Applegreen plc Transformational acquisition of Welcome Break/media/Files/A/Applegreen-I… · Applegreen plc Transformational acquisition of Welcome Break Disclaimer THIS PRESENTATION

1

Applegreen plc Transformational acquisition of Welcome Break

Applegreen plc – Transformational Acquisition of a Majority Stake in Welcome Break

September 2018

2


DisclaimerTHIS PRESENTATION AND ITS CONTENTS ARE CONFIDENTIAL. NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTIONWHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.

The information contained in this presentation has been prepared and issued by and is the sole responsibility of Applegreen plc and is being furnished to each recipient solely for informational purposes. The information contained in this presentation isconfidential and should not be reproduced, published, transmitted or otherwise disclosed, in whole or in part, to any third party without the prior written consent of Applegreen plc. By accessing this presentation, you will be deemed to have represented,warranted and undertaken that you have read, understood and will comply with the contents of this notice. For the purposes of this notice, "presentation" means this document, any oral presentation, any question and answer session and any written or oralmaterial discussed or distributed during the meeting.

This presentation should not be considered as a recommendation by any of Applegreen plc, its directors, employees or advisers, or any other person to acquire shares in Applegreen plc (“Ordinary Shares”). Any recipient of this presentation is recommendedto seek its own professional advice in relation to any shares it might decide to acquire in Applegreen plc. This presentation refers to certain events which are to be the subject of an admission document to be published by Applegreen plc (the “AdmissionDocument”). The information set out in the Admission Document may be different from the information contained in this presentation. No assurance is given by Applegreen plc that any Ordinary Shares will be issued or sold and no decision should be madeby any person to subscribe for any Ordinary Shares without reading the Admission Document.

The information in this presentation does not purport to be comprehensive and is strictly for information purposes only. While reasonable care has been taken in the preparation of this presentation, it has not been verified and no reliance should be placedby any person on the fairness, accuracy, completeness or correctness of the information or opinions contained in this presentation or otherwise made available nor as to the reasonableness of any information contained herein. To the extent available, theindustry and market data contained in this presentation has come from official or third party sources. In addition, certain of the industry and market data contained in the presentation comes from Applegreen plc’s own internal research and estimates basedon the knowledge and experience of management in the markets in which Applegreen plc operates. While Applegreen plc believes that such research and estimates are reasonable and reliable, they, and their underlying methodology and assumptions, havenot been verified by any independent source for accuracy or completeness and are subject to change. Accordingly, no undue reliance should be placed on any of the industry or market data contained in this presentation.

No representations or warranties, express or implied, are given by Applegreen plc, Shore Capital and Corporate Limited or its affiliates (“SCCL"), Shore Capital Stockbrokers Limited or its affiliates (“SCSL” and together with SCCL, “Shore”), GoodbodyStockbrokers or its affiliates (“Goodbody”) or any of their respective directors, employees or advisers as to the accuracy, reliability or completeness of this presentation or any other written or oral information which has been or may be made available.Accordingly, none of Applegreen plc, Shore or Goodbody or any of their respective directors, employees, advisers or affiliates take any responsibility for, or will accept any liability in respect of, the accuracy, reliability or completeness of the information in thispresentation or any other written or oral information which has been or may be made available or for the opinions contained herein or for any errors, omissions or misstatements and none of them will be liable for any losses arising out of any person'sreliance upon such information. The opinions in this presentation constitute the present judgement of Applegreen plc, which is subject to change without notice. No reliance therefore may be put on the reasonableness of any future projections, managementestimates, budgets or prospects of returns contained in this presentation.

Statements in this presentation with respect to each of Applegreen plc’s and Welcome Break's (“WB") business, strategies, projected financial figures, transaction synergies, earnings guidance, financial guidance, future dividends and beliefs and with respectto the proposed investment in WB by Applegreen plc (the “Transaction”), as well as other statements that are not historical facts are forward-looking statements involving risks and uncertainties which could cause the actual results to differ materially fromsuch statements. Statements containing the words "expect", "anticipate", "intends", "plan", "estimate", "aim", "forecast", "project" and similar expressions (or their negative) identify certain of these forward-looking statements. The forward-lookingstatements in this presentation are based on numerous assumptions regarding the transaction and each of Applegreen plc and WB's present and future business strategies and the environment in which each of Applegreen plc and WB will operate in thefuture. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results,performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond each of Applegreen plc and WB's ability to control orestimate precisely, such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as each of Applegreen plc and WB's ability to obtain financing, changes in the political,social and regulatory framework in which each of Applegreen plc and WB operates or in economic, technological or consumer trends or conditions. Past performance should not be taken as an indication or guarantee of future results, and no representationor warranty, express or implied, is made regarding future performance. Applegreen plc is not under any obligation to update or keep current the information contained in this presentation or to provide the recipient of it with access to any additionalinformation that may arise in connection with it.

This presentation includes certain stand-alone financial and other information for WB. While such stand-alone financial and other information for WB has been sourced primarily from information that has made publicly available by WB. Such stand-alonefinancial and other information for WB as so adjusted has not been audited or reviewed by any accounting firm or other third party and has not been independently verified and no reliance should be placed thereon.

This presentation includes certain combined or pro forma financial information for WB and Applegreen plc. Such combined or pro forma financial information is preliminary in nature, only represents current estimates of the potential impact of theTransaction on Applegreen plc, remains subject to change and is provided solely for illustrative purposes. The underlying figures for WB and Applegreen plc may not be prepared on a comparable GAAP basis or on the basis of the same (or similar) accountingpolicies. In particular, please note that WB's underlying historical financial information has been prepared in accordance with UK GAAP and is presented in GBP, whereas Applegreen plc's underlying historical financial information has been prepared inaccordance with IFRS and is presented in Euro, and that the combined or pro forma financial information contained herein has not been audited or reviewed by any accounting firm or other third party and has not been independently verified. No relianceshould be placed on the combined or pro forma financial information contained in this presentation.

This presentation is neither an offer to sell, purchase or subscribe for any investment in Applegreen plc nor a solicitation of such an offer. Nor is this presentation intended to grant any form of exclusivity or form the basis of any contract. This presentation isnot and does not constitute or form a part of any offer of, or solicitation to purchase or subscribe for, any securities in the United States, Canada, Australia, Japan, the Republic of South Africa or any other jurisdiction where such offer or solicitation would beunlawful. Any such securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”). No public offering of securities will be made in the United States of America. Subject to certain limitedexceptions, neither this presentation nor any copy of it may be taken, transmitted or distributed, directly or indirectly, into the United States, its territories or possessions. Any failure to comply with the foregoing restrictions may constitute a violation of U.S.securities laws.

This presentation is addressed only to and directed only at persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), including anyrelevant implementing measure in each member state of the European Economic Area which has implemented this Prospectus Directive ("Qualified Investors"). In addition, in the United Kingdom, this presentation is addressed to and directly only at QualifiedInvestors who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) are persons who arehigh net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) are other persons to whom this presentation may be lawfully communicated (all such persons together being referred to as "relevant persons"). In the United States, thispresentation is addressed to and directed only at "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the Securities Act.

This presentation must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, (ii) in any member state of the EEA other than the United Kingdom, by persons who are not Qualified Investors, or (iii) in the UnitedStates, by persons who are not QIBs. Any investment or investment activity to which this presentation relates is available only to relevant persons in the United Kingdom, Qualified Investors in any member state of the EEA other than the United Kingdom andQIBs in the United States, and will be engaged in only with such persons.

Shore is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Shore is acting exclusively for Applegreen plc in relation to this presentation and the matter referred to therein and for no one else. Shore will not regard any otherperson (whether or not a recipient of this presentation) as a client in relation to this presentation or the matter referred to therein and will not be responsible to anyone other than Applegreen plc for providing the protections afforded to their respectiveclients nor for the giving of advice in relation to this presentation or any transaction, matter or arrangement referred to in this presentation.

Goodbody, which is regulated in Ireland by the Central Bank, is acting exclusively for Applegreen plc in connection with this presentation and the matters referred to therein and for no one else. Goodbody will not be responsible to any other person forproviding the protections afforded to clients of Goodbody or for providing advice in relation to this presentation or any other matter referred to in this presentation

This presentation is not to be taken as any form of commitment on the part of Applegreen plc to proceed with any transaction and the right is reserved to terminate or vary any proposed arrangements at any time.

You are strongly advised to consult your own independent advisers on any legal, tax or accounting issues relating to these materials. The receipt of this presentation by any recipient is not to be taken as constituting the giving of investment advice to thatrecipient.

3


Table of Contents

1. Transaction Overview 4

2. Overview of Welcome Break 6

3. Overview of Applegreen 11

4. The combined Group 17

5. Transaction Structure 19

6. Transaction Funding 21

7. Transaction Financial Effects and Synergies 23

8. H1 2018 Interim Results 25

Appendices 31

4

Applegreen plc Transformational acquisition of Welcome Break Welcome Break Birchanger (MSA)

4

5


Transaction Overview

─ Following a competitive process, Applegreen plc (“Applegreen”) has agreed to acquire a 55.02% majority stake inWelcome Break from NIBC Infrastructure Fund (“the Seller”) for a consideration of €361.8m¹

─ In addition, Applegreen has entered into a conditional agreement with Welcome Break Investors LLP, a limitedpartnership acting by its general partner Arjun Infrastructure Partners LLP (“AIP”), the sole other current shareholder ofWelcome Break, the result of which will see Applegreen ultimately holding 50.01% of Welcome Break

─ Fully underwritten debt and standby equity financing in place to fund the transaction

─ Transformational deal for Applegreen via well established and compatible Welcome Break business

─ Significantly broadens Applegreen’s MSA network, further deepens exposure to food and beverage

─ Stable long-term infrastructure earnings, fuelled by significant recent investments

─ Significant step up in Applegreen’s earnings and valuable synergy potential across group

─ Strong cash generation allows for rapid deleveraging

─ Pre-emption rights provide a pathway to increase shareholding in Welcome Break

Strategic Rationale

Note (1): excludes leakage and interest between signing and closing

6


6

7


An infrastructure portfolio generating stable and growingcash flows consisting of:

─ 24 MSAs, including 10 double sided MSAs, in premiumlocations across the strategic road network

─ Two TRSAs

─ 20 Drive Thru restaurants (Starbucks)

─ 29 Hotels with 2,282 bedrooms, 23 co-located onMSAs

─ Three stand alone Pizza Express restaurants

─ 35 retail forecourts and convenience stores with HGVfacilities

Key brand franchise, commercial agreements and relationships

Note (2): excludes shareholder loans

─ Formed in 1960 with almost 60 years’ experience andc.5,000 employees operating multiple food and retailbrands

─ Established position as the 2nd largest operator of MSA’sin the UK, attracting an estimated 85m motorwaycustomers p.a.

─ Welcome Break generated revenues of £720.1m,adjusted EBITDA of £65.6m with Net Debt of £385.5m²

in the year ended 31 January 2018

─ Welcome Break has completed three years of asignificant four year capital expenditure programme.£64.7m has been invested up to FYE Jan18 with totalinvestment of c.£100m expected on completion of theprogramme. Expected to drive significant EBITDA growthin future years

─ Real estate is predominantly leasehold with a mix ofgovernment and commercial leases with weightedaverage unexpired lease term of 19.7 years andstatutory renewal rights. Two MSA sites are freehold

8


Map of Locations

MSA (24 in total, 10 double sided)

Hotels (29 hotels, 23 co-located on MSAs)

TRSA (two in total)

9


Welcome Break at a glance

2nd largest UK MSA operator

Strong brand with multiple

brand partners

35 UK locations including 29

hotels

Well invested

infrastructure assets

Defensible assets with significant

barriers to entry

10


Financials

Historical Trading

Income Statement

FYE - Jan (£'m) FYEJan2016 FYEJan2017 FYEJan2018

Turnover 644.0 672.6 720.1

% growth 4% 7%

Cost of Sales (504.6) (523.2) (563.8)

Gross Profit 139.4 149.5 156.3

EBITDA 62.8 63.0 55.0

Adjusted EBITDA3 55.3 61.8 65.6

% growth 12% 6%

Balance Sheet

FYE - Jan (£'m) FYEJan2016 FYEJan2017 FYEJan2018

Non-current assets 401.5 393.3 390.9

Current assets 75.1 63.2 90.2

Current liabilties 57.1 48.0 54.6

Non-current liabilities 716.6 753.3 801.3

Net assets/(Liabilities) (297.1) (344.8) (374.8)

Note (3): excludes exceptional expenses and income

11


Applegreen Gorey (TRSA)

11

12


Distinctive convenience retail offering in the forecourt sector with three key elements

“Low Fuel Prices, Always” “Better Value Always” Food and beverage focus

− Price promise to drive footfall to the stores

− Tailored retail offering − 274 food outlets across the estate (30 June 2018)

− Mix of own and international brands

− Tailored offering to each location

13


─ Applegreen is a major petrol forecourt retailer in theRepublic of Ireland with a growing presence in theUnited Kingdom and the US

─ From an operational base of 64 sites at the end of 2009,Applegreen has grown to 368 sites as at 30 June 2018,across the Republic of Ireland (184 sites), UnitedKingdom (112 sites) and the US (72 sites)

─ Applegreen is the number one MSA operator in theRepublic of Ireland. The Group operates a businessmodel built around the following key features:

─ “Low Fuel Prices Always” price promise

─ “Better Value Always” in shop

─ High quality food and beverage offering

─ Since IPO in 2015, Applegreen’s growth strategy hasbeen focused on acquiring and developing new servicearea sites in the three markets in which it operates

─ Capex of €77.6m in FY2017 expanding andupgrading the portfolio

Revenue Growth

€9

37

m

€1

,08

1m

€1

,17

8m

€1

,42

8m

2014 2015 2016 2017

Adjusted EBITDA Growth

€2

3.0

m

€2

8.9

m

€3

2.0

m

€3

9.8

m

2014 2015 2016 2017

Food & Store Gross Profit Growth

€5

7.9

m

€7

6.9

m

€9

2.8

m

€1

13

.6m

2014 2015 2016 2017

15

2

20

0

24

3

34

2

2014 2015 2016 2017

Site Growth

15.1%CAGR

20.1%CAGR

25.2%CAGR

30.1%CAGR

Overview

14


─ Continued market leading position in Republic of Irelandincluding nine MSA sites

─ Highly evolved food and retail offerings on nationalroads

─ Strong pipeline of TRSA opportunities – two new TRSA’sin H1 2018

─ Tesla charge points opening in various sites acrossRepublic of Ireland

─ Two new sites added in H1 2018

─ Three new dealer sites opened during H1 2018

─ 19% of ROI volumes in H1 2018 sold through dealersites

─ Continued growth in profitability and accounted for12% of ROI fuel volumes in H1 2018

Service Areas – MSAs and TRSAs

Petrol Filling Stations – Company Owned

Petrol Filling Stations – Dealer Owned

Commercial Fuelcard

ROI Site Numbers

Republic of Ireland

ROI Cap Ex

77 80 87 89

3348

60 632327

30 32133

155

177 184

0

50

100

150

200

2015 2016 2017 H1 2018

PFS - Company Owned PFS - Dealer Owned SA

€9.1

€15.4 €10.7

€3.8

€12.9

€6.9 €12.0

€4.7

€22.0 €22.3 €22.7

€8.5

€-

€5.0

€10.0

€15.0

€20.0

€25.0

2015 2016 2017 H1 2018

PFS SA

88% of the ROI estate is now branded Applegreen (2017: 88%)

15


─ Opened one new MSA in Northern Ireland on M1Inbound to Belfast in February 2017

─ Three existing PFS sites upgraded to TRSAs duringFY2017 and the first new build TRSA in the UK openedin July 2017

─ Four MSAs are in early stages of the planning process

─ Carsley Group sites trading well and newly establishedTRSAs performing

─ 15 new sites added in the period

─ Seven sites as part of the Carsley Group acquisitionwere integrated in FY2017

─ Strong competition for new assets in the market

─ Good LFL growth in non-fuel gross margin over thecourse of FY2017

Service Areas – MSAs and TRSAs

Petrol Filling Stations – Company Owned

UK Site Numbers

United Kingdom

UK Cap Ex

6071

861012

6

11

11

62

77

97112

-5

15

35

55

75

95

115

2015 2016 2017 H1 2018

PFS - Company Owned SA

61% of the UK estate now branded Applegreen (2016: 39%)

€8.6 €13.0

€37.0

€6.0

€22.1 €26.0

€44.4

€6.0

€-

€10.0

€20.0

€30.0

€40.0

€50.0

2015 2016 2017 H1 2018

PFS / Restaurant SA

16


• 30 sites trading end of FY2017 – combination of single sites and the strategic partnership with CrossAmericaPartners

─ Four sites added in H1 2018

─ Significant fuel focus with strong margins

─ 7-Eleven convenience stores trading well and futurestrategic relationships developing

─ One 7-Eleven convenience store added in the periodand an additional two opened since the end of theperiod (Four now trading)

─ 34 PFS sites and eight standalone Burger Kingrestaurants

─ Brandi Group acquisition in October 2017 integratedsuccessfully and trading in line with expectations

─ Applegreen have transferred some resources to the USto support local management team

North East

South East

US Site Numbers

United States of America

US Cap Ex

511

68 72

511

6872

0

10

20

30

40

50

60

70

80

2015 2016 2017 H1 2018

€2.1 €1.0

€10.5

€4.0

€-

€2.0

€4.0

€6.0

€8.0

€10.0

€12.0

2015 2016 2017 H1 2018

17



17

18


Pro-Forma financials for the enlarged Group

Pro-Forma financials

Income Statement

(€'m) 31-Dec-17

Turnover 2,249.5

Cost of Sales (1,889.5)

Gross Profit 360.0

EBITDA 94.6

Adjusted EBITDA 114.6

Balance Sheet

(€'m) 31-Dec-17

Non-current assets 1,137.9

Current assets 210.3

Current liabilties 238.7

Non-current liabilities 776.2

Net assets/(Liabilities) 343.6

Note: Detailed pro-forma adjustments included on page 40

19


1. Transaction overview

2. Overview of Welcome Break and Applegreen

Welcome Break South Mimms (MSA)

19

20


Transaction Structure─ Applegreen has entered into a SPA with the Seller to acquire its 55.02% holding in Welcome Break for a consideration of

€361.8m4

─ Applegreen has also entered into a separate conditional agreement with AIP:

─ The net impact of the transactions will be that Applegreen will hold a 50.01% shareholding in Welcome Break andmanagement control

─ Applegreen will initially sell an 8.6%5 shareholding in Welcome Break to AIP for €56.5m

─ AIP will invest a further £80m in return for equity in Welcome Break with the intention to repay junior debt withinWelcome Break, delivering the consolidated entity with significant interest savings

─ Applegreen transfers its UK MSA and TRSA assets (representing EBITDA of c.£4m), as well as its UK development pipelineassets, to Welcome Break in exchange for a further c.£120m of equity in Welcome Break

─ Applegreen will have the right to appoint the CEO and CFO of Welcome Break and to receive an annual management fee

─ All “excess cash” to be distributed as dividends by Welcome Break to Applegreen and AIP, unless Applegreen and AIPdecide otherwise

─ Intention is for Applegreen to have the ability to increase its shareholding in Welcome Break in due course

Management control Excess cash distribution policy in Welcome Break

Path to increased ownership

Note (4): excludes leakage and interest between signing and closingNote (5): to be adjusted for leakage and interest between signing and closing

21


Welcome Break Birchanger (MSA)21

22


Transaction Funding

Note (6): Ulster Bank Ireland DACNote (7): to be adjusted for leakage and interest between signing and closingNote (8): see full description of AIP Agreement on page 20 and at steps 2 and 3 on page 32

New debt facilities

─ Committed debt facility of €300m:

─ €150m term loan facility

─ €150m revolving credit facility

─ Margin grid dependent on leverage

─ Margin range of 2.00% to 3.75%

Banking syndicate

Equity raise

─ €175m placing

─ Included a €10m equity commitment from Applegreen founders and largest shareholder, B&J Holdings

Equity Sale ─ €56.5m7 to be paid to Applegreen for the sale of 8.6% holding in Welcome Break to AIP8

6

23


23

24


Transaction Financial Effects and Synergies

─ All Welcome Break debt is non-recourse to Applegreen

─ Standalone Applegreen December 2018 (Pro Forma) adjusted net debt9/ adjusted EBITDA10 of c.2.5x with intention to reduce to below1.0x by FY2020

─ Consolidated December 2018 (Pro Forma) adjusted net debt9/ adjusted EBITDA10 of c.4.0x with intention to reduce to below 2.5x byFY2020

─ On completion of the transaction Welcome Break will be fully consolidated into Applegreen’s financial statements

─ Significant potential synergies identified from combining two compatible businesses:

─ Wet stock purchasing

─ Dry stock purchasing

─ Admin / IT scale efficiencies

─ Outsourcing

─ Corporate overheads

─ Significant scope to enhance negative working capital generation

Note (9): excludes shareholder loans in Welcome Break of c.€50mNote (10): includes dividend received from Welcome Break

25



25

26


INTERIM

TO €19.4m(+18% at constantcurrency)

TO -€9.1mTO 368

+17%TO 0.63c

+5%-€1.1mFOR H1 2018

€30.3m+26

Highlights

H1 2018 performance:─ Severe weather disruption in domestic markets─ 2017 acquisitions performing well─ Wage inflation and availability pressures emerging

Ongoing non-fuel focus:─ Non fuel L4L gross margin growth of 3.5% (UK 9.8% on constant currency basis)─ 14 new food offers opened across the estate

US expansion continues;─ Seven site deal in Columbia, South Carolina─ 43 sites in Florida from CrossAmerica expected to close in late September 2018

Announced transformational acquisition of majority stake in Welcome Break

Applegreen plc H1 2018 Interim Results Presentation

27


Profit and Loss AccountH12018

€m

H12017

€m

%Var

Revenue 854.9 672.5 27.1%

Gross Profit 109.2 82.2 32.8%

Selling & Distribution Costs (63.3) (45.8) 38.2%

Administrative Expenses (16.2) (12.7) 27.6%

Other income 1.4 0.8

Adjusted EBITDAR 31.1 24.5 26.9%

Rent (11.7) (7.9)

Adjusted EBITDA 19.4 16.6 16.9%

Depreciation & Amortisation (8.7) (6.2)

Impairment 0.0 0.0

Finance Costs, net (0.6) (0.3)

Adjusted PBT 10.1 10.1 0.0%

Tax (1.4) (1.4)

Adjusted PAT 8.7 8.7 0.0%

Adjusted EBITDA 19.4 16.6 16.9%

Share Based Payments (0.4) (0.8)

Non Recurring Costs (0.6) (0.4)

Reported EBITDA 18.4 15.4 19.5%

Adjusted Basic EPS (cents) 9.46 10.82 (12.6%)

─ Adjusted EBITDA grew by 17% (18% on a constant currency basis)

─ S&D cost increase is driven by the 37% increase in site numbers, particularly the site additions in the US which included a number of food offerings with associated payroll and utility costs

─ Increase in admin. expenses driven by business growth, targeted marketing campaigns and further investment in management capacity

─ Increase in rent is partially driven by the Brandi acquisition of 42 leasehold sites in October 2017

─ Adjusted PBT growth impacted by higher depreciation and interest costs

─ Adjusted EPS growth impacted by higher number ofshares now in issue following September placing


28


H12018

€m

H12017

€m

Profit Before Tax 9.1 8.9

Non - cash Adjustments 9.8 7.6

Working Capital Movement 14.2 3.8

Taxes Paid (1.4) (0.6)

Cash flows from Operating Activities 31.7 19.7

Capital Expenditure (31.2) (32.0)

Proceeds from Share Issue 0.2 0.4

Dividends Paid 0.0 (1.0)

Long-Term Borrowings (6.5) 23.3

Net Finance Leasing (0.4) (0.4)

Net Interest Paid (0.4) (0.8)

Cash Flows from Financing Activities (7.1) 21.5

Net increase in cash and cash equivalents (6.7) 9.2

Opening Cash & Cash Equivalents 57.5 27.7

Exchange Losses 0.1 (0.3)

Closing Cash & Cash Equivalents 51.0 36.6

Cash Conversion 173.6% 152.5%

Net Debt 9.1 10.2

FY 2017 Cashflow Summary

Note (1) Cash Conversion is calculated using Adjusted EBITDA and working capital movement, Adjusted EBITDA refers to normalised trading EBITDA, being EBITDA adjusted for share based payments & non-recurring items. Working capital movement is the variance between opening and closing debtors, creditors and stock adjusted for fixed asset accruals

─ Strong cash conversion of 173.6%. Favorableimprovement in working capital position due tofuel volume growth and improved credit terms


29


30 June 2018

€m

31 Dec 2017

€m

Non-Current Assets 345.4 322.9

Current Assets 72.2 58.5

Current Liabilities (206.8) (176.5)

Working Capital (134.6) (118.0)

Cash and Cash Equivalents 54.6 57.5

Total Debt (63.7) (67.7)

Net Debt (9.1) (10.2)

Non Current Liabilities (13.0) (13.4)

Net Assets 188.7 181.3

Share Capital & Share Premium 191.6 191.4

Capital Reserves (62.0) (63.7)

Retained Earnings 59.1 53.6

Equity 188.7 181.3

Return on Capital Employed 14.8% 15.8%

Adjusted Return on Capital Employed 17.4% 18.0%

H12018

€m

H12017

€m

H12016

€m

Service Areas 4.8 9.0 10.9

PFS 8.4 9.1 10.6

Rebrands 0.6 1.1 4.1

Dealer 0.8 0.4 0.9

USA 4.0 0.3 0.3

Development sites 3.4 4.6 0.0

JFT 0.0 0.0 0.0

Other 8.3 5.3 4.6

Total 30.3 29.8 31.4

FY 2017 Balance Sheet Summary

Capital Expenditure Analysis

Note (1)Return on Capital Employed based on adjusted EBIT (Earnings Before Interestand Taxation)

Note (1) Return on Capital Employed adjusted for impact of assets under constructionand development assets held at year end

─ Net leverage of 0.5x at 30 June 2018 (31

December 2017: 0.3x)


30


Outlook

─ Momentum continuing across the group

─ Continuing expansion of the estate since 30 June 2018

─ Three new PFS opened in ROI including two Dealer sites

─ One new stand-alone PFS in US

─ Completed the acquisition of a 7-site group in South Carolina

─ Acquisition of a 43-site group in Florida completed in September 2018

─ Acquisition of majority stake in Welcome Break announced in August 2018

"Our financial performance for the first six months of 2018 has been robust notwithstanding the difficult trading conditions caused by theexceptional weather in March, especially in our Irish business. Apart from the impact of this one off event, the underlying businesscontinues to perform well and we remain confident in the prospects for the business in 2018.”


31


Summary

31

32


Transaction Structure – Overview

50.01% 49.99%

€361.8m 55.02% of WB

8.6% of WB

€56.5m£120m of Assets

£80m to pay down junior debt

Operational ControlManagement Fee

Step 1

Step 2

Step 3

PostCompletion

33


Welcome Break Hotel Portfolio

─ Hotel portfolio directly managed and is 8% of FYE Jan 2018 Gross Profit beforeWages of Welcome Break

─ Welcome Break operates 29 hotels consisting of 20 Days Inn and nine Ramada

─ Hotels are a common feature in UK MSA sites

─ 23 of the hotels are co-located within Welcome Break existing sites and theremaining six located in independent sites

─ Standalone Welcome Break hotel management team which will remain in placepost transaction providing continuity for the business

─ Welcome Break has undertaken a strategy to rebrand some of its hotel portfoliofrom Days Inn to Ramada sites, for which improved occupancy rates andincreased rooms rates are being achieved

c.75% occupancy

c.51% gross profit margin

Rebranding strategy to upgrade to

Ramada

RevPAR CAGR from FY16-

FY18 of c.4.5%

34


Applegreen Site Transfers into Welcome Break as Part of the AIP Agreement

─ As part of the AIP deal the Company willtransfer to Welcome Break their UK MSAsites, their TRSA sites deemed suitable fortransfer and their UK development pipeline

─ Applegreen will receive in exchange afurther c.£120m of equity in WelcomeBreak

─ Combined EBITDA of existing sites is c.£4m

─ Adjustment mechanism is in place for thevaluation of the greenfield sites

Applegreen UK Trading Sites Transfers:

Name Location Site Type

Ballymena North N. Ireland TRSA

Hillsborough N. Ireland TRSA

Templepatrick Outbound N. Ireland MSA

Lisburn Outbound N. Ireland MSA

Lisburn Inbound N. Ireland MSA

Spaldwick UK TRSA

Spalding UK TRSA

Cromwell UK TRSA

Kates Cabin UK TRSA

Darrington UK TRSA

Whitley UK TRSA

Fosseway UK TRSA

Wyboston UK TRSA

35


Site Categories

Motorway Service Areas (“MSA”)

− MSAs are located on motorways with large facilities,parking and at least three food and beverage offerings

− MSAs offer own brand food and beverage offerings anda range of internationally recognised brands

Trunk Road Service Areas (“TRSA”)

− TRSAs are mid-size sites on major roads with seatingareas and one to three food and beverage offerings

− High-end stores with attractive ambiance

Service Areas – MSAs and TRSAsCompany Owned

− Traditional forecourt, store offering and food andbeverages

− Relevant retail proposition built to reflect localdemographic

Dealer

− PFS owned by operator, five year fuel supplyagreements

− Fixed margin per litre to dealer

Petrol Filling Stations (“PFS”)

36


Note: as of 30 June 2018

37



38



39



40


Pro-forma adjustmentsIncome Statement

Note 1

• The income statement of Applegreen Group has been extracted without adjustment from the audited published financial statements for the year ended 31 December 2017

Note 2

• The income statement of Welcome Break Group for the 52 week period ended 30 January 2018 been extracted without material adjustment from the Welcome Break Historical Financial Information set out in the Admission Document, converted to Euro using a Euro/GBP of 0.87667 being the average rate applied in the Applegreen Group financial statements for the year ended 31 December 2017

Note 3

• This adjustment relates to the incremental interest cost and related tax benefit of additional borrowings incurred as a part of the funding of the transaction. Applegreen plc claim an Irish tax deduction on its interest on a paid basis. No carry forward of unused amounts is allowed. Therefore, it has been assumed that the Irish entities will have sufficient taxable income to utilise the full interest relief available

Note 4

• The adjustments relate to:

o Business combination transaction costs - Transaction costs of €5.3 million relating to the Welcome Break acquisition are expensed in the income statement with the corresponding tax impact of €0.7 million also reflected

o Interest on Eurobonds - The Eurobonds are unsecured loans that are required to be held by the shareholders in Welcome Break in the same proportion to their respective shareholdings in the Welcome Break Group. Each noteholder has agreed to convert £151.7 million in total of Eurobonds, out of the total £301.7 million that existed on 31 January 2018, into equity once the AIP Agreement has been implemented to optimise interest deductibility for the Enlarged Group;

o Interest saving of €23.8 million on the conversion of a portion of the existing Eurobonds into equity in Welcome Break Group; and €11.9 million of consolidation adjustment to add back the proportion of Eurobonds interest held by Applegreen resulting in a total Eurobond interest saving of €35.7 million

o The interest saving and associated break fees totalling €3.6 million associated with the early repayment of Welcome Break Group junior debt

o The recognition of minority interest of €20.7m based on 49.99% in the Welcome Break Group following the transaction plus €17.8m of interest saving on Eurobonds attributable to minority interests plus €1.8m saving on interest costs relating to the early repayment of Welcome Break Group junior debt and net of deal costs.

Pro-forma consolidation adjustments

41


Pro-forma adjustments

Balance sheet

Note 1:

• The statement of financial position of Applegreen Group have been extracted without adjustment from the audited published financial statements for the year ended 31 December 2017.

Note 2:

• The statement of financial position of Welcome Break Group as at 31 January 2018 have been extracted from the Welcome Break Historical Financial Information set out in the Admission Document, converted to Euro using a Euro/GBP exchange rate of 0.87667 being the closing rate applied in the Applegreen Group financial statements for the year ended 31 December 2017.

Note 3:

• The adjustments relate to the expected fundraising associated with the transaction as follows:

• the drawdown of the new Applegreen Group debt facility of €207.0 million (before related fees

• and costs) and repayment of the existing debt facility of €64.0 million;

• an equity fundraising of €175.0 million, gross of fees and costs; and

• costs associated with the debt and equity fundraising, net of tax

Note 4:

• The up font acquisition cost of €360.5 million, being the total cash consideration of €361.8 million less agreed adjustments for leakage and interest between signing and closing, for the NIBC 55.02% interest in Welcome Break Group along with related transaction costs of €5.3 million.

• The AIP sale proceeds of €56.5 million provided for under the AIP Agreement;

• The transfer of Applegreen UK Business Transfer Assets to Welcome Break Group at an estimated valuation of £120 million (€135.3 million). As this is an intergroup transaction, all except the non-controlling interest eliminates on consolidation. Therefore, €67.6 million (being 49.99 per cent.) is being recorded on this transfer;

• The expected contribution of the AIP additional equity investment;

• The intended repayment (subject to approval of the Welcome Break Group lenders) of €87.5 million of junior debt within the Welcome Break Group along with the related debt break fees of 2 per cent. have been assumed and the related tax impact;

• The conversion of a portion of the existing shareholder loans (Eurobonds) into equity in Welcome Break Group to optimise interest deductibility for the Enlarged Group; and

• The elimination of pre-acquisition reserves.

• No fair value assessment has been carried out in relation to assets and liabilities acquired as part of the Welcome Break Group. All purchase consideration in excess of the Welcome Break Group net assets has therefore been recorded as Goodwill.

• After completion, but ahead of 31 December 2018, the Board will be required to undertake a fair value exercise of the identifiable assets and liabilities of the acquired business to assess the purchase price for accounting purposes. This fair value exercise may result in adjustments to the carrying value of the Enlarged Group’s statement of financial position items.

Pro-forma consolidation adjustments

Documents

Applegreen plc Transformational acquisition of Welcome Break/media/Files/A/Applegreen-I… · Applegreen plc Transformational acquisition of Welcome Break Disclaimer THIS PRESENTATION