Applegreen PLC ESM - Schedule One (5901C)
October 01 2018 - 11:13AM
UK Regulatory
TIDMAPGN
RNS Number : 5901C
Applegreen PLC
01 October 2018
Pre-Admission Announcement
ESM Schedule 1
Announcement to be made by the ESM Applicant prior to admission
in accordance with
rule 2 of the ESM Rules for Companies
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All Applicants must complete the following
Company name Applegreen plc
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Company registered address and if different, company trading
address (including postcodes)
Block 17, Joyce Way, Parkwest, Dublin 12, Ireland
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Country of incorporation Republic of Ireland
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Company website address containing all information required
by rule 26 in the ESM Rules
for Companies
http://investors.applegreenstores.com/
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Company business (including main country of operation)
or, in the case of an investing company, details of its
investing strategy. If the admission is sought as a result
of a reverse takeover under rule 14 of the ESM Rules for
Companies, 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 ESM and 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 ESM Rules ("ESM 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 securities (i.e. where known, number
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.
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Capital to be raised on admission (if applicable) and anticipated
market capitalisation on admission
Capital to be raised on Admission: EUR175.0 million
Market capitalisation on Admission: EUR732.6 million
Market capitalisation on Admission is based on the issue
price of the capital to be raised on Admission, being EUR6.08
per new Ordinary Share.
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Percentage of ESM securities not in public hands on admission
Approximately 41.4 per cent.
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Details of any other exchange or trading platform to which
the ex-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 AIM operated by London Stock
Exchange plc.
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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)
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Full names and holdings of significant shareholders, expressed
as a percentage of the issued share capital, before or
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 Ordinary
Shares Shares
B&J Holdings Limited ("B&J")(1) 48,136,842 52.5%
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Axa Investment Managers
UK 9,075,454 9.9%
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12 West Capital Management
LP 5,218,359 5.7%
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Old Mutual 4,468,000 4.9%
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(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 Ordinary
Shares Shares
B&J Holdings Limited ("B&J")(1) 49,781,579 41.3%
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Axa Investment Managers
UK 11,136,454 9.2%
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12 West Capital Management
LP 6,272,677 5.2%
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Old Mutual 5,243,600 4.4%
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Royal London 4,540,474 3.8%
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Allianz 3,881,104 3.2%
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(1) B&J is an entity owned by Bob Etchingham and Joe Barrett
who are the Company's CEO and COO respectively.
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Names of all persons to be disclosed in accordance with
schedule two, paragraph (h) of the ESM Rules for Companies
N/A
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i anticipated accounting reference date 31 December
ii date to which the main financial information
in the admission document has been prepared With respect
to Applegreen,
30 June 2018
(unaudited interim
report). With
respect to Welcome
Break, 31 January
2018
iii dates by which it must publish its first
three reports pursuant to Rules 18 and 19 30 June 2019;
in the ESM Rules for Companies 30 September
2019; 30 June
2020
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Expected admission date 25 October 2018
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Name and address of ESM Adviser Goodbody Stockbrokers UC
Ballsbridge Park
Ballsbridge
Dublin 4
Ireland
Name and address of broker Goodbody Stockbrokers UC
Ballsbridge Park
Ballsbridge
Dublin 4
Ireland
Shore Capital Stockbrokers
Limited
Bond Street House
14 Clifford Street
London
W1S 4JU
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
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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/
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Date of notification 1 October 2018
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New/update (see note): New
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Quoted Applicants must also complete the following
The name of the ESM designated market upon which the Applicant's
securities have been traded
ESM operated by the Irish Stock Exchange plc and AIM operated
by the London Stock Exchange plc
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The date from which the Applicant's securities have been
so traded
19 June 2015
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Confirmation that, following due and careful enquiry, the
Applicant has adhered to any legal and regulatory requirements
involved in having its securities traded upon such a market
or details of where there has been any breach
Confirmed
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An address or web-site address where any documents or announcements
which the Applicant has made public over the last two years
(in consequence of having its securities so traded) are
available
http://investors.applegreenstores.com/
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Details of the Applicant's strategy following admission
including, in the case of an investing company, details
of its investment strategy
The acquisition of Welcome Break enables the Group to further
deliver on its stated strategy of expanding its presence
in the UK and being a leading operator of MSAs in the UK
market. The Directors believe that the Transaction has
the potential to transform the Group's business in the
UK by significantly increasing its scale, increasing its
exposure to leading brands, extending its presence in new
channels and with new customers, diversifying its sales
verticals, widening its geographic reach, broadening its
capabilities, enhancing its management talent and growing
its potential for profitability.
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A description of any significant change in financial or
trading position of the Applicant, which has occurred since
the end of the last financial period for which audited
statements have been published
No significant change
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A statement that the directors of the Applicant have no
reason to believe that the working capital available to
it or its group will be insufficient for at least twelve
months from the date of its admission
The Directors are of the opinion that, having made due
and careful enquiry and taking into account the net proceeds
to be received by the Company from the Placing, the working
capital available to the Enlarged Group will be sufficient
for its present requirements, that is, for at least 12
months from Admission.
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Details of any lock-in arrangements pursuant to rule 7
of the ESM Rules for Companies
N/a
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A brief description of the arrangements for settling the
Applicant's securities
The Ordinary Shares are eligible for CREST settlement.
Accordingly, settlement of transactions in Ordinary Shares
(including the New Ordinary Shares) following Admission
may take place within the CREST system if the relevant
Shareholder so wishes.
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A website address detailing the rights attaching to the
Applicant's securities
http://investors.applegreenstores.com/
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Information equivalent to that required for an admission
document which is not currently public
Admission document published on Friday 28(th) September
- available on the Company website: http://investors.applegreenstores.com/
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A website address of a page containing the Applicant's
latest annual report and accounts which must have a financial
year end not more then nine months prior to admission and
fully audited interim results where applicable. The accounts
must be prepared according to Irish, UK or US
GAAP or international accounting standards.
http://investors.applegreenstores.com/
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The number of each class of securities held in treasury
N/a
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Note: this field should indicate that the announcement
is 'new' and all relevant fields should be completed. Otherwise
where the form is required to be completed in respect of
an 'update' announcement, this should be indicated. In
such cases, all the original information should be included
with any amended fields emboldened.
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Submit completed form for market dissemination via www.isedirect.ie
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Announcement Service of Euronext Dublin.
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END
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