Source - RNS
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 pence1 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 to the Placing

Placing Shares sold

Resultant shareholding

Number of ordinary shares

% of Share Capital

Number of ordinary shares

% of Share Capital

Number of ordinary shares

% of Share Capital

B&J2

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: € 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 €0.01 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.


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