AIM Schedule One - Applegreen Plc (5621C)

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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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October 01, 2018 10:00 ET (14:00 GMT)