TIDMAPGN
RNS Number : 8093J
Applegreen PLC
14 September 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES OR THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED
JURISDICTIONS").
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT
This announcement contains inside information within the meaning
of the EU Market Abuse Regulation 596/2014.
Applegreen plc
Completion of Director Placing
Dublin, London, 14 September 2016: Applegreen plc ("Applegreen"
or the "Company"), a major petrol forecourt retailer in the
Republic of Ireland with a growing presence in the United Kingdom
and the United States, announces that, further to the announcement
earlier this morning regarding a proposed sale of ordinary shares
by B&J Holdings Limited ("B&J"), it has been notified by
B&J that it has successfully sold a total of 6,000,000 ordinary
shares in the Company ("Placing Shares") at a price of at 4.50
Euros or 383 pence(1) per share (the "Placing").
Shore Capital Stockbrokers Limited and Goodbody Stockbrokers
acted as Joint Bookrunners to the Placing which was
oversubscribed.
Following the Placing, the revised shareholding of B&J is
set out below:
Shareholding prior Placing Shares Resultant
to the Placing sold shareholding
Number % of Share Number % of Number % of
of ordinary Capital of ordinary Share of ordinary Share
shares shares Capital shares Capital
B&J(2) 54,136,842 67.5% 6,000,000 7.5% 48,136,842 60.0%
(1) The Sterling price has been set from an exchange rate on 13
September 2016 of GBP: 1.00: EUR 1.17464
(2) Bob Etchingham and Joe Barrett own 75% and 25% of the share
capital of B&J respectively
For the purpose of the disclosure requirements under the EU
Market Abuse Regulation, the following additional information is
relevant to this announcement:
1) The sale is of ordinary shares of EUR0.01 each in the Company
under the identification code IE00BXC8D038.
3) The sale of ordinary shares took place on LSE, AIM Market (XLON) and ISE, ESM Market.
4) This announcement is an initial notification.
For further enquiries, please contact:
Applegreen
Bob Etchingham, CEO / Paul Lynch CFO +353 (0) 1 512 4800
Drury Porter Novelli
Paddy Hughes +353 (0) 1 260 5000
Goodbody
Joe Gill +353 (0) 1 667 0420
Siobhan Wall
Shore Capital
Stephane Auton +44 (0) 20 7408 4090
Patrick Castle
Important Notice
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE
2003/71/EC (AND ANY AMENDMENTS THERETO, INCLUDING DIRECTIVE
2010/73/EU) AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR
(II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE
PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION
REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer of, or the solicitation of an offer to acquire or dispose
of securities in the United States, Canada, Australia, South Africa
or Japan or in any other jurisdiction in which such an offer or
solicitation is unlawful.
The securities referred to herein have not been, and will not
be, registered under the US Securities Act of 1933, as amended (the
"US Securities Act"), or under the applicable securities laws of
any state or other jurisdiction of the United States or of Canada,
Australia, South Africa or Japan. Such securities may not be
offered or sold in the United States unless registered under the US
Securities Act or offered in a transaction exempt from, or not
otherwise subject to, the registration requirements of the US
Securities Act and the securities laws of any relevant state or
other jurisdiction of the United States. There will be no public
offering of such securities in the United States or in any other
jurisdiction.
The securities referred to herein have not been approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission or other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or
endorsed the merits of the Placing or the accuracy or adequacy of
this announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by any of
B&J, the Company, Shore Capital or Goodbody, or any of their
respective affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any state of the United States and the District of Columbia),
Canada, Australia, South Africa or Japan. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession this document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by B&J, the Company, Shore
Capital or Goodbody, or any of their respective affiliates, that
would, or which is intended to, permit a public offer of the
Placing Shares in any jurisdiction or possession or distribution of
this announcement or any other offering or publicity material
relating to the Placing Shares in any jurisdiction where action for
that purpose is required. Persons into whose possession this
announcement comes are required to inform themselves about and to
observe any applicable restrictions.
Shore Capital, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, and Goodbody,
which is authorised and regulated by the Central Bank of Ireland,
are acting only for B&J in connection with the Placing and will
not be responsible to anyone other than B&J for providing the
protections offered to the clients of Shore Capital and Goodbody,
nor for providing advice in relation to the Placing or any matters
referred to in this announcement.
Shore Capital and Goodbody and any of their respective
affiliates acting as an investor for its own account may
participate in the offering on a proprietary basis and in that
capacity may retain, purchase or sell for their own account such
Placing Shares. In addition they may enter into financing
arrangements and swaps with investors in connection with which they
may from time to time acquire, hold or dispose of Placing Shares.
None of Shore Capital or Goodbody intend to disclose the extent of
any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so.
This document includes 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 "intends", "expects", "will", or "may", or, in
each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. Any
forward-looking statements are subject to risks relating to future
events and assumptions relating to the Company's business, in
particular from changes in political conditions, economic
conditions, evolving business strategy, or the retail industry. No
assurances can be given that the forward-looking statements in this
document will be realised. As a result, no undue reliance should be
placed on these forward-looking statements as a prediction of
actual results or otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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