Applegreen plc

("Applegreen" or the "Company" or, together with its subsidiaries, the "Group")

Update on Conditional Lease signed with New York State Thruway Authority

Dublin, London, 10 February 2021: Applegreen, is pleased to provide an update on the Conditional Lease signed by Empire State Thruway Partners ("ESTP") with New York State Thruway Authority ("NYSTA") which was announced on 8 September 2020. Applegreen has submitted the financial plan and this has been approved by NYSTA. In addition, the final agreement has been approved by the New York State Office of the State Comptroller and by the New York State Attorney General.

Following detailed discussions with all stakeholders, the structure of the consortium has been amended, with Applegreen now to continue as the sole investor and consortium lead. NYSTA also approved the continuation of Applegreen as the consortium lead, however, Applegreen has the ability to add another party to the consortium post financial close, subject to the approval of NYSTA, and will explore all options to ensure a sustainable long term structure for this project.

Transaction Highlights

·    Acquisition of an initial 100% equity stake in a consortium that has signed a 33 year lease for the design, construction, financing, operation and maintenance of the New York Service Areas which comprises 27 service area sites located on the New York State Thruway.

·    The estimated cost of redevelopment of the New York Service Areas is $301 million, which will be funded by a combination of equity by Applegreen and a Private Activity Bond with the final split between equity contribution and the bond proceeds to be finalised before financial close. It is expected the equity will be funded from debt resources and is not expected to be drawn down until between 2023 and 2025.

·    Total food, beverage and retail turnover for 2019 was approximately $118 million.

·    Following financial close, which is expected to happen in Q1 2021, ESTP will commence food and retail operations on six of the sites and redevelopment work will commence on ten of the sites which is expected to last between eight and fifteen months. As the redeveloped sites come on stream, redevelopment work will start on the remaining sites with redevelopment expected to be completed by mid-2025.

·    Completion of the Transaction is subject to financing.

Financial Effects of the Transaction for Applegreen

The food and retail operations will be consolidated within Applegreen's financial results. If ESTP remains 100% owned by Applegreen, it will also be consolidated within Applegreen's financial results, however, if Applegreen adds another party to the consortium, it could result in Applegreen becoming a minority stakeholder in ESTP, in which case it will represent a minority investment under International Financial Reporting Standards and the Group will utilise equity accounting treatment for the inclusion of the acquired entities financial results. Equity accounting treatment takes Applegreen's share of the Profit After Tax ("PAT") for the acquired operations for inclusion in our EBITDA.

The Transaction is currently expected to be dilutive to earnings in the Company's years ending 31 December 2021 and 2022 due to the additional debt service costs incurred. However, management expects it to be accretive from 2023 onwards once the redeveloped sites become operational.

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