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First day of dealings on AIM and ESM

19th Jun 2015 07:00

RNS Number : 6251Q
Applegreen PLC
19 June 2015
 

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

 

 

19 June 2015

Applegreen plc

 

("Applegreen" or the "Company")

 

First day of dealings on AIM and ESM following €91.7 million placing (c. £66.9m)

 

Market capitalisation at Placing Price of €299.7 million (c. £218.8m)

 

Applegreen plc (AIM and ESM: APGN), a major petrol forecourt retailer in the Republic of Ireland with a significant and growing presence in the United Kingdom, is pleased to announce that admission and trading of its Ordinary Shares will commence at 8.00 a.m. today on AIM of the London Stock Exchange and ESM of the Irish Stock Exchange ("Admission"). The Company's admission document will be available at www.applegreenstores.com from Admission.

 

Key highlights

 

· Applegreen is the number one motorway service area operator by number of sites in the Republic of Ireland and has a motor fuel market share of c.12% in the Republic of Ireland.

 

· As at 31 December 2014, the Group had c.2,200 staff in the Group's aggregate total of 152 sites, which are located in the Republic of Ireland (96 sites), the United Kingdom (54 sites) and in Long Island, United States (2 sites). As at 15 June 2015, the Group had, in aggregate, 174 sites.

 

· The Group operates a distinctive retail led business model built around the following key features:

 

o "Low Fuel Prices Always" price promise

o "Better Value Always" in shop

o High quality food and beverage offering

 

· The Group aims to provide a premium food and hot beverage offering in all its sites which in a number of locations is delivered through both Applegreen's own food brands of aCafé and Bakewell and international brands such as Subway, Costa Coffee, Burger King and more recently Greggs, Chopstix and Lavazza.

 

· In the year to 31 December 2014, the Group had revenue of €937.3 million and Adjusted EBITDA of €22.8 million.

 

· The Directors believe that the Group is well positioned to take advantage of growth opportunities. In particular, Applegreen:

 

- has demonstrated a track record of high growth in challenging consumer markets. The Group delivered compound annual growth rates of 19 per cent. in EBITDA and 24 per cent. in revenue over the last four financial years, encompassing a period of significant recession, particularly in the Republic of Ireland;

- has developed a brand and a consumer offer that is compelling, profitable and highly cash generative. The Group's cash conversion for the last three financial years has been greater than 100 per cent. of its EBITDA;

- is skilled at identifying opportunities in a fragmented market. The Group has a disciplined investment and execution regime;

- can continue to exploit high growth/high margin convenience lines to generate superior returns into the future. The Group targets a ROCE of over 20 per cent. and achieved a ROCE of 36.6 per cent. and 35.2 per cent. in FY2013 and FY2014 respectively; and

- has a scalable model which can be replicated in the markets in which it operates.

· The Group's senior management team is highly experienced in the petrol, retail, food and beverage markets and has a strong track record of making acquisitions and growing site numbers.

 

· Applegreen's growth strategy is focused on acquiring and developing new sites in the markets in which it operates and upgrading and rebranding its existing sites.

 

Placing highlights and use of proceeds

 

· The Placing has raised in total approximately €91.7 million (c. £66.9 million) through the placing of 24,134,211 Ordinary Shares comprising 18,421,053 New Ordinary Shares and 5,713,158 Sale Shares. The Placing has raised gross proceeds of approximately €70.0 million (£51.1 million) for the Company and approximately €21.7 million (£15.8 million) for the Selling Shareholders.

 

· The net proceeds of the Placing receivable by the Company will be used, inter alia, to accelerate the expansion of the Group's estate in Ireland and Great Britain by number of sites and by geography and to upgrade and rebrand a number of existing sites. The Group has a strong pipeline of new sites.

 

· On Admission, the Company will have a market capitalisation of approximately €299.7 million (£218.8m) at the Placing Price, with 78,871,053 Ordinary Shares in issue.

 

· In relation to the Placing and Admission, Goodbody Stockbrokers is acting as the ESM Adviser, Joint Bookrunner and Joint Broker. Shore Capital & Corporate Limited is acting as Nominated Adviser and Shore Capital Stockbrokers Limited (together with Shore Capital & Corporate Limited being "Shore Capital") is acting as Joint Bookrunner and Joint Broker in relation to the Placing and Admission.

 

Bob Etchingham, CEO of Applegreen, said:

 

"Along with the rest of the management team I am delighted to announce the successful completion of our IPO and our first day of trading as a listed company. We are very pleased with our list of new institutional shareholders. Their support provides further endorsement of our strategy and our growth prospects.

 

The funds raised will provide us with the platform to accelerate our growth across the markets in which we operate and further expand and rebrand our portfolio of sites.

 

We look forward to embarking on the next step in the Company's journey as a public listed company and generating significant value for our new shareholders.

 

 

 

- Ends -

 

Further information

 

Applegreen

Bob Etchingham, Chief Executive Officer

Joe Barrett, Chief Operating Officer

Paul Lynch, Chief Financial Officer

 

+353 (0) 1 512 4800

Shore Capital

Dru Danford

Stephane Auton

Patrick Castle

 

+44 (0) 20 7408 4090

Goodbody

Simon Howley

Joe Gill

Siobhan Wall

James O'Flaherty

 +353 (0) 1 667 0420

 

Drury Porter Novelli (Irish Media)

 

+353 (0) 1 260 5000

Paddy Hughes

Billy Murphy

 

 

Powerscourt (International Media)

+44 (0)20 7250 1446

Lisa Kavanagh

Simon Compton

 

 

 

Capitalised terms used in this announcement not otherwise defined have the same meanings given to them in the Company's admission document published on 16 June 2015.

 

Amounts quoted in sterling in this announcement are based on an exchange rate as at 11 June 2015 of GBP: 1.00: €1.37.

 

Glossary

 

· EBITDA is defined as earnings before tax, interest, depreciation amortisation and impairment charges.

· Adjusted EBITDA is normalised trading EBITDA adjusted for foreign exchange movements, share based payments, profit on disposal of assets, Applegreen share of results of associates and other non-recurring items.

· Net Debt is total borrowings including finance leases less cash and cash equivalents.

· ROCE is defined as the ratio of EBIT (being earnings before interest, tax) to the average of the current and prior year capital employed (being total equity plus net debt).

 

Disclaimer

 

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Shore Capital & Corporate Limited ("Shore Capital & Corporate") solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

 

No representation or warranty, express or implied, is given by or on behalf of the Company, Shore Capital, Goodbody their respective directors and affiliates as to the accuracy or completeness of the information or opinions contained in this announcement and no liability whatsoever is accepted by the Company, its directors and affiliates for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise in connection therewith. Each of the Company, Shore Capital and Goodbody and their respective directors and affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

 

This announcement is an advertisement and not a prospectus and does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to in this announcement to any person in any jurisdiction, including the United States, Australia, Canada, the Republic of South Africa, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information in the admission document published by the Company in connection with Admission.

 

This announcement does not constitute a recommendation concerning the Ordinary Shares. The value of the Ordinary Shares may decrease as well as increase. Potential investors should consult an appropriately qualified professional advisor as to the suitability of the Ordinary Shares for the person concerned. Investment in the Company is suitable only for financially sophisticated individuals and institutional investors who have taken appropriate professional advice, who understand and are capable of assuming risks of an investment in the Company and who have sufficient resources to bear any losses which may result therefrom.

 

Shore Capital & Corporate, which is authorised and regulated in the United Kingdom by the FCA, is acting as Nominated Adviser to the Company in connection with the Placing and Admission and is advising no one else in relation to the Placing and Admission and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for advising any other person in relation to the Placing or Admission or otherwise. The responsibilities of Shore Capital & Corporate, as Nominated Adviser under the AIM Rules and the AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange and are not owed to the Company or any Director of the Company or to any other person in respect of their decision to acquire Ordinary Shares in the Company in reliance on any part of this announcement.

 

Shore Capital Stockbrokers Limited ("Shore Capital Stockbrokers"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company as Joint Bookrunner and Joint Broker in connection with the Placing and Admission and is advising no one else in relation to the Placing and Admission and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for advising any other person in relation to the Placing or Admission or otherwise.

 

Goodbody Stockbrokers, trading as Goodbody, which is authorised and regulated in the Republic of Ireland by the Central Bank of Ireland, is acting as ESM Adviser to the Company in connection with the Placing and Admission and is advising no one else in relation to the Placing and Admission and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for advising any other person in relation to the Placing or Admission or otherwise. The responsibilities of Goodbody Stockbrokers, as ESM Adviser under the ESM Rules and the Rules for ESM Advisers, are owed solely to the Irish Stock Exchange and are not owed to the Company or any Director of the Company or to any other person in respect of their decision to acquire Ordinary Shares in the Company in reliance on any part of this announcement.

 

Goodbody is acting exclusively for the Company as Joint Bookrunner and Joint Broker and no one else in connection with the Placing and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of Goodbody or for providing any advice in relation to the Placing or Admission or any matter referred to herein.

 

Apart from the responsibilities and liabilities, if any, which may be imposed on Shore Capital & Corporate, Shore Capital Stockbrokers or Goodbody Stockbrokers by FSMA or the regulatory regime established thereunder or under other applicable laws rules and regulations, none of Shore Capital & Corporate, Shore Capital Stockbrokers or Goodbody Stockbrokers accept any responsibility whatsoever, and make any representation or warranty, express or implied, in relation to the contents of this announcement, including its accuracy, completeness or for any other statement made or purported to be made by it or on behalf of it, the Company, its directors or any other person, in connection with Admission or the Placing, and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Each of Shore Capital & Corporate, Shore Capital Stockbrokers and Goodbody Stockbrokers accordingly disclaim all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this announcement or any such statement.

 

Neither this announcement nor any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in whole or in part in the United States. Neither this announcement nor any copy of it may be made or transmitted directly or indirectly, in whole or in part into Australia, Canada, Japan or the Republic of South Africa or to any persons in any of those jurisdictions, except in compliance with applicable securities laws, or to any other jurisdiction where such communications are not permitted or are restricted pursuant to applicable laws rules and regulations. Any failure to comply with this restriction may constitute a violation of Australian, Canadian, Japanese, South African or United States securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in Australia, Canada, Japan, the Republic of South Africa or the United States or in any jurisdiction in which such offer or solicitation is unlawful. Any securities referred to in these materials have not been and will not be registered under the securities laws of Canada, Japan, Australia or the Republic of South Africa and may not be offered, sold or delivered, directly or indirectly, within such jurisdictions except pursuant to an applicable exemption from and in compliance with any applicable securities laws.

 

This announcement does not constitute or form part of an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the Ordinary Shares in the United States.

 

This announcement does not constitute or form part of an offer to sell, or the solicitation of an offer to buy or subscribe for, Ordinary Shares in Australia, Canada, Japan or South Africa or to any other person in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Ordinary Shares have not been registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold in Australia, Canada, Japan or South Africa.

 

The announcement is only addressed to and directed at persons in Member States of the European Economic Area ("Member States") who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC, as amended (including amendments by Directive 2010/73/EU to the extent implemented in the relevant Member State))("Qualified Investors"). In addition, this announcement is only addressed to and directed at: (A) in the United Kingdom, persons (i) who have professional experience in matters relating to investments and 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 "Order") or who are persons falling within Article 49 of the Order, and (ii) are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000, as amended; (B) in the Republic of Ireland, to Qualified Investors who are "professional clients" as defined in Schedule 2 of the European Communities (Markets in Financial Instruments) Regulations (Nos 1 to 3) 2007 of Ireland; and (C) any other persons to whom it may otherwise be lawfully communicated (together all such persons being referred to as "relevant persons"). This document must not be acted on or relied on (a) in the United Kingdom and the Republic of Ireland, by persons who are not relevant persons, and (b) in any Member State other than the United Kingdom and the Republic of Ireland, by persons who are not Qualified Investors. Any investment or investment activity to which this document relates is available only to (1) in the United Kingdom and the Republic of Ireland, relevant persons and (2) in any Member State other than the United Kingdom and the Republic of Ireland, Qualified Investors and other persons who are permitted to subscribe for or purchase the Ordinary Shares pursuant to an exemption from the Prospectus Directive and other applicable legislation. Other persons should not rely on or act upon this announcement or any of its contents.

 

This announcement may include statements that are, or may be deemed to be "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", "could", or "should" or, in each case, their negative or other variations or comparable terminology, including references to assumptions, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statement reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made. Subject to any legal or regulatory requirements, the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in Company's expectations with regard thereto or any change in events, conditions or circumstance on which any such statement is based. Information in this announcement, past performance or any of the documents relation to the Placing, Admission and/or the Ordinary Shares cannot be relied upon as a guide to future performance.

 

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the actual results of the Company's operations and the development of the markets and the industry, in which the Company operates, may differ materially from those described in, or suggested by, the forward-looking statements contained in this announcement. In addition, even if the Company's results of operations, financial position and growth, and the development of the markets and the industry in which the Company operates, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments of the Company to differ materially from those expressed or implied by the forward-looking statements. The forward-looking statements therein speak only at the date of this announcement.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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