AIM Schedule One - Applegreen Plc (5621C)
02 October 2018 - 12:00AM
UK Regulatory
TIDMAPGN
RNS Number : 5621C
AIM
01 October 2018
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION
IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM
RULES")
COMPANY NAME:
Applegreen plc ("Applegreen" or the "Company")
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES):
Block 17, Joyce Way, Parkwest, Dublin 12, Republic of Ireland
COUNTRY OF INCORPORATION:
Republic of Ireland
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
http://investors.applegreenstores.com/
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE
TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
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 2018, the business operated 368
forecourt sites and employed approximately 5,300 people. Applegreen
is the number one motorway service area ("MSA") operator in
the Republic of Ireland.
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 offering through the Bakewell café brand.
Applegreen's ordinary shares of EUR0.01 each ("Ordinary Shares"),
are admitted to trading on AIM and the Company has entered
into conditional contracts to acquire a 50.01 per cent. holding
in Appia Group Limited, the holding company of the Welcome
Break group ("Welcome Break"), further details of which are
set out in the admission document published by the Company
on 28 September 2018 (the "Transaction").
The Transaction constitutes a reverse takeover under Rule 14
of the AIM Rules for Companies ("AIM Rules").
Welcome Break is one of the three largest MSA operators in
the UK, attracting approximately 85 million motorway customers
per year. Welcome Break's portfolio consists of 24 MSAs (10
of which are double MSAs on either side of the motorway), two
TRSAs, 20 Starbucks Drive-Thrus as well as 20 Days Inn and
9 Ramada Hotels. It employs approximately 5,000 staff to operate
a range of food and retail brands such as Waitrose, Starbucks,
Pizza Express, Harry Ramsden's, Subway, WH Smith, KFC and Burger
King.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS
AS TO TRANSFER OF THE SECURITIES (i.e. where known, number
and type of shares, nominal value and issue price to which
it seeks admission and the number and type to be held as treasury
shares):
120,496,053 Ordinary Shares
No Ordinary Shares to be held in treasury.
There are no restrictions on the transfer of Ordinary Shares.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
Capital to be raised on Admission: c.GBP156.3 million (EUR175.0
million)
Market capitalisation on Admission: GBP654.1 million (EUR732.6
million)
Note: Sterling amounts calculated using exchange rate of GBP1:
EUR1.12. Market capitalisation on Admission is based on the
issue price of the capital to be raised on Admission, being
GBP5.43 (EUR6.08) per new Ordinary Share.
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
Approximately 41.4 per cent.
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH
THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE
OR WILL BE ADMITTED OR TRADED:
Application will also be made to have the Company's shares
re-admitted to trading on the ESM Market operated by the Irish
Stock Exchange plc.
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including
any other name by which each is known):
Daniel (Danny) John Kitchen (Non-Executive Chairman)
Robert (Bob) Christopher Etchingham (Chief Executive Officer)
Joseph (Joe) James Barrett (Chief Operating Officer)
Niall Dolan (Chief Financial Officer)
Howard Michael Millar (Non-Executive Director)
Martin Andrew Southgate (Non-Executive Director)
Brian Patrick Geraghty (Non-Executive Director)
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED
AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER
ADMISSION (underlining the first name by which each is known
or including any other name by which each is known):
Before Admission Significant shareholder Number of Ordinary Percentage of the
Shares Ordinary Shares
B&J Holdings Limited ("B&J")(1) 48,136,842 52.5%
------------------- ------------------
Axa Investment Managers
UK 9,075,454 9.9%
------------------- ------------------
12 West Capital Management
LP 5,218,359 5.7%
------------------- ------------------
Old Mutual 4,468,000 4.9%
------------------- ------------------
(1) B&J is an entity owned by Bob Etchingham and Joe Barrett
who are the Company's CEO and COO respectively.
After Admission Significant shareholder Number of Ordinary Percentage of the
Shares Ordinary Shares
B&J Holdings Limited ("B&J")(1) 49,781,579 41.3%
------------------- ------------------
Axa Investment Managers
UK 11,136,454 9.2%
------------------- ------------------
12 West Capital Management
LP 6,272,677 5.2%
------------------- ------------------
Old Mutual 5,243,600 4.4%
------------------- ------------------
Royal London 4,540,474 3.8%
------------------- ------------------
Allianz 3,881,104 3.2%
------------------- ------------------
(1) B&J is an entity owned by Bob Etchingham and Joe Barrett
who are the Company's CEO and COO respectively.
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
N/A
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION
DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
(i) 31 December
(ii) With respect to Applegreen, 30 June 2018 (unaudited interim
report)
With respect to Welcome Break, 31 January 2018
(iii) 30 June 2019; 30 September 2019; 30 June 2020
EXPECTED ADMISSION DATE:
25 October 2018
NAME AND ADDRESS OF NOMINATED ADVISER:
Shore Capital and Corporate Limited
Bond Street House
14 Clifford Street
London
W1S 4JU
NAME AND ADDRESS OF BROKER:
Shore Capital Stockbrokers Limited
Bond Street House
14 Clifford Street
London
W1S 4JU
Goodbody Stockbrokers
Ballsbridge Park
Ballsbridge
Dublin 4
Ireland
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE
(POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE
AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
The Admission Document, which contains full details about the
Company and the admission of its Ordinary Shares, is available
to view on the Company's website: http://investors.applegreenstores.com/
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO
APPLY
QCA Corporate Governance Code
DATE OF NOTIFICATION:
1 October 2018
NEW/ UPDATE:
New
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END
PAAFKDDKNBDDQKK
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