APGN.L Regulatory News (APGN)

Announcement to be made by the ESM Applicant prior to admission in accordance withrule 2 of the ESM Rules for Companies

Company name

Applegreen plc

Company registered address and if different, company trading address (including postcodes)

Block 17, Joyce Way, Parkwest, Dublin 12, Ireland

Country of incorporation

Republic of Ireland

Company website address containing all information required by rule 26 in the ESM Rulesfor Companies

http://investors.applegreenstores.com/

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 €0.01 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.

Capital to be raised on admission (if applicable) and anticipated market capitalisation on admission

Capital to be raised on Admission: €175.0 million

Market capitalisation on Admission: €732.6 million

Market capitalisation on Admission is based on the issue price of the capital to be raised on Admission, being €6.08 per new Ordinary Share. 

Percentage of ESM securities not in public hands on admission

Approximately 41.4 per cent.

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.

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 or after admission (underlining the first name by which each is known or including any other name by which each is known)

Before Admission

1B&J is an entity owned by Bob Etchingham and Joe Barrett who are the Company's CEO and COO respectively.

After Admission

1B&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 two, paragraph (h) of the ESM Rules for Companies

N/A

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 in the ESM Rules for Companies

30 June 2019; 30 September 2019; 30 June 2020

Expected admission date

25 October 2018

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

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/

Date of notification

1 October 2018

New/update (see note):

New

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

The date from which the Applicant's securities have been so traded

19 June 2015

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

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/

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.

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

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.

Details of any lock-in arrangements pursuant to rule 7 of the ESM Rules for Companies

N/a

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.

A website address detailing the rights attaching to the Applicant's securities

http://investors.applegreenstores.com/

Information equivalent to that required for an admission document which is not currently public

Admission document published on Friday 28th September - available on the Company website: http://investors.applegreenstores.com/

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 USGAAP or international accounting standards.

http://investors.applegreenstores.com/

The number of each class of securities held in treasury

N/a

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.