TIDMAPGN
RNS Number : 1732S
Applegreen PLC
29 September 2017
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"). THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY
AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF
ANY SECURITIES IN THE COMPANY.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
This announcement contains inside information within the meaning
of the EU Market Abuse Regulation 596/2014.
Applegreen plc
SUCCESSFUL COMPLETION OF PLACING OF 8,082,105 NEW ORDINARY
SHARES
Dublin, London 29 September 2017: Applegreen plc ("Applegreen"
or the "Company"), is pleased to announce the successful completion
of the placing of new Ordinary Shares announced on 28 September
2017 (the "Placing").
A total of 8,082,105 Placing Shares in Applegreen have been
placed by Goodbody and Shore Capital at a price of EUR5.80
(GBP5.09) per Placing Share, raising total gross proceeds of
approximately EUR46.9 million (GBP41.1 million) for the Company.
The Placing Shares being issued represent approximately 10.0 per
cent. of the Company's issued share capital prior to the
Placing.
The Placing Shares will, when issued, be fully paid and will
rank pari passu in all respects with the existing Ordinary Shares
including the right to receive all future dividends and
distributions declared, made or paid by reference to a record date
falling after their issue.
The Company has applied for Admission of the Placing Shares to
listing on AIM, a market operated by the London Stock Exchange plc,
and ESM, a market of the Irish Stock Exchange plc. It is expected
that settlement of subscriptions in respect of the Placing Shares
and Admission will take place and that trading in the Placing
Shares will commence at 8.00am (Dublin Time) on 5 October 2017.
Goodbody and Shore Capital acted as Joint Bookrunners in
connection with the Placing.
Capitalised terms used but not defined in this announcement have
the same meaning as set out in the placing announcement of the
Company released on 28 September 2017.
Commenting on the Placing, CEO Bob Etchingham said:
"We are delighted to complete the Placing and are very pleased
with the very strong support we received from new and existing
shareholders. The funds raised will ensure Applegreen is well
positioned to continue to invest in opportunities for growth across
our three markets."
For further information, please contact:
Applegreen
Bob Etchingham, CEO +353 (0) 1 512 4800
Niall Dolan, CFO
Shore Capital
Malachy McEntyre +44 (0) 20 7408 4090
Stephane Auton
Patrick Castle
Goodbody
Joe Gill +353 (0) 1 667 0420
Siobhan Wall
Richard Tunney
Drury Porter Novelli:
Paddy Hughes +353 (0) 1 260 5000
About the Company
Established in 1992, 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 2017, the business
operated 275 forecourt sites and employed c 4,000 people.
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 offer through the Bakewell café brand.
Applegreen is the number one Motorway Service Area operator in
the Republic of Ireland.
IMPORTANT NOTICE
This announcement (the "Announcement"), and the information
contained herein is not for release, publication or distribution,
directly or indirectly, in whole or in part, in or into or from the
United States including its territories and possessions, any state
of the United States or the District of Columbia), Canada,
Australia, Japan or the Republic of South Africa, or any other
jurisdiction where to do so might constitute a violation of the
relevant laws or regulations of such jurisdiction (the "Restricted
Jurisdictions"). This Announcement is for information purposes only
and does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for shares in
the capital of the Company in any Restricted Jurisdiction or any
other state or jurisdiction in which such offer or solicitation is
not authorised or to any person to whom it is unlawful to make such
offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions.
The Placing Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold outside the United States in offshore transactions
in compliance with Regulation S under the Securities Act. The
Placing Shares may not be offered, sold, resold, transferred or
delivered, directly or indirectly, in or into the United States
except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any
relevant state or other jurisdiction of the United States. No
public offering of the Placing Shares is being made in the United
States. Persons receiving this Announcement (including custodians,
nominees and trustees) must not forward, distribute, mail or
otherwise transmit it in or into the United States or use the
United States mails or facilities of interstate commerce, directly
or indirectly, in connection with the Placing. This Announcement
does not constitute or form part of an offer to sell or issue or a
solicitation of an offer to buy, subscribe for or otherwise acquire
any securities in any jurisdiction including, without limitation,
the Restricted Jurisdictions or any other jurisdiction in which
such offer or solicitation would be unlawful. This Announcement and
the information contained in it is not for publication or
distribution, directly or indirectly, to persons in a Restricted
Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction.
No action has been taken by the Company, Shore Capital or
Goodbody Stockbrokers or any of their respective directors,
officers, partners, agents, employees or affiliates that would
permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other publicity material relating to
such Placing Shares in any jurisdiction where action for that
purpose is required. Persons receiving this Announcement are
required to inform themselves about and to observe any restrictions
contained in this Announcement.
This Announcement is directed at and is only being distributed
to: (A) persons in member states of the European Economic Area
(other than the United Kingdom) who are "qualified investors", as
defined in article 2.1(e) of the Prospectus Directive (Directive
2003/71/EC), as amended (the "Prospectus Directive"), (B) if in the
United Kingdom, persons who (i) have professional experience in
matters relating to investments 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 "FPO") or fall within the definition of "high net
worth companies, unincorporated associations etc" in article
49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as
defined in section 86 of the Financial Services and Markets Act
2000, as amended ("FSMA") or (C) persons to whom it may otherwise
lawfully be communicated (each in (A), (B) or (C), a "Relevant
Person"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this Announcement, you represent and agree that you are a
Relevant Person.
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 or the Placing relate is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this Announcement are for
information purposes only.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply.
No prospectus or offering document will be made available in
connection with the matters contained in this Announcement and no
such prospectus or offering document is required (in accordance
with the Prospectus Directive) to be published.
The information contained in this Announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this Announcement or its accuracy, fairness or completeness.
Certain statements in this Announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect", "plans", "projects", "targets", "will" and
words of similar meaning, include all matters that are not
historical facts. These forward-looking statements involve known
and unknown risks, assumptions and uncertainties that could cause
the actual results of operations, financial condition, liquidity
and dividend policy and the development of the industries in which
the Company's businesses operate, amongst other things, to differ
materially from the matter expressed or implied by the
forward-looking statements. . Given those risks, assumptions and
uncertainties, prospective investors are cautioned not to place
undue reliance on forward-looking statements. Forward-looking
statements are not guarantees of future performance and speak only
as of the date of such statements and, except as required by the UK
Financial Conduct Authority ("FCA"), the London Stock Exchange, the
Irish Stock Exchange, the Central Bank of Ireland or applicable
law, the Company undertakes no obligation to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
Any indication in this Announcement of the price at which the
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to the future price at which the Ordinary
Shares may be bought or sold. Persons needing advice should consult
an independent financial adviser. No statement in this Announcement
is intended to be a profit forecast and no statement in this
Announcement should be interpreted to mean that earnings per share
of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per
share of the Company.
Shore Capital and Corporate Limited which is authorised and
regulated by the FCA, acts as nominated adviser to the Company for
the purposes of the AIM Rules. Shore Capital Stockbrokers Limited
which is a member of the London Stock Exchange and is authorised
and regulated by the FCA, is acting as joint bookrunner to the
Company for the purpose of the Placing. Shore Capital and Corporate
Limited and Shore Capital Stockbrokers Limited are acting
exclusively for the Company and for no one else in connection with
the Placing and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of Shore
Capital and Corporate Limited and Shore Capital Stockbrokers
Limited or for providing advice in relation to the Placing, or any
other matters referred to in this Announcement.
Goodbody Stockbrokers, which is regulated in Ireland by the
Central Bank of Ireland, acts as ESM adviser to the Company for the
purposes of the ESM Rules, and is also acting as joint bookrunner
to the Company for the purpose of the Placing. Goodbody
Stockbrokers is acting exclusively for the Company and for no one
else in connection with the Placing and will not be responsible to
any other person for providing the protections afforded to clients
of Goodbody Stockbrokers or for providing advice in relation to the
matters referred to in this Announcement.
Save for the responsibilities and liabilities, if any, of Shore
Capital and Corporate Limited and Shore Capital Stockbrokers
Limited under FSMA or the regulatory regime established thereunder,
no representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by or on behalf of Shore Capital and
Corporate Limited, Shore Capital Stockbrokers Limited, Goodbody
Stockbrokers or by their respective affiliates, agents, directors,
officers and employees as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM, a
market of that name operated by the LSE, and ESM, a market operated
by the ISE.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
This Announcement has been issued by the Company and is the sole
responsibility of the Company. Niall Dolan is the person
responsible in the Company for the release of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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