inland Revenue to the AESOP under Schedule 8 to the Finance Act 2000 and to waive, amend, replace or introduce such new rules as may be necessary for the AESOP to obtain and maintain Inland Revenue approval; and (B) to do all other actions deemed necessary to carry the AESOP into effect. 9 THAT: (A) the directors be and are hereby generally and unconditionally authorised pursuant to section 80 of the Companies Act 1985 (‘the Act’) to exercise all or any powers of the company to allot relevant securities (as defined in that section) to such persons, at such times and on such terms as they think proper, up to a maximum nominal amount of £1,400,000 during the period (‘the period of authority’) from the date of the passing of this resolution until the earlier of: 6 To re-appoint PricewaterhouseCoopers as auditors of the company and to authorise the directors to fix their remuneration. (i) fifteen months from the date of the passing of this resolution; and Special business To consider and, if thought fit, to pass the following resolutions, in the case of the resolutions numbered 7, 8, 9 and 11 as ordinary resolutions and in the case of the resolutions numbered 10 and 12, as special resolutions. 7 THAT the J D Wetherspoon plc 2001 Approved Share Option Plan (the ‘Approved Plan’) and the J D Wetherspoon plc 2001 Unapproved Share Option Plan (the ‘Unapproved Plan’), the main provisions of which are summarised in Appendix I attached and which are in substantially the same form as the draft rules submitted to the Meeting and signed by the chairman for the purposes of identification, be and are hereby approved and adopted and the directors be and are hereby authorised: (A) to seek the written approval of the Board of the Inland Revenue under Schedule 9 of the Income and Corporation Taxes Act 1988 (the ‘Approval’) to the Approved Plan (in whole or in part) and, in their absolute discretion, to waive, amend or replace such of the rules of the Approved Plan or to introduce such new rules as may be necessary to obtain and maintain the approval for the Approved Plan (in whole or in part); (B) to do all other action deemed necessary to carry the Approved and Unapproved Plans into effect; (C) to establish such number of appendices to the Approved Plan or the Unapproved Plan or to establish such other employee share plans for the benefit of employees of the company or any subsidiaries in order to take account of local tax, exchange control or securities laws as they consider appropriate, subject however to the conditions that: (i) any shares made available under such appendices or other plans shall be counted within any individual and overall limits contained in the Approved and Unapproved Plans; and (ii) once established, the provisions of such appendices or other plans may not be amended without the prior sanction of the company in general meeting if such sanction would be required to amend the comparable provisions of the Approved and Unapproved Plans. 8 THAT the J D Wetherspoon plc All-Employee Share Ownership Plan (the ‘AESOP’), the main provisions of which are summarised in Appendix II attached and being in substantially the same form as the draft rules submitted to the Meeting and signed by the chairman for the purposes of identification, be and is hereby approved and the directors be and are hereby authorised: (ii) the conclusion of the Annual General Meeting of the company held to approve the report and accounts of the company for the financial year of the company ending on 28 July 2002 on which date such authority will expire, unless previously varied, revoked or renewed by the company in general meeting (save that, during the period of authority, the directors shall be entitled to make an offer or agreement which would or might require relevant securities to be allotted in pursuance of such an offer or agreement, as if the authority conferred by this resolution had not expired) and (B) the authority to allot given to the directors by this resolution be in substitution for any and all authorities previously conferred on the directors for the purposes of section 80 of the Act, without prejudice to any allotments made pursuant to the terms of such authorities. 10 THAT conditionally on the passing of the resolution numbered 9 above, the directors be and are hereby empowered pursuant to section 95 of the the Act to allot equity securities (as defined in section 94(2) of the Act) for cash pursuant to the authority conferred by the resolution numbered 8 above as if section 89(1) of the Act did not apply to such allotment, such power to expire (unless previously varied, revoked or renewed by the company in general meeting) at the earlier of fifteen months from the date of passing of this resolution and the conclusion of the Annual General Meeting of the company held to approve the report and accounts of the company for the financial year of the company ending on 28 July 2002 (save that the directors shall be entitled, before such expiry, to make an offer or agreement which would or might require equity securities to be allotted after such expiry, and the directors may allot equity securities in pursuance of such an offer or agreement, as if the power conferred by this resolution had not expired) and to be limited to: (i) the allotment of equity securities for cash in connection with or pursuant to an issue or offer by way of rights, open offer or otherwise in favour of the holders of equity securities where the equity securities respectively attributable to the interests of such holders are proportionate (as nearly as may be) to the respective number of equity securities held by them on the record date for such allotment, subject only to such exceptions, exclusions or other arrangements which are, in the opinion of the directors, necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of any territory or the requirements of any recognised regulatory body or any other stock exchange or otherwise in any territory; and (ii) the allotment (otherwise than as referred to in subparagraph (i) above) of equity securities for cash up to an aggregate nominal amount of £211,000. ANNUAL REPORT AND ACCOUNTS 2001 41 NOTICE OF ANNUAL GENERAL MEETING 11 THAT the directors be authorised to: (A) exercise the power contained in article 123 of the Articles of Association of the company, so that, to the extent and in the manner determined by the directors in their absolute discretion, the holders of ordinary shares in the capital of the company be permitted to elect to receive an allotment of ordinary shares in the capital of the company, credited as fully paid, instead of cash in respect of all or any part of any dividend or dividends as may be paid or declared by the company or the directors pursuant to the Articles of Association of the company on or at any time after the date of the passing of this resolution and prior to the beginning of the Annual General Meeting of the company held to approve the report and accounts of the company for the financial year of the company ending on 28 July 2002; and (B) capitalise a sum equal to the aggregate nominal amount of the ordinary shares in the capital of the company falling to be allotted pursuant to elections so made out of any amount standing to the credit of the company’s reserves (including any share premium account or capital redemption reserve) or out of any profits which could otherwise have been applied in paying dividends in cash and to determine and apply such sum in paying up in full the appropriate number of unissued ordinary shares in the capital of the company and to allot such ordinary shares to the members of the company making such elections in accordance with their respective entitlements. 12 THAT the directors be authorised to make market purchases (as defined by section 163(3) of the Companies Act 1985) of ordinary shares in the capital of the company, subject to the following conditions: (i) the maximum number of ordinary shares which may be purchased is 21,121,114. (ii) the price at which ordinary shares may be purchased shall not exceed 105% of the average of the middle market quotations for the ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days preceding the date of purchase and shall not be less than the nominal value from time to time of an ordinary share, in both cases exclusive of expenses; and (iii) this authority will expire at the earlier of the conclusion of the next Annual General Meeting of the company and 30 April 2003, except that the company may, before such authority expires, enter into a contract of purchase under which such purchase may be completed or executed wholly or partly after the expiry of the authority. By order of the board Jim Clarke Company Secretary 28 September 2001 Registered Office: Wetherspoon House Central Park, Reeds Crescent, Watford Hertfordshire, WD24 4QL Notes: 1 A member entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the company. 4 2 J D W E T H E R S P O O N P L C 2 A form of proxy is enclosed which holders of ordinary shares in the company are invited to complete and return in the envelope provided. Completion and return of the form of proxy in accordance with the instructions on it will not prevent such shareholders from attending and voting at the Annual General Meeting in person, should they so wish. 3 To be valid for the Annual General Meeting, the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is executed or a notarially certified copy of such authority must be deposited at the offices of the company’s registrars, Computershare Investor Services plc, PO Box 82, The Pavilions, Bridgwater Road, Bristol, BS99 7NH, not later than 9.30am on 29 October 2001, being 48 hours before the time appointed for the holding of the Annual General Meeting. 4 There are available for inspection at the registered office of the company during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) and there will be available for inspection at the place of the Annual General Meeting from at least 15 minutes prior to and until the conclusion of the Annual General Meeting: (a) copies of the directors’ service agreements with the company, other than those agreements expiring or determinable by the company without payment of compensation within one year; and (b) the register of directors’ interests. 5 Copies of the draft rules of the J D Wetherspoon plc 2001 Approved Share Option Plan, the J D Wetherspoon plc 2001 Unapproved Share Option Plan and the J D Wetherspoon plc All-Employee Share Ownership Plan will be available for inspection at the offices of Andersen, 20 Old Bailey, London, EC4M 7AN and at the company’s registered office, Wetherspoon House, Central Park, Reeds Crescent, Watford, Hertfordshire, WD24 2QL during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this notice to the date of the Annual General Meeting and at the place of the Annual General Meeting from at least 15 minutes prior to and until the conclusion of the Annual General Meeting. Appendix I Summary of the proposed J D Wetherspoon plc 2001 Approved Share Option Plan (the ‘Approved Plan’) and the J D Wetherspoon plc 2001 Unapproved Share Option Plan (the ‘Unapproved Plan’) (together ‘the Plans’). 1 Introduction The Approved and Unapproved Plans enable options over ordinary shares in the company to be granted to selected employees and directors. The price at which the shares under option can be acquired is set when the options are granted. The Approved Plan is to be approved by the Inland Revenue and offers favourable tax treatment on the exercise of options. The Unapproved Plan is not approved by the Inland Revenue. The main features of the Approved and Unapproved Plans are summarised below. Unless otherwise specified, the main features of both Plans are the same. When options are granted, employees and directors do not pay anything for them. The options are personal to the individual and, in the case of the Approved Plan, may be exercised only by the persons to whom they are granted or by their personal representatives and are not transferable. NOTICE OF ANNUAL GENERAL MEETING 2 Eligibility Options can be granted to any employee or executive director who, in the case of an executive director, works for the company for substantially all of his/her working time. For options under the Approved Plan, the executive director must work at least 25 hours per week (excluding meal breaks). conditions for future grants of options, and any new condition or changes to performance conditions will be notified to shareholders by the remuneration committee’s report in the annual report and accounts. The board will ensure that any new performance condition will be no less demanding than that set out above for the first grant of options. 3 Grant of Options Options may be granted during a period of 42 days commencing on a number of dates specified in the Approved and Unapproved Plan rules. At the board’s discretion, options will normally be granted within the period of 42 days starting on the day after the company announces its results for any period. Options may also be granted at any other time when circumstances are considered by the board to be exceptional. 4 Individual Participation Approved Plan An individual’s participation in the Approved Plan is limited so that the aggregate market value of the shares (measured at the date of grant) over which he/she has subsisting approved options cannot exceed £30,000. Unapproved Plan and Approved Plan Other than in exceptional circumstances, an option cannot be granted to an employee or full-time executive director if this would cause the aggregate market value of the shares (measured at the date of grant) over which options have been granted under the Plans and any other discretionary share plan operated by the company in that financial year to exceed 100% of his/her gross annual remuneration. 5 Exercise Price In respect of an option to acquire shares, the exercise price payable per share will not be less than its market value at the date of grant (or, in the case of options to subscribe, if higher the nominal value). 6 Exercise of Options Under both Plans, an option will normally be capable of being exercised only: (i) if the performance condition to which it has been subject has been satisfied; and (ii) the option was granted at least three years previously; and not more than ten years have passed since the option was granted. 7 Performance Conditions Under both Plans, the company may make the grant or exercise of an option subject to the satisfaction of performance conditions. It is intended that, in respect of the first grants of options under the Plans, the performance condition attached to the options granted will be that options will be exercisable only if the growth of the company’s normalised earnings per share over the period of the first three consecutive financial years ending after the Date of Grant of the options has exceeded the growth in the retail price index over the same period by an average of at least 3% per annum. To the extent the performance condition is not met over this period, the option shall lapse. If exceptional circumstances arise which the board reasonably considers will result in a performance condition attached to an option already granted not achieving the original purpose of that condition, the condition may subsequently be varied such that, in the opinion of the board, it meets its original purpose. The board will regularly review the performance 8 Cessation of Employment Approved and Unapproved Plans Options will normally lapse on the cessation of employment, except in certain specified circumstances, including death, cessation on account of injury, disability, redundancy or retirement or at the discretion of the board. In these circumstances, an option may be exercised early for a limited period. In the case of retirement, options may be exercised early only if any performance condition has been met. Under both the Approved and Unapproved Plans, options may also be exercised for a limited period in the event of takeover, reconstruction, amalgamation or winding-up of the company. In these circumstances, the relevant performance condition must be satisfied (except in the case of a voluntary winding up), unless the board decides otherwise. Under both Plans in the event of a takeover or reconstruction, an optionholder may be permitted to exchange his/her option for an option over shares in the acquiring company and, in the case of the Unapproved Plan, in the event of a demerger, an optionholder may be permitted to exchange all or part of his option for an option in the acquiring company. Options may also, at the discretion of the board, be exercised early under the Unapproved Plan if other major corporate events occur which materially affect the value of current or future options. 9 Other Provisions Benefits under the Plans will not be pensionable. Under the Unapproved Plan, the board may also grant and/or satisfy options in cash or other assets, provided that the participants receive the same economic value as would have been provided by an option over shares. 10 Share Rights All shares allotted or transferred under the Plans will rank equally with all other shares of the company for the time being in issue, except as regards any rights attaching to such shares by reference to a record date prior to the date of allotment. 11 Variation of Capital On certain variations of the ordinary share capital of the company, including a capitalisation issue, rights issue, subdivision or consolidation of shares or reduction of capital, the board may adjust the exercise price and the number of shares comprised in existing options, subject, in the case of the Approved Plan, to the approval of the Inland Revenue. 12 Alterations The board may amend the Approved and Unapproved Plans in any respect, provided that the prior approval of shareholders is required for alterations or additions to the advantage of participants. However, shareholder approval is not required for minor amendments or additions to benefit the administration of the Plans or which are made to comply with the provisions of any existing or proposed legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or the group. Any amendments made to the Approved Plan will also require Inland Revenue approval. 13 Limits on the Plans The number of shares issuable pursuant to options granted under the Approved and Unapproved Plans, when aggregated with the number of ANNUAL REPORT AND ACCOUNTS 2001 4 3 NOTICE OF ANNUAL GENERAL MEETING shares issued or issuable pursuant to rights granted under all group employee share schemes within the preceding period of ten years, may not exceed 10% of the company’s issued ordinary share capital at the date of grant. 14 Termination The Approved and Unapproved Plans will terminate ten years after their approval by the company, or earlier, if the board so determines. Appendix II Summary of the J D Wetherspoon plc All-Employee Share Ownership Plan (the ‘AESOP’) 1 Introduction The AESOP will enable all-employees to potentially acquire shares in the company. It is intended that the AESOP will satisfy the provisions for All Employee Share Ownership Plans enacted in Finance Act 2000 and will be approved by the Inland Revenue. The AESOP, once approved by the Inland Revenue, offers favourable tax treatment for the acquisition of shares in the company. The main features of the AESOP are summarised below. 2 Eligibility The company must offer all UK employees the opportunity to participate in the AESOP, whether they work full or part time. The company can require employees to have completed a minimum qualifying period of employment before they can participate, but that period must not exceed 12 months. 3 Acquisition of Shares Under the AESOP, the company can award ‘free shares’ or allow employees to acquire ‘partnership shares’ in the company in a tax-efficient manner. Employees acquiring partnership shares may also be awarded ‘matching shares.’ The company may offer different combinations of these elements of the AESOP to its employees to best suit its business requirements. Free Shares The company can award a statutory maximum amount of ‘free shares’ per annum per employee (currently £3,000 worth) for nil consideration. Generally, the shares would be held in trust for a minimum three years and up to five years. There would be PAYE and national insurance liabilities for the employee if the shares are withdrawn within five years, except where the employee leaves in certain circumstances. The company can use ‘free shares’ to reward employees for reaching personal, team or divisional performance targets. Partnership Shares The company can provide employees with the opportunity to buy ‘partnership shares’ from their gross monthly salary or weekly wages up to a statutory maximum amount (currently the lower of 10% of salary and £1,500 per annum per employee). The shares may be purchased monthly or at the end of an accumulation period which will not exceed one year. The partnership shares may be withdrawn from the AESOP at any time, but there will be PAYE and national insurance contributions payable if the shares are withdrawn within five years of allocation, unless the employee is leaving employment in certain circumstances. Where an accumulation period is used, employees are entitled to purchase shares at the lower of the market value of the shares at the start and at the end of the accumulation period. 4 4 J D W E T H E R S P O O N P L C Matching Shares The company can give employees up to two free ‘matching shares’ for each partnership share acquired by the employee. Generally, the ‘matching shares’ are held in trust for a minimum of three years and up to five years. There are PAYE and national insurance liabilities on the employee, if the shares are withdrawn within five years, unless the employee leaves employment in certain circumstances. Dividend Shares The company may also allow or require dividends attaching to shares held in trust to be retained in the AESOP and used to purchase additional shares held on tax-advantageous terms. These are known as ‘dividend shares’. 4 Other provisions The AESOP can provide for ‘free’ and ‘matching shares’ to be forfeited if employees leave within three years of the award, unless the employee leaves for certain specified reasons such as redundancy or retirement. Employees can withdraw their ‘partnership shares’ from the AESOP at any time. However, ‘matching shares’ may also be subject to forfeiture if the corresponding ‘partnership shares’ are withdrawn within three years of purchase. Shares not forfeited have to be transferred to employees when they leave employment with the company. The AESOP will be operated through a UK-resident trust. The trust will buy or subscribe for shares which are subsequently awarded to employees. Benefits under the AESOP are not pensionable. In the event of certain corporate transactions such as takeover or reconstruction, company shares may be replaced by shares in another company and retained within the AESOP trust. 5 Funding the AESOP The company will fund the trustee of the trust to subscribe for or buy shares (‘free’ and/or ‘matching shares’) in the market. The acquisition price will be the middle market quotation of a share on the London Stock Exchange at that time or, in the case of subscription of shares, the nominal value if lower. 6 Share rights All shares allotted or transferred under the AESOP will rank equally with all other shares of the company for the time being in issue, except as regards any rights attaching to such shares by reference to a record date prior to the date of allotment. 7 Alterations The board may amend the AESOP in any respect, except that no alteration may be made to the basic principles (including the basis of and limits on participation) of the AESOP to the advantage of participants without the prior approval of shareholders. Any amendments made to the AESOP will also require Inland Revenue approval. 8 Limits on the AESOP The AESOP will be subject to the limit set out below on the number of shares that may be acquired by subscription: in any ten calendar years not more than 10% of the issued ordinary share capital of the company may be issued or issuable pursuant to the rights acquired under the AESOP or any other employee share schemes adopted by the company. 9 Termination The AESOP will terminate ten years after its approval by the company or earlier if the board so determines. PUBLIC HOUSES DIRECTORY IN LONDON BARKING AND DAGENHAM The Barking Dog 61 Station Parade, Barking, IG11 8TU The Lord Denman 270–272 Heathway, Dagenham, RM10 8QF BARNET The Moon Under Water 148 High Street, Barnet, Herts, EN5 5XP The Moon Under Water 10 Varley Parade, Colindale, NW9 6RR The Railway Bell 13 East Barnet Road, New Barnet, EN4 8RR The Tally Ho 749 High Road, North Finchley, N12 0BP BEXLEY The New Cross Turnpike 55 Bellgrove Road, Welling, DA16 3PF The Wrong ‘Un 234–236 The Broadway, Bexleyheath, DA6 8AS BRENT CITY OF LONDON The Crosse Keys 9 Gracechurch Street, EC3V 0DR The Green Man 1 Poultry, London, EC2R 8EJ Hamilton Hall Liverpool Street Station, EC2M 7PY The Liberty Bounds 15 Trinity Square, EC3N 4AA The Match Maker 580–586 Roman Road, Bow, E3 5ES GREENWICH The Bankers Draft 80 High Street, Eltham, SE9 1FT The Capitol 11–21 London Road, Forest Hill, SE23 3TW The Great Harry 7–9 Wellington Street, Woolwich, SE18 6NY HACKNEY The Rochester Castle 145 High Street, Stoke Newington, N16 0NY CROYDON HAMMERSMITH The Foxley Hatch 8–9 Russell Hill Parade, Russell Hill Road, Purley, CR8 2LE The William Morris Swan Island, 2–4 King Street, Hammersmith, W6 0QA The George 17–21 George Street, Croydon, CR0 1LA The Moon Under Water 1327 London Road, Norbury, SW16 4AU The Postal Order 33 Westow Street, Crystal Palace, SE19 3RW Sir Julian Huxley 152–154 Addington Road, Selsdon, CR2 8LB The Ship of Fools 9–11 London Road, West Croydon, CR0 2RE The Coliseum 25–26 Manor Park Road, Harlesden, NW10 4JE The Skylark 34–36 Southend, Croydon, CR0 1DP J J Moons 553 Kingsbury Road, Kingsbury, NW9 9EL J J Moons 397 High Road, Wembley, HA9 7DT The Outside Inn 312–314 Neasden Lane, Neasden, NW10 0AD BROMLEY The Harvest Moon 141–143 High Street, Orpington, BR6 0LQ The Moon And Stars 164–166 High Street, Penge, SE20 7QS The Sovereign Of The Seas 109–111 Queensway, Petts Wood, BR5 1DG CAMDEN The Beaten Docket 50–56 Cricklewood Broadway, Cricklewood, NW2 3DT The Man In The Moon 40–42 Chalk Farm Road, Camden, NW 1 8BG Penderels Oak 283–288 High Holborn, Holborn, WC1V 7PF Shakespeare’s Head Africa House, 64–68 Kingsway, WC2B 6BG Sir John Oldcastle 29–35 Farringdon Road, EC1M 3JF The Three Horseshoes 28 Heath Street, Hampstead, NW3 6TE Wetherspoons 255 Finchley Road, NW3 6LU Wetherspoons 2–4 Ambassador House, Brigstock Road, Thornton Heath CR7 7JG The William Stanley 7–8 High Street, South Norwood, SE25 6EP DOCKLANDS The Ledger Building 4 Hertsmere Road, Docklands, E14 4AL EALING The Red Lion And Pineapple 281 High Street, Acton,W3 9PJ ENFIELD The Gilpin’s Bell 50–54 Fore Street, Edmonton, N18 2SS The Moon Under Water 116–117 Chase Side, Enfield, EN2 6NN The New Crown 80–84 Chase Side, Southgate, N14 5PH The Picture Palace Lincoln Road, Enfield, EN3 4AQ The Whole Hog 430–434 Green Lanes, Palmers Green, N13 5XG EPPING FOREST The Last Post 227 High Road, Loughton, IG10 1ET HARINGEY The Gatehouse 1 North Road, Highgate, N6 4BD The Old Suffolk Punch 10–12 Grand Parade, Green Lanes, Haringey, N4 1JX The Toll Gate 26–30 Turnpike Lane, Hornsey, N8 0PS Wetherspoons Unit 5, Spouters Corner, Wood Green, N22 6EJ HARROW The Man In The Moon 1 Buckingham Parade, Stanmore, HA7 4EB The Moon And Sixpence 250 Uxbridge Road, Hatch End, HA5 4HS The Moon On The Hill 373–375 Station Road, Harrow, HA1 2AW The New Moon 25–26 Kenton Park Parade, Kenton Road, Harrow, HA3 8DN The Sarsen Stone 32 High Street, Wealdstone, HA3 7AB The Village Inn 402–408 Rayners Lane, Pinner, HA5 5DY HAVERING Colley Row Inn 54–56 Collier Row Road, Collier Row, Romford, RM5 3PA J J Moons 46–62 High Street, Hornchurch, RM12 4UN The Moon And Stars 99–103 South Street, Romford, RM1 1NX HILLINGDON The Botwell Inn 23–29 Coldharbour Lane, Hayes, UB3 3EB The Good Yarn 32 High Street, Uxbridge, UB8 1JX J J Moons 12 Victoria Road, Ruislip Manor, HA4 0AA The Sylvan Moon 27 Green Lane, Northwood, HA6 2PZ ANNUAL REPORT AND ACCOUNTS 2001 4 5 PUBLIC HOUSES DIRECTORY Wetherspoons Terminal Four, Heathrow Airport (Airside), TW6 3XA Wetherspoons Terminal Four, Heathrow Airport (Landside), TW6 3XA Wetherspoons Terminal Two, Heathrow Airport (Airside), TW6 1JH The William Jolle 53 Joel Street, Northwood Hills, HA6 1NG HOUNSLOW The Moon On The Square Unit 30, The Centre, Feltham, TW13 4AU The Moon Under Water 84–86 Staines Road, Hounslow, TW3 3LF ISLINGTON The Angel 3–5 High Street, Islington, N1 9LQ The Coronet 338–346 Holloway Road, N7 6NJ The Masque Haunt 168–172 Old Street, EC1V 9PB The White Lion Of Mortimer 125–127 Stroud Green Road, Stroud Green, N4 3PX The White Swan 255–256 Upper Street, Islington, N1 1RY LAMBETH The Beehive 407–409 Brixton Road, Brixton, SW9 7DG The Crown And Sceptre 2a Streatham Hill, SW2 4AH The Sir Holland Tringham 107–109 High Road, Streatham, SW16 1HJ LEWISHAM The Brockley Barge 184 Brockley Road, Brockley, SE4 2RR The Edmund Halley 25–27 Lee Gate Centre, Lee Green, SE12 8RG The London and Rye 109 Rushey Green, Catford, SE6 4AF The Tiger’s Head 350 Bromley Road, Catford, SE6 2RZ The Watch House 198–204 High Street, Lewisham, SE13 6JP The Windmill 125–131 Kirkdale, Sydenham, SE26 4QJ MERTON Wetherspoons 33 Aberconway Road, Morden, SM4 5LN The White Lion Of Mortimer 223 London Road, Mitcham, CR4 2JD Wibbas Down Inn 6–12 Gladstone Road, Wimbledon, SW19 1 QT 4 6 J D W E T H E R S P O O N P L C NEWHAM WANDSWORTH Golden Grove 146–148 The Grove, Stratford, E15 1NS The Millers Well 419–421 Barking Road, East Ham, E6 2JX The Hudson Bay 1–5 Upton Lane, Forest Gate, E7 9PA REDBRIDGE The George High Street, Wanstead, E11 2RL The Great Spoon Of Ilford 114–116 Cranbrook Road, Ilford, IG1 4LZ The New Fairlop Oak Fencepiece Road, Barkingside, IG6 2JP RICHMOND UPON THAMES The Moon Under Water 53–57 London Road, Twickenham, TW1 3ZS SOUTHWARK The Fox On The Hill 149 Denmark Hill, SE5 8EH The Kentish Drovers 71–79 Peckham High Street, Peckham, SE15 5RS The Pommelers Rest 196–198 Tower Bridge Road, SE1 2UN The Surrey Docks 185 Lower Road, Rotherhithe, SE16 2LW The Asparagus 1–13 Falcon Road, Battersea, SW11 2PT The Grid Inn 22 Replingham Road, Southfields, SW18 5LS J J Moons 56a High Street, Tooting, SW17 0RN The Moon Under Water 194 Balham High Street, Balham, SW12 9BP The Railway 202 Upper Richmond Road, Putney, SW15 6TD The Rose And Crown Putney Bridge Road, Wandsworth, SW18 1NP WESTMINSTER The Knight’s Templar 95 Chancery Lane, WC2A 1DT The Lord Moon Of The Mall 16–18 Whitehall, SW1A 2DY The Metropolitan Bar 7 Station Approach, Baker Street, NW1 5LA The Moon And Sixpence 185 Wardour Street, W1V 3FB The Moon Under Water 28 Leicester Square, WC2H 7LE The Moon Under Water 105–107 Charing Cross Road, WC2H 0BP The Tyburn 20 Edgware Road, Marble Arch, W2 2EN Wetherspoons Metro Central Heights, Newington Causeway, SE1 6PB Wetherspoons Unit 5, Victoria Station, SW1V 1JT The Willow Walk 25 Wilton Road, Victoria, SW1V 1LW SUTTON The Moon On The Hill 5–9 Hill Road, Sutton, SM1 1EZ Wetherspoons 552–556 London Road, North Cheam, SM3 9AA The Whispering Moon 25 Ross Parade, Woodcote Road, Wallington, SM6 8QF TOWER HAMLETS The Camden’s Head 456 Bethnal Green Road, Bethnal Green, E2 0EA The Half Moon 213–233 Mile End Road, Mile End, E1 4AA WALTHAM FOREST The Drum 557–559 Lea Bridge Road, Leyton, E10 7EQ The Kings Ford 250–252 Chingford Mount Road, Chingford, E4 8JL The Walnut Tree 857–861 High Street, Leytonstone, E11 1HH JDW PUBS IN ENGLAND, SCOTLAND, WALES AND NORTHERN IRELAND ANGUS The Corn Exchange Market Place, Arbroath, DD11 1HR BEDFORDSHIRE The Bankers Draft 115 High Street, Bedford, MK40 1NN The Pilgrims Progress 42 Midland Road, Bedford, MK40 1QB The White House 1 Bridge Street, Luton, LU1 1SA BERKSHIRE The Back Of Beyond 104–108 Kings Road, Reading, RG1 3BY The Baron Cadogan 22–24 Prospect Street, Caversham, RG4 8JG The Hope Tap 99–105 Friar Street, Reading, RG1 1EP The Monk’s Retreat 163 Friar Street, Reading, RG1 1HE The Moon And Spoon 86 High Street, Slough, SL1 1EL The Old Manor Church Road, Bracknell, RG12 1BP Wetherspoons High Street, Slough, SL1 1JU BORDERS Hunters Hall 56–58 Galashiels, TD1 1SE BUCKINGHAMSHIRE The Falcon 9 Cornmarket, High Wycombe, HP11 2AX The Last Post 77 The Broadway, Chesham, HP5 1BX The Moon Under Water Xscape, Avebury Boulevard, Milton Keynes, MK9 3NN Wetherspoons 201 Midsummer Boulevard, Bouverie Square Milton Keynes, MK9 1EA BRISTOL The Berkeley 15–19 Queens Road, Clifton, Bristol, BS8 1QE The Commercial Rooms 43–45 Corn Street, Bristol, BS1 1HT The Kingswood Colliers 94–96 Regent Street, Kingswood, BS15 8HP The Magic Box 135–137 Cheltenham Road, Bristol, BS6 5RR The Robert Fitzharding 24 Cannon Street, Bedminster, BS3 1BN PUBLIC HOUSES DIRECTORY The Staple Hill Oak 84–86 High Street, Staple Hill, Bristol BS16 5HN The Picture House 24–26 Princes Drive, Colwyn Bay, LL29 8LA St George’s Hall 203 Church Road, Redfield, BS5 9HL The Sussex 20–26 Sussex Street, Rhyl, LL18 1SG The Van Dyke Forum 748–756 Fishponds Road, Fishponds, Bristol, BS16 3UA COUNTY ANTRIM CAMBRIDGESHIRE The College Arms 40 The Broadway, Peterborough, PE1 1RS The Central Bar 13–15 High Street, Carrickfergus, BT38 7AN The Spinning Mill Broughshane Street, Ballymena, BT43 6EB The Regal 38–39 St Andrews Street, Cambridge, CB2 3AR Wetherspoons 35–37 Bedford Street, Belfast, BT2 7EJ The Golden Lion 44 High Street, Newmarket, CB8 8LB The Wheatsheaf 18–22 Church Terrace, Wisbech, PE13 1BL CHESHIRE Calverts Court Saint Petersgate, Stockport, SK1 1EB The Counting House 18 Swan Bank, Congleton, CW12 1AH The Friar Penketh 4 Barbauld Street, Warrington, WA1 1EB The Grape and Grain 6–12 Swan Street, Wilmslow, SK9 1HE The Kings Hall 13 Station Road, Cheadle Hulme, SK8 5AF The Lodestar 20–22 Brook Street, Neston, CH64 9XL The Penny Black 110 Witton Street, Northwich, CW9 5AA The Premier 93–99 Albert Road, Widnes, WA8 6JS The Society Rooms Park Lane, Macclesfield, SK11 8LF The Unicorn 1–7 Ashley Road, Altrincham, WA14 2DP Wetherspoons 78–92 Foregate Street, Chester, CH1 1HB The Wheatsheaf 43 Overpool Road, Ellesmere Port, CH66 3LN CLEVELAND The Isaac Wilson, 61 Wilson Street, Middlesborough, TS1 1SB The King John’s Tavern 1 South Road, Hartlepool, TS26 9HB The Plimsoll Line 138–142 High Street East, Redcar, TS10 3DH The Thomas Sheraton 4 Bridge Road, Stockton On Tees, TS18 1BH CLWYD The Black Bull Inn High Street, Bangor, LL57 1NS The Elihu Yale 44–46 Regent Street, Wrexham, LL11 1RR COUNTRY LONDONDERRY The Diamond The Diamond, Londonderry, BT48 6HP The Old Courthouse Castlerock Road, Coleraine, BT51 3HP CUMBRIA The Furness Railway Dalton Road, Barrow In Furness, LA14 1HX The Woodrow Wilson 48 Botchergate, Carlisle, CA1 1RG DERBYSHIRE The Babington Arms 11–13 Babington Lane, Derby, DE1 1TA The Crown Crown Square, Matlock, DE4 3AT The Observatory Market Place, Ilkeston, DE7 5QA The Portland Hotel West Bars, Chesterfield, S40 1AY The Red Lion Market Place, Ripley, DE5 3BS The Red Lion 2 Derby Road, Heanor, DE75 7QG The Sir Nigel Gresley Market Street, Swadlincote, DE11 OAD Spa Lane Vaults 34 St Mary’s Gate, Chesterfield, S41 7TH The Standing Order 28–32 Irongate, Derby, DE1 3DP The Wye Bridge House Fairfield Road, Buxton, SK17 7DJ DEVON The Britannia Inn Wolseley Road, Milehouse, Plymouth, PL2 3AA The General Sir Redvers Buller 37 High Street, Crediton, EX17 3JP The Imperial New North Road, Exeter, EX4 4HF The Isaac Merritt 54–58 Torquay Road, Paignton, TQ3 3AA The London Inn 15–16 The Strand, Torquay, TQ1 2AA ANNUAL REPORT AND ACCOUNTS 2001 4 7 PUBLIC HOUSES DIRECTORY The Panniers 33–34 Boutport Street, Barnstaple, EX31 1RX The Moon And Starfish 1 Marine Parade East, Clacton, CO15 1PU The Powder Monkey 2–2a The Parade, Exmouth, EX8 1RJ The Union Rooms 19 Union Street, Plymouth, PL1 2SU The Vigilance 4 Bolton Street, Brixham, TQ5 9DE The White Ball Inn Bridge Street, Tiverton, EX16 5LY DORSET The Greyhound 2 East Street, Bridport, DT6 3LF The Moon Under Water Broxburn Drive, South Ockenden, RM15 5RD The Playhouse 4 St John Street, Colchester, CO2 7AA The Temeraire 55 High Street, Saffron Walden, CB10 1AA Wetherspoons Fairfield Road, Braintree, CM7 3HA EAST SUSSEX Cliftonville Inn 98–101 George Street, Hove, BN3 3YE The Moon In The Square 4–8 Exeter Road, The Square, Bournemouth, BH2 5AQ The Standard Bearer 7–13 Goodmayes Road, Ilford, IG3 9UH The Night Jar 94 Victoria Road, Ferndown, BH22 9JA Wetherspoons 20–22A West Street, Brighton, BN1 1AL Sir Percy Florence Shelley 673–675 Christchurch Road, Boscombe, BH7 6AA Wetherspoons 21–23 Cornfield Road, Eastbourne, BN21 4QD The Royal Oak High West Street, Dorchester, DT1 1UW The Swan 41–43 St Thomas Street, Weymouth, DT4 8EH DUMFRIES AND GALLOWAY Robert The Bruce Buccleuch Street, Dumfries, DG1 1DJ DURHAM The Tanner’s Hall 63–64 Skinnergate, Darlington, DL3 7LL DYFED The York Palace 51 Stepney Street, Llanelli, SA15 3YA The Yr Hen Orsaf Alexandra Road, Aberystwyth, SY23 1LN ESSEX The Anchor Civic Square, Tilbury, RM18 7AD The Blue Boar 39 High Street, Billericay, CM12 9BA The Elms 1060 London Road, Leigh-On-Sea, SS9 3ND The Eva Hart 1128 High Street, Chadwell Heath, RM6 4AH The Globe 65 Rainsford Road, Chelmsford, CM1 2QJ The Last Post Weston Road, Southend-On-Sea, SS1 1AS The Little Elms Dorothy Sayers Drive, Witham, CM8 2LX The Moon On The Square 1–15 Market Square, Basildon, SS14 1DF 4 8 J D W E T H E R S P O O N P L C FIFE The Golden Acorn 1 North Street, Glenrothes, KY7 5NA The Robert Nairn 6 Kirk Wynd, Kirkcaldy, KY1 1EH GLAMORGAN The Bank Statement 57–58 Wind Street, Swansea, SA1 1EP David Protheroe 7 Windsor Road, Neath, SA11 1LS The Ernest Willows 2–12 City Road, Cardiff, CF24 3DL The Gatekeeper 9 Westgate Street, Cardiff, CF10 1DD The Ivor Davis 243–249 Cowbridge Road, Cardiff, CF11 9AN Lord Caradoc 69–73 Station Road, Port Talbot, SA13 1NW The Potters Wheel 86 The Kingsway, Swansea, SA1 5JE The Prince of Wales St Mary Street, Cardiff, CF10 1FA The Wyndham Arms Dunraven Place, Bridgend, CF31 1JE Y Dic Penderyn 102–103 High Street, Merthyr Tydfil, CF47 8AP GLOUCESTERSHIRE The Lord John 15–17 Russell Street, Stroud, GL5 3AA The Moon Under Water 16–28 Bath Road, Cheltenham, GL53 7HA The Regal St Aldate Street, Kings Square, Gloucester, GL1 1RP GRAMPIAN The Archibald Simpson Castle Street, Aberdeen, AB11 5BQ GREATER MANCHESTER The Ash Tree 18 Wellington Road, Ashton Under Lyne, OL6 6DA The Bishop Blaize 708 Chester Road, Stretford, M32 0SF The Brocket Arms Mesnes Road, Wigan, WN1 2DD The Cotton Bale 21–25 Market Place, Hyde, SK14 2LX The Eccles Cross 13 Regent Street, Eccles, M30 0BP The Edwin Waugh 10–12 Market Street, Heywood, OL10 4LY The George and Dragon 185–187 Elliot Street, Tyldesley, M29 8DR The Harbord Harbord 17–21 Long Street, Middleton, M24 6TE The J P Joule Northenden Road, Sale, M33 3BR The Moon Under Water 68–74 Deansgate, Manchester, M3 2FN The Moon Under Water 5–7a Market Place, The Wiend, Wigan, WN1 1PE The Paramount 33–35 Oxford Street, Manchester, M1 4BH The Regal Moon The Butts, Rochdale, OL16 1HB The Robert Peel 5–10 Market Place, Bury, BL9 0LD. The Sedge Lynn 21a Manchester Road, Chorlton-cum-Hardy, M21 9PN The Sir Edwin Chadwick 587 Stockport Road, Longsight, M13 0RX The Spinning Mule 1–2 Nelson Square, Bolton, BL1 1JT Sir Thomas Gerard Gerard Street, Ashton In Makerfield, WN4 9AN The Tim Bobbin 41 Flixton Road, Urmston, M41 5AN The Up Steps Inn 17–23 High Street, Oldham, OL1 3AJ Wetherspoons 49 Piccadilly, Manchester, M1 2AP GWENT The Godfrey Morgan 158 Chepstow Road, Newport, NP9 8EG The Olympia Morgan Street, Tredegar, NP22 3ND The Picture House Market Street, Bethcar Street, Ebbw Vale, NP3 6HP The Sirhowy 61–63 High Street, Blackwood, NP2 1BA Wetherspoons Unit 10–12, The Cambrian Centre, Newport, NP9 4AD The Pennsylvanian 115–117 High Street, Rickmansworth, WD3 1AN GWYNEDD The Palladium 7 Gloddaeth Street, Llandudno, LL30 2DD Tafarn Y Porth 5–9 Eastgate Street, Caernarfon, LL55 1AG HAMPSHIRE The Bright Water Inn 370–372 Shirley Road, Shirley, SO15 3HY The First Post 42 High Street, Cosham, PO6 3AG S. Fowler & Co 41–43 Union Street, Ryde, PO33 2LF The Giddy Bridge 10–16 London Road, Southampton, SO15 2AE The Isambard Kingdom Brunel 2 Guildhall Walk, Portsmouth, PP1 2DB The John Jacques 78–82 Fratton Road, Portsmouth, PO1 5BZ The Lord Arthur Lee 100–108 West Street, Fareham, PO16 0EP The Old Gaol House 11 Jewry Street, Winchester, SO23 8RZ The Parchment Makers 1 Park Road North, Havant, PO9 1HE The Prince Arthur 238 Fleet Road, Fleet, GU13 8BX The Sir John Baker 80 London Road, Portsmouth, PO2 0LX The Standing Order 30 High Street, Southampton, SO14 2DF The Star 28–29 High Street, Gosport, PO12 1DQ HEREFORDSHIRE The Mail Rooms Gloucester Road, Ross On Wye, HR9 5LQ HERTFORDSHIRE The Admiral Byng 186–192 Darkes Lane, Potters Bar, EN6 1AF The Cross Keys 7 Chequer Street, St Albans, AL1 3XZ The Crown 145 High Street, Berkhamsted, HP4 3HH The Full House 128 The Marlowes, Hemel Hempstead, HP1 1EP The Hart & Spool 148 Shenley Road, Borehamwood, WD6 1EQ The King James 2–3 Lynton Parade, Turners Hill, Cheshunt, EN8 8LF The Moon And Cross 104–106 High Street, Waltham Cross, EN8 7BX The Moon Under Water 44 High Street, Watford, WD17 2BS The Standard Bearer Unit 1, The Plaza, Dane Street, Stevenage, SG1 4AD The Standing Order 33 High Street, Stevenage, SG1 3AU The Three Magnets 18-20 Leys Avenue, Letchworth, SG6 3EW Wetherspoons Bridlington Road, South Oxhey, Watford, WD1 6AG HUMBERSIDE The Admiral Of The Humber Anlaby Road, Kingston Upon Hull, HU1 2NT Blue Bell Inn 1–7 Oswald Road, Scunthorpe, DN15 7PU The Prior John 34–36 Promenade, Bridlington, YO15 2ED Three John Scotts Aldred Gelder Street/Lowgate, Kingston Upon Hull HU1 1XW The Zachariah Pearson 386 Beverley Road, Kingston Upon Hull, HU5 1LH KENT The County Hotel 10 High Street, Ashford, TN24 8TD The Eight Bells 19 Cannon Street, Dover, CT18 1BZ The Golden Lion 147–149 High Street, Rochester, ME1 1EL The Humphrey Bean 94 High Street, Tonbridge, TN9 1AP The Leading Light 20–22 Preston Street, Faversham, ME13 3NZ The Mechanical Elephant 28–30 Marine Terrace, Margate, CT9 1XJ The Muggleton Inn 8–9 High Street, Maidstone, ME14 1HJ The Opera House 88 Mount Pleasant Road, Tunbridge Wells, TN1 1RE The Paper Moon 55 High Street, Dartford, DA1 1DS The Robert Pocock 181–183 Windmill Street, Gravesend, DA12 1AH The Saxon Shore Central Parade, Herne Bay, CT6 5HT The Sennockian 139–141 High Street, Sevenoaks, TN13 1UX The Summoner High Street, Sittingbourne, ME10 4AY The Thomas Ingoldsby 5–9 Burgate, Canterbury, CT1 2HG The West Gate Inn 1–3 North Lane, Canterbury, CT2 7LB Wetherspoons Unit 23, Westmoreland Place, Bromley, BR1 1DS Wetherspoons 10 Rendezvous Street, Folkestone, CT20 1EY PUBLIC HOUSES DIRECTORY LANARKSHIRE The Clydesdale Inn 15 Bloomgate, Lanark, ML11 9EZ The Vulcan 181 Main Street, Coatbridge, ML5 3HH The Wishaw Malt 62–66 Kirk Road, Wishaw, ML2 7BL LANCASHIRE The Auctioneer 235–237 Lytham Road, Blackpool, FY1 6ET The Grey Friar 144 Friargate, Preston, PR1 2EJ The Postal Order 15 Darwen Street, Blackburn, BB2 2BY The Station Hotel Hibson Road, Nelson, BB9 9SB The Thomas Drummond London Street, Fleetwood, FY7 6JY The Trawl Boat Inn 36–38 Wood Street, Lytham St. Annes, FY8 1QR LEICESTERSHIRE The Baron Of Hinckley 5-7 Regent Street, Hinckley, LE10 0AZ The High Cross 103–105 High Street, Leicester, LE1 4BJ The Last Plantagenet 107 Granby Street, Leicester, LE1 6FD The Lord Keeper Of The Great Seal 96–100 The Parade, Oadby, LE2 5BF The Moon And Bell 6 Wards End, Loughborough, LE11 3HA The Sugar Loaf 18 High Street, Market Harborough, LE16 7NJ The William Wygston 84 Leicester Road, Wigston, LE18 1DR LINCOLNSHIRE The Moon Under Water 6 High Street, Boston, PE21 8HS The Red Lion Lumley Road, Skegness, PE25 2RU The Forum 13–14 Silver Street, Lincoln, LN2 1DY The Ritz 143–147 High Street, Lincoln, LN5 7PJ The Sweyn Forkbeard 22–24 Silver Street, Gainsborough, DN21 2DP The Tollemache Inn 17 St Peters Hill, 28 Catherines Road, Grantham, NG31 6QF The Yarborough Hotel 29 Bethlethem Street, Grimsby, DN31 1JN LOTHIAN The Standing Order 62–66 George Street, Edinburgh, EH2 2RA ANNUAL REPORT AND ACCOUNTS 2001 4 9 PUBLIC HOUSES DIRECTORY Wetherspoons First Floor Bar, Landside, Edinburgh Airport, EH12 9DN The Globe Hotel King Street, King’s Lynn, PE30 1EZ Wetherspoons First Floor Bar, Airside, Edinburgh Airport, EH12 9DN The Lattice House Chapel Street, King’s Lynn, PE30 1EG The Troll Cart 7–9 Regent Road, Great Yarmouth, NR30 2AF The Whiffler Boundary Road, Hellesdon, Norwich, NR6 5JQ NORTH HUMBERSIDE The City and Country Market Square, Goole, DN14 5AT NORTH YORKSHIRE The Lord Rosebery 85–87 Westborough, Scarborough, YO11 1JP NORTHAMPTONSHIRE The Earl Of Dalkeith 13–15 Dalkeith Place, Kettering, NN16 0BS The Moon On The Square 6 The Parade, Market Square, Northampton, NN1 2EE The Red Well 16 Silver Street, Wellingborough, NN8 1BD Wetherspoons 8 St. Peters Way, Northampton, NN1 1PS NORTHUMBERLAND The Forum Market Square, Hexham, NE47 6XF The Leaping Salmon Bank Hill, Berwick Upon Tweed, TD15 1BG The Rohan Kanhai 1–4 Woodhorn Road, Ashington, NE63 9UX NOTTINGHAMSHIRE The Company Inn Castle Wharf, Nottingham, NG1 7EH The Courthouse Market Place, Mansfield, NG18 1HX The Ernehale 149–151 Nottingham Road, Arnold, NG5 6JN The Last Post Chilwell Road, Beeston, NG9 1AA The Picture House Fox Street, Sutton In Ashfield, NG17 1BD The Pilgrim Oak 44–46 High Street, Hucknall, NG15 7AX OXFORDSHIRE The Catherine Wheel 7–15 Hart Street, Henley On Thames, RG9 2AR The Exchange 49–50 High Street, Banbury, OX16 8LD The Penny Black 58 Sheep Street, Bicester, OX6 7JW PERTH AND KINROSS The Capital Asset 26 Tay Street, Perth, TH1 5LQ POWYS The Bears Head 37–39 Windsor Road, Penarth, CF64 1JD SHROPSHIRE The Church Wicketts Church Road, Mainslee Nr Telford, TF4 2AS The Red Lyon 46 High Street, Whitchurch, SY13 1BB The Shrewsbury Hotel Bridge Place, Shrewsbury, SY1 1PU SOMERSET The Dragon Inn 15 Meadow Street, Weston Super Mare, BS23 1QG The Perkin Warbeck 22–23 East Street, Taunton, TA1 3LP The William Dampier 97 Middle Street, Yeovil, BA20 1LN SOUTH YORKSHIRE The Bankers Draft 1–3 Market Place, Sheffield, S1 2GH The Blue Coat The Crofts, Rotherham, S60 2DJ The Church House Montgomery Square, Wath-Upon-Dearn, Rotherham S63 7RZ The Court House Station 24 Regent Street, Barnsley, S70 2HG The Rhinoceros 35–37 Bridgegate, Rotherham, S60 1PL Wetherspoons Cambridge Street, Sheffield, S1 4HN STAFFORDSHIRE The Roebuck Inn 9–11 St. James Street, Nottingham, NG1 6FH The Acorn Inn 12–18 Tamworth Street, Lichfield, WS13 6JJ Sir John Arderne 1–3 Church Street, Newark, NG24 1DT The Twitchel Inn Howitt Street, Long Eaton, NG10 1ED Wetherspoons 11–12 South Parade, Nottingham, NG1 2JS The White Lion Park Street, Worksop, S80 1HE The Bolebridge Bolebridge Street, Tamworth, B79 7PA The Bradley Green 68 High Street, Biddulph, ST8 6AS The Last Post Transport Lane, Longton, ST3 2HN The Linford Arms 79 High Green, Cannock, WS11 1BN MERSEYSIDE The Brass Balance 39–47 Argyle Street, Birkenhead, CH41 6AB The Glass House Market Street, St. Helens, WA10 1NE The Gold Balance 6–10 New Town Gardens, Kirkby, L32 8RR Hoylake Lights 52–54 Market Street, Hoylake, CH47 3BB The John Laird Europa Centre, Birkenhead, CH41 4AP The Mock Beggar Hall 239–243 Hoylake Road, Moreton, CH46 0SL The Oak Tree Liverpool Road, Huyton, Liverpool, L36 0PU The Raven 72 Walton Vale, Liverpool, L9 2BU Wetherspoons Units 1,2 & 3 Charlotte Row, Great Charlotte Street Liverpool, L1 1HU Wetherspoons 93–97 Lord Street, Southport, PR8 1RH Wetherspoons 694 Queens Drive, Stoneycroft, L13 5UH The Wild Rose 2a & 1b The Triad Centre, Stanley Road, Bootle, L20 3ET MIDDLESEX The George 2–8 High Street, Staines, TW18 4EE The Titchenham Inn 11 Swakeleys Road, Ickenham, UB10 8DF MIDLOTHIAN The Foot Of The Walk 183 Constitution Street, Leith, EH6 7AA MONMOUTHSHIRE The Coliseum Lion Street, Abergavenny, NP7 5PE The King’s Head 8 Agincourt Square, Monmouth Street, Monmouth NP5 3DY MORAYSHIRE The Muckle Cross 34 High Street, Elgin, IV30 1BU NORFOLK The Bell Hotel 5 Orford Hill, Norwich, NR1 3QB The City Gate 5–7 Dereham Road, Norwich, NR2 4HX 5 0 J D W E T H E R S P O O N P L C The Lord Burton 154 High Street, Burton Upon Trent, DE14 1JE The Picture House Bridge Street, Stafford, ST16 2HL The Plaza Horsefair, Rugeley, WS15 2EH The Reginald Mitchell Tontine Street, Hanley, ST1 1NQ The Sun 17–21 London Road, Redhill, RH1 1LY The Swan Inn 15 High Street, Haslemere, GU27 2HG Wetherspoons 51–57 Chertsey Road, Woking, GU21 5AJ TAYSIDE The Wheatsheaf 84 –92 Church Street, Stoke On Trent, ST4 1BU The Counting House 67–71 Reform Street, Dundee, DD1 1SP STRATHCLYDE TYNE & WEAR The Counting House 2 St Vincent Place, George Street, Glasgow, G2 2DH The Ben Lomond Grange Road West, Jarrow, NE32 3JY The Plaza Tavern Westgate Road, Benwell, NE4 9ND The Crystal Palace 36 Jamaica Street, Glasgow, G1 4DQ The Esquire House Esquire House, Anniesland, G12 0AJ PUBLIC HOUSES DIRECTORY The City Arms Earlsdon Street, Earlsdon, Coventry, CV5 6EP The Clifton Bull Ring, Sedgley, DY3 1RX The Figure Of Eight 236–239 Broad Street, Birmingham, B1 2HG The Flying Standard 2–10 Trinity Street, Coventry, CV1 1FL The Full Moon 58–60 High Street, Dudley, DY1 1PY The Hornet 991 Alum Rock Road, Birmingham, B8 2LZ The Imperial Darwall Street, Walsall, WS1 1DA The Malthouse The Dale, New Road, Willenhall, WV13 2BG The Quayside Bar 35–37 The Close, Newcastle Upon Tyne, NE1 3RN The Moon Under Water 164–166 High Street, Cradley Heath, B64 5HJ The Hengler’s Circus 351–363 Sauchiehall Street, Glasgow, G2 3HU The Union Rooms 48 Westgate Road, Newcastle Upon Tyne, NE1 1TT The Moon Under Water Old Fallings Lane, Low Hill, Wolverhampton, WV10 8BT The James Watt 80–92 Cathcart Street, Greenock, PA15 1AA Wetherspoons 77 Metrocentre, Gateshead, NE11 9XX The Moon Under Water 53–55 Lichfield Street, Wolverhampton, WV1 1EQ The Last Post County Square, Paisley, PA1 1BN The Salt Cot Hamilton Street, Saltcoats, KA21 5DX Sir John Stirling Maxwell 140 Kilmarnock Road, Glasgow, G41 3NN The West Kirk 58a Sandgate, Ayr, KA7 1BX The Wheatsheaf Inn Portland Gate, Kilmarnock, KA1 1JQ SUFFOLK The Cricketers 51 Crown Street, Ipswich, IP1 3LD The William Jameson 30–32 Fawcett Street, Sunderland, SR1 1RH The Wouldhave Mile End Road, South Shields, NE33 1TA WARWICKSHIRE The Bear and Ragged Staff 50 King Street, Bedworth, CV12 8JA The Moon Under Water 33 Kesteven Road, West Bromwich, B71 1JQ The Royal Tiger 41–43 High Street, Wednesfield, WV11 1ST The Sampson Lloyd 24–26 Cape Hill, Smethwick, B66 4RN The Sir Henry Newbolt 45–47 High Street, Bilston, WV14 0EP The Benjamin Satchwell 112–114 The Parade, Leamington Spa, CV32 4AQ The Spread Eagle 1146 Warwick Road, Acocks Green, Birmingham, B27 6BP The Felix Holt Startford Street, Nuneaton, CV11 5BS The Square Peg 115 Corporation Street, Birmingham, B4 6PH The Golden Bee 41–42 Sheep Street, Stratford Upon Avon, CV37 6EE The Drabbet Smock 5–6 Peashill, Market Hill, Haverhill, CB9 8BB Rupert Brooke 10 Castle Street, Rugby, CB21 2TP The Golden Lion 10 Cornhill, Ipswich, IP1 1DB SURREY The Cap In Hand 174 Hook Rise, Surbiton, KT6 5DE The Coronation Hall St Mark’s Hill, Surbiton, KT6 4LQ WEST LOTHIAN James Young 32 Hopetoun Street, Bathgate, EH48 4EU WEST MIDLANDS The Bell Wether 3–4 Walsall Street, Wednesbury, WS10 9BZ The Edmund Tylney 30–34 High Street, Leatherhead, KT22 8AW The Billiard Hall St Michael’s Ringway, West Bromwich, B70 7AB The Jack Phillips High Street, Godalming, GU7 1DY The Bishop Vesey 63 Boldmere Road, Boldmere, Sutton Coldfield, BY3 5UY The Kings Tun 153–157 Clarence Street, Kingston Upon Thames, KT1 1QT Bottle Of Sack Birmingham Road, Sutton Coldfield, B72 1RR The Oxted Inn 1–4 Station Road West, Oxted, RH8 9HR The Briar Rose 25 Bennetts Hill, Birmingham, B2 5RS The Regent 19 Church Street, Walton On Thames, KT12 2QP The Britannia 124 Halesowen Street, Rowley Regis, B65 0ES The Rodboro Buildings 1–10 Bridge Street, Guildford, GU1 4RY The Charlie Hall 49 Barnabus Road, Erdington, B23 6SH The Waterfront Inn 6–7 The Waterfront, Level Street, Brierley Hill (Merry Hill) Nr Birmingham, DY5 1XE Wetherspoons Unit 31, Paradise Place, Birmingham, B3 3HJ Wetherspoons Hungary Hill, Stourbridge, DY9 7NJ The William Shenstone 1–5 Queensway, Halesowen, B63 4AB WEST SUSSEX Dolphin & Anchor Hotel West Street, Chichester, PO19 1QE The George 14 Surrey Street, Littlehampton, BN17 5BG The Hatters Inn 2–10 Queensway, Bognor Regis, PO21 4QT The Jubilee Oak 6 Grand Parade, High Street, Crawley, RH10 1BU The Lynd Cross St John’s House, Springfield Road, Horsham, RH12 2PG The Red Lion International Departure Lounge, North Terminal, (Airside) Gatwick Airport, RH6 0NP ANNUAL REPORT AND ACCOUNTS 2001 51 WORCESTERSHIRE Golden Cross Hotel 20 High Street, Bromsgrove, B88 6HH The Hare & Hounds 140 Stourbridge Road, Kidderminster, DY10 2UL The Old Swanne Inn 66 High Street, Evesham, WR11 4AG The Postal Order 18 Foregate Street, Worcester, WR1 1DE The Rising Sun Unit 4, Alcester Road, Redditch, B98 8AE The Penny Black 16–18 Bull Ring, The Swan Centre, Kidderminster Hereford, DY10 2DR Ye Olde Crown Inn 9 Bridge Street, Stourport on Severn, DY13 8XB J D WETHERSPOON LODGES The Briar Rose 25 Bennetts Hill, Birmingham, B2 5RS The Globe Hotel King Street, King’s Lynn, PE30 1EZ The Golden Acorn 1 North Street, Glenrothes, KY7 5NA The Portland Hotel West Bars, Chesterfield, S40 1AY The Shrewsbury Hotel Bridge Place, Shrewsbury, SY1 1PU LLOYDS NO 1 PUBS Lloyds No. 1 18 High Street, Coventry, West Midlands, CV1 5RE Lloyds No. 1 18–20 Parliament St, Harrogate, North Yorks, HG1 1DL Lloyds No. 1 168 High Street, Hornchuch, Essex, RM12 6QU Lloyds No. 1 Trinity House Lane, Kingston upon Hull, HU1 2JD Lloyds No. 1 23–25 Great George Street, Leeds, LS1 2BB Lloyds No. 1 The Corn Exchange, Market Place, Leicester, LE1 5GG Lloyds No. 1 1 Bird Street, Lichfield, Staffordshire, WS13 6UP Lloyds No. 1 The Printworks, Manchester, M4 7NP Lloyds No. 1 7 Savoy Crescent, Milton Keynes, MK9 3PU Lloyds No. 1 98–102 Abington Street, Northampton, NN21 2AN Lloyds No. 1 1 Carlton Street, Nottingham, NG1 1NL Lloyds No. 1 Cambridge House, 2–12 Division Street, Sheffield, S1 4GF Lloyds No. 1 3–7 Market Place, Warwick, CV34 4SB Lloyds No. 1 72–74 The Parade, Watford, WD1 2AW PUBLIC HOUSES DIRECTORY The Sir Timothy Shelley 47–49 Chapel Road, Worthing, BN11 1EG The Village Inn South Terminal, (Landside), Gatwick Airport, RH6 0NP WEST YORKSHIRE Sir Titus Salt Unit B, Windsor Baths, Morley Street, Bradford, BD7 1AQ Stick Or Twist The Podium Site, Merrion Way, Leeds, LS2 8PD The Barum Top Rawson Street, Halifax, HX1 1NX The Becketts Bank 28–30 Park Row, Leeds, LS1 5HU The Glass Blower 15 Bank Street, Castleford, WF10 1JD The Moon Under Water Rigton Drive, Burmantofts, Leeds, LS9 7PU The Moon Under Water 2 Batley Road, Wakefield, WF2 0EE The Myrtle Grove 141 Main Street, Bingley, BD16 1AJ The Obediah Brooke 19 Bradford Road, Cleckheaton, BD19 3JH The Richard Oastler Bethel Street, Brighouse, HD6 1JN The Six Chimneys 41–43 Kirkgate, Wakefield, WF1 1HX The Sun Hotel 3 Kirkgate, Shipley, BD18 3QP The Three Hulats 13 Harrogate Road, Chapel Allerton, Leeds, LS7 3NB The Time Piece 11–15 Northgate, Dewsbury, WF13 1DS The Union Rooms 4 Hick Lane, Batley, WF17 5HW Wetherspoons North Concourse, City Station, Leeds, LS1 4DS WILTSHIRE The Groves Company Inn 22–23 Fleet Street, Swindon, SN1 1RQ The Savoy 38–40 Regent Street, Swindon, SN1 1JL Sir Isaac Pitman Market Place Trowbridge, BA14 8AL 5 2 J D W E T H E R S P O O N P L C Designed by WLG Design Photography by John Ruddick Printed by Perivan Colour Print J D Wetherspoon plc Wetherspoon House Central Park Reeds Crescent Watford Hertfordshire WD24 4QL Telephone 01923 477777 www.jdwetherspoon.co.uk