Applegreen plc (“Applegreen” or the “Company”), is pleased to announce the successful completion of the placing of new Ordinary Shares announced on 28 September 2017 (the “Placing”).
A total of 8,082,105 Placing Shares in Applegreen have been placed by Goodbody and Shore Capital at a price of €5.80 (£5.09) per Placing Share, raising total gross proceeds of approximately €46.9 million (£41.1 million) for the Company. The Placing Shares being issued represent approximately 10.0 per cent. of the Company’s issued share capital prior to the Placing.
The Placing Shares will, when issued, be fully paid and will rank pari passu in all respects with the existing Ordinary Shares including the right to receive all future dividends and distributions declared, made or paid by reference to a record date falling after their issue.
The Company has applied for Admission of the Placing Shares to listing on AIM, a market operated by the London Stock Exchange plc, and ESM, a market of the Irish Stock Exchange plc. It is expected that settlement of subscriptions in respect of the Placing Shares and Admission will take place and that trading in the Placing Shares will commence at 8.00am (Dublin Time) on 5 October 2017.
Goodbody and Shore Capital acted as Joint Bookrunners in connection with the Placing.
Capitalised terms used but not defined in this announcement have the same meaning as set out in the placing announcement of the Company released on 28 September 2017.
Commenting on the Placing, CEO Bob Etchingham said:
“We are delighted to complete the Placing and are very pleased with the very strong support we received from new and existing shareholders. The funds raised will ensure Applegreen is well positioned to continue to invest in opportunities for growth across our three markets.”
About the Company
Established in 1992, Applegreen is a major petrol forecourt retailer with operations in the Republic of Ireland, the United Kingdom and the USA. The Company is pursuing a growth strategy focused on acquiring and developing new sites in each of the three markets in which it operates. As at 30 June 2017, the business operated 275 forecourt sites and employed c 4,000 people.
The Company offers a distinctive convenience retail offering in the forecourt space with three key elements:
· A “low fuel prices, always” price promise to drive footfall to the stores;
· A “Better Value Always” tailored retail offer; and
· A strong food and beverage focus aiming to offer premium products and service to the customer.
Applegreen has a number of strategic partnerships with international brands including Burger King, Subway, Costa Coffee, Greggs, Lavazza, Chopstix, Freshii and 7-Eleven. The business also has its own food offer through the Bakewell café brand.
Applegreen is the number one Motorway Service Area operator in the Republic of Ireland.
For further information, please contact:
Bob Etchingham, CEO +353 (0) 1 512 4800
Niall Dolan, CFO
Malachy McEntyre +44 (0) 20 7408 4090
Joe Gill +353 (0) 1 667 0420
Drury Porter Novelli:
Paddy Hughes +353 (0) 1 260 5000
This announcement (the “Announcement”), and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States including its territories and possessions, any state of the United States or the District of Columbia), Canada, Australia, Japan or the Republic of South Africa, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction (the “Restricted Jurisdictions”). This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in any Restricted Jurisdiction or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold outside the United States in offshore transactions in compliance with Regulation S under the Securities Act. The Placing Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any relevant state or other jurisdiction of the United States. No public offering of the Placing Shares is being made in the United States. Persons receiving this Announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails or facilities of interstate commerce, directly or indirectly, in connection with the Placing. This Announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation would be unlawful. This Announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.
No action has been taken by the Company, Shore Capital or Goodbody Stockbrokers or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.
This Announcement is directed at and is only being distributed to: (A) persons in member states of the European Economic Area (other than the United Kingdom) who are “qualified investors”, as defined in article 2.1(e) of the Prospectus Directive (Directive 2003/71/EC), as amended (the “Prospectus Directive”), (B) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of “investment professionals” in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “FPO”) or fall within the definition of “high net worth companies, unincorporated associations etc” in article 49(2)(a) to (d) of the FPO and (ii) are “qualified investors” as defined in section 86 of the Financial Services and Markets Act 2000, as amended (“FSMA”) or (C) persons to whom it may otherwise lawfully be communicated (each in (A), (B) or (C), a “Relevant Person”). No other person should act on or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person.
This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement or the Placing relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placing set out in this Announcement are for information purposes only.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.
This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
No prospectus or offering document will be made available in connection with the matters contained in this Announcement and no such prospectus or offering document is required (in accordance with the Prospectus Directive) to be published.
The information contained in this Announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy, fairness or completeness.
Certain statements in this Announcement are forward-looking statements which are based on the Company’s expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as “aim”, “anticipate”, “believe”, “could”, “intend”, “estimate”, “expect”, “plans”, “projects”, “targets”, “will” and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve known and unknown risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company’s businesses operate, amongst other things, to differ materially from the matter expressed or implied by the forward-looking statements. . Given those risks, assumptions and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements are not guarantees of future performance and speak only as of the date of such statements and, except as required by the UK Financial Conduct Authority (“FCA”), the London Stock Exchange, the Irish Stock Exchange, the Central Bank of Ireland or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Any indication in this Announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to the future price at which the Ordinary Shares may be bought or sold. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
Shore Capital and Corporate Limited which is authorised and regulated by the FCA, acts as nominated adviser to the Company for the purposes of the AIM Rules. Shore Capital Stockbrokers Limited which is a member of the London Stock Exchange and is authorised and regulated by the FCA, is acting as joint bookrunner to the Company for the purpose of the Placing. Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited are acting exclusively for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited or for providing advice in relation to the Placing, or any other matters referred to in this Announcement.
Goodbody Stockbrokers, which is regulated in Ireland by the Central Bank of Ireland, acts as ESM adviser to the Company for the purposes of the ESM Rules, and is also acting as joint bookrunner to the Company for the purpose of the Placing. Goodbody Stockbrokers is acting exclusively for the Company and for no one else in connection with the Placing and will not be responsible to any other person for providing the protections afforded to clients of Goodbody Stockbrokers or for providing advice in relation to the matters referred to in this Announcement.
Save for the responsibilities and liabilities, if any, of Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited under FSMA or the regulatory regime established thereunder, no representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of Shore Capital and Corporate Limited, Shore Capital Stockbrokers Limited, Goodbody Stockbrokers or by their respective affiliates, agents, directors, officers and employees as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM, a market of that name operated by the LSE, and ESM, a market operated by the ISE.
Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.
Neither the content of the Company’s website (or any other website) nor the content of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into, or forms part of, this Announcement.
This Announcement has been issued by the Company and is the sole responsibility of the Company. Niall Dolan is the person responsible in the Company for the release of this announcement.