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P E T R O G A S

G L O B A L

L I M I T E D

R E P O R T

A N D F I N A N C I A L

S T A T E M E N T S

2012

Certain information included in this Annual Report and Accounts is forward–looking and involves risks, assumptions and uncertainties that could cause actual results to differmaterially from those expressed or implied by forward–looking statements. Forward-looking statements cover all matters which are not historical facts and include, withoutlimitation, projections relating to results of operations and financial conditions and the Company’s plans and objectives for future operations. The reader should not place unduereliance on these forward–looking statements, which speak only as of the date of this report.

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Staff 1200 Locations 80 €200,000 raised for charity during 2012.

Petrogas Global is a privately owned companyand Ireland’s largest independent forecourtretailer with over 80 sites trading in theRepublic of Ireland and United Kingdom. It currently employs over 1,200 people andhas grown rapidly since its establishment in1992. A leader in innovation, it continues to set standards in the forecourt industry acrossthe UK and Ireland as well as globally.

P E T R O G A S G L O B A L L I M I T E DR E P O R T A N D F I N A N C I A L S T A T E M E N T S

2 0 1 2Expandingour horizons Overview

04 Chairman's Review06 Operating Overview08 UK Site Development10 Applegreen Reward Programme12 Applegreen Distribution Centre14 Corporate Social Responsibility

Financial Statements16 Directors Report18 Statement of Director Responsibilities19 Independent Auditors' Report to

the Shareholders21 Statement of Accounting Policies24 Consolidated Profit and Loss Account25 Consolidated Statement of Total

Recognised Gains and Losses25 Reconciliation of Movements in

Shareholders' Funds25 Note of Historical Cost Profits

and Losses26 Consolidated Balance Sheet27 Company Balance Sheet28 Consolidated Cash Flow Statement29 Notes to the Financial Statements43 Directors and Other Information

➔Turnover €719m up 16%

➔Gross profit €71m

➔55% UK Fuel volume growth

➔157,000 Loyalty Card holders

➔3.4% UK Non fuel retail growth

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“The company is exploringsome exciting new

projects at the moment,many in new markets.These will become the

foundation for a new waveof growth for Petrogas.”

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2012 Chairman’s Review


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Very few companies operatingin the Irish, or indeed the UKmarket, would say that 2012 wasa successful and exciting year.And yet for Petrogas thisaccurately describes our 20thyear in business.

2012 was the period in which the downturn in our main marketabated and the latter months of the year saw encouraging signs,all pointing to a future pick up in consumption. In addition manyinvestments and innovations made over previous years maturedand had a positive impact on the business. Meanwhile, thedifficult economic environment presented opportunities, which we have successfully exploited, to significantly grow our forecourtestate in both Ireland and the UK.

The rigorous processes we have developed in the downturnallowed us to appraise opportunities in a disciplined way, allocateour limited capital very efficiently and maximise the cashgeneration and profitability of our business.

These developments reflected positively on our financialperformance and contributed to a significant increase inprofitability in 2012. During the past 20 years we have alwaystraded profitably and this attests both to the stability of ourindustry and our ability to navigate the challenges that growththrough the business cycle demands.

Of necessity, much of our time was internally focused during2012. The main challenge for the senior management team was to complete a refinance of the business to allow Petrogas to continue its growth and expansion. With both our legacy bankswithdrawing from the Irish market it was essential to establishnew sources of finance that would cater for the future fundingrequirements of the business. This involved the appointment ofadvisors and engaging in substantial due diligence work whichtook time away from the core business. This work continued into2013 and I am pleased to report that we have successfully

concluded the refinance process and agreed a new long termsenior debt facility from two financial institutions committed to the Irish market. Our low leverage and the support of our fundingpartner give us a strong platform to build on and maintain thegrowth of the business in years to come

Growing the underlying business against this background was acommendable achievement. It was only possible due to thetalented and committed management team that we now have inPetrogas. They in turn are supported by a dynamic and able groupof young professionals who will develop with the business infuture years.

Our 'downstream' petrol forecourt industry continues torestructure across the world. The vertical integrated major oilcompany model is being dismantled and new and sometimesinexperienced investors are entering the forecourt sector. This presents us with many opportunities. The Group is exploringsome exciting new projects at the moment, many in new markets.These will, I suspect, become the foundation for a new wave ofgrowth for Petrogas and allow us to continue the forwardmomentum that is now part of our business culture.

We look forward to the future with confidence.

R.C. EtchinghamChairman

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“We have significantgrowth plans for theUK which will see thenumber of outletsexceed 100 over thenext 5 years.”

Operating Review

We have been busy in 2012.Petrogas Global achieved agross profit of €71m in 2012against a turnover of €719m,representing a 16% increase on2011. This increase was mainlydriven by the growth of thenumber of outlets in both the UK

and Ireland. The UK saw thelargest increase with atotal of 8 new outletsopened. In tandem,UK fuel volumesgrew by 55% from82m litres in 2011 to127m litres in 2012.

A further building block for UK growthwas put in place with the introductionof the latest POS software to our UKdivision. This allowed us to introduceadditional service product offerings toour UK Customers. Applegreencommenced distributing specific ownlabel products to our UK businessfrom our Irish Depot at Leixlip.

Simultaneously the Irish operationadded 7 new outlets, bringing thetotal number of retail outlets at theend of 2012 to 96, with thecompany adding 265 newemployees and 32 Licensees overthe year.

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7

Fuel Volume Growth 2012Turnover Growth 2012

Turnoverg719

UK

+55% (127m litres)

Irl

+8% (326m litres)

+16%

Turnover €719mGross profit €71m

45

3

2007

51

10

2008

MSA UK IRL

57

11

2009

58

116

2010

60

15

6

2011

67

23

6

2012

72

39

10

Est. 2013

No. of Sites 140

120

100

80

60

40

20

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Growth in No. of Sites

Successful partnerships with both Costa Coffee and Burger Kingand the further development of our own motorway aCafé conceptall continued to drive business in the Irish Motorway Service Areas(MSA’s) where the potential to increase business continued topresent itself unabated. The 6 existing MSA's had a particularlystrong 2012. These unique facilities continue to grow and attractnew Customers daily. A strong emphasis was placed ondeveloping closer relationships with local, national andinternational coach and bus companies and event organisersduring 2012. This led to an increase in advance bookings andquicker, more satisfying processing time for larger groups.

In addition to expanding our portfolio of retail outlets, we havealso been keen to upgrade and re-brand our existing sites. In total, 49 sites are currently branded Applegreen with a further 8planned for re-branding in 2013. We are committed to re-brandingthe remaining sites over the next three to four years thus furtherstrengthening the Applegreen brand. By working closely with oursuppliers we have been able to reduce shop prices and enhanceour ‘Better Value Always’ offer to our Customers.

We continued to expand our trading and distribution service to oursites. The upgrading of our Warehouse Management System in thePetrogas distribution centre in Leixlip brought about state of theart voice-picking and put-away, leading to increased productivityand accuracy. Significant improvements were also implemented toour training programmes the majority of which are now availablevia the Petrogas intranet.

Considerable cost reductions were also achieved by theapplication of efficiencies to the business in services such astelecom, broadband and general printing costs. Our systems teamset up a Disaster Recovery centre in Citywest, where critical datafrom our main server farm in Parkwest is continuously replicated,providing the comfort of knowing that our data is secure andbusiness continuity is assured should difficulties arise.

We outsourced part of our Finance function in 2009 partneringwith the leading outsourcing company EXL located in Noida, nearDelhi in India. We now have a dedicated centre there with 43staff. This centre combined with the implementation of automation

and business process re-engineering has been instrumental inachieving and maintaining a 10-Day Close for our monthlymanagement accounts.

The launch of the Applegreen Loyalty Programme proved a pivotalmove in the area of analytics and Customer satisfaction. The response exceeded all expectations as over double theexpected number of Customers signed up for the program in thefirst year. No doubt this was helped by the fact that theApplegreen Loyalty Card was the first comprehensive forecourtreward card available to the Irish motorist. Various campaignswhich included ‘In-Store’ offers such as - ‘save 10%’ whichcontributed to a jump in sales for bread (+7%), milk (+8%) andIrish Independent Newspapers (+3%), a ‘Buy Swipe Win’promotion which resulted in significant sales increases in areassuch as milk (+34%), wine (+53%) and Lucozade (+20%). As partof the programme rewards such as gift cards, theme park ticketsand other offers from well-known big brands were also offered toloyal Customers. A Christmas loyalty campaign was instigated forthe most loyal Customers resulting in those Customers receiving atotal of €215,000 worth of vouchers to use across all retailoutlets. The number of card holders topped 157,000 by December2012 and the Applegreen Customer Rewards Card became a partof daily life at Petrogas stations nationwide.

As always our charity engagement is the heartbeat of Petrogaslife. During 2012 we partnered with Console the SuicidePrevention, Intervention and Postvention Service and the Jack &Jill Children’s Foundation who supply respite care and support toterminally ill children. The response from Customers and staff hasbeen phenomenal. In total Petrogas Customers and staff handedover €231,754 to our dedicated charities in 2012.

A big thank you to all our licensees and staff for their continuedhard work and dedication to the Applegreen Brand.

Joe BarrettRetail Director


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“Fuel sales for Petrogas UKin 2012 topped 127 millionlitres, up from 85 millionlitres in 2011. Like for likefuel sales were up 4.1%and non-fuel sales up3.4%.”

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UK Site Development

At the end of 2012 Petrogas UKhad expanded its operation to 22locations by adding sites inHinckley, Wadhurst, Uckfield,Oswestry, Ipswich, Swindon,Boston and Scunthorpe. Seven ofthe sites added in 2012 werepreviously Shell stations.

The Applegreen brand has raised the bar in the traditionallyconservative UK forecourt market by shifting the focus of the shopoffer to embrace a more relevant convenience offer as opposed tothe old emergency / household, grocery offer.

Important Petrogas UK developments in 2012 included:• The launching of Costa Coffee self-service docks to all stores• Increasing the number of grab and go items for immediate

consumption• Rolling out of external ATM machines to all sites• Increasing the number of sites offering Lottery service

from 5 to 18 • Acquiring full alcohol licences for all sites and in some cases

24 hour trading licences • Launching the Applegreen own brand ambient range

(including Applegreen Water and Applegreen Motor Oil both now in the top ten list of best selling products) in all 22 Applegreen UK sites

• Appointing new sandwich suppliers• Integrated Paypoint service which allows Customers to pay

numerous utility bills etc. at the till

Petrogas UK Director Michael O’Loughlin meanwhile was invitedto present at an array of industry conferences, most notably theAACS (Australasian Association of Convenience Stores) conferencein Melbourne, indicating that the industry is again keeping an eyeon Petrogas’ innovative, flexible retail style.

Staff numbers at Petrogas UK stations has topped 330 and themanagement/head office team now stands at 7 following theappointment of a new area manager with plans to further increasethe support team in the very near future.

Fuel sales for Petrogas UK in 2012 topped 127 million litres, upfrom 85 million litres in 2011. Like for like fuel sales were up4.1% and non–fuel sales up 3.4%.


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1010

“At the end of 2012 theApplegreen rewardsprogramme had 157,000active members, with aconsistent sign up rateof 5,000 per month. The monthly e–shot issent to over 100,000members with aconsistent 50% + clickthrough rate sincelaunch date.”

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Applegreen Reward Programme

In the 2011 recessionarymarketplace, Applegreenrecognised the need to rewardloyal Customers, thereforesafeguarding their business inthe long term and driving salesin the short term. There wasalso a need to communicate withCustomers and understand howthey felt about Applegreen andhow the brand could better meettheir needs.

Applegreen Rewards launched in November 2011, the first of itskind in the Irish forecourt industry. At its foundations was acollector mentality, points based, platform. One point per litre offuel and four points per euro spent in the shop, which alsoencouraged Customers towards higher margin shop purchases.Ultimately this was done to support the Company in reaching itssales and profit targets for 2012 and onwards.

Points could be traded for experiential rewards such as spa treatments, electrical goods, gift cards, charity donationsor converted into cash vouchers annually for the most loyalCustomers. A year after launch there were over 167,000registered and active members. A multi–functional Loyalty taskforce was set up to create the program (IT, Marketing, Sales,Operations). They undertook extensive research on loyaltyprograms in the UK and Irish retail markets, garnering valuablefeedback from Customers as to what their expectations of such asystem would be. Then armed with this information the task forceengaged with a Loyalty Expert to develop the thinking.

There followed a rigorous due diligence process to find the bestexternal partners for the project. The team met with a range ofexpert companies and appointed a group of company partners.These included a point’s engine provider, data Analytics Company,experiential rewards company, plastic card manufacturer, ITsystems expert, website expert, data protection partner and digitalmedia company.

Once achieved, the team aligned all the internal functions withthese external companies and fully tested the system from tillpoint to point’s engine to ensure trouble free transactions. A Loyalty team was appointed to manage the program, whichincluded an in house customer service help desk, communicationsmanager, analyst and accountant.

The new Loyalty team then created the launch plan that includeda financial staff incentive investment of €105,000 for achievingcustomer registration targets in the first three months of launch.

Applegreen subsequently experienced a 3% increase in sales overthe previous year. The sales growth was largely felt in the secondhalf of the year when the loyalty program gained traction andtherefore it has been highlighted as a key reason for the increasein sales. At the end of 2012 the rewards programme had 167,000active members, with a consistent sign up rate of 5,000 permonth. The monthly e-shot is sent to over 100,000 members witha consistent 50% + click through rate since launch date.

The rewards catalogue has expanded as Applegreen has learnedwhat its Customers want.

Applegreen has created a two way communications platform withits Customers. Over 500 calls and 300 emails are dealt withweekly, the vast majority are positive. It has also improvedcommunication between site staff and Customers also.


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1212

“Tobacco Customers tendto be loyal to sites whichconsistently stock theirfavourite brand, so it wasa logical move (andindustry first) to taketobacco products into thedistribution centre.”

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ApplegreenDistribution Centre

The introduction of a bespokeVoice Command Picking systemresulted in considerable gainsfor the Applegreen DistributionCentre. Correct picks are now at99.7% which is above theindustry average and it isexpected to reach 99.9%accuracy in 2013.

All products entering the warehouse now have an externalbarcode which can be read by the system. Not only has thisresulted in enabling much faster check off times on deliveries,it has brought much improved transparency to site managers withregard to stock availability and stock holding levels.

Sound command stock takes have proven to be far more accuratethan other methods and the system has also streamlined theprocessing of credit requests, when necessary.

Tobacco Customers tend to be loyal to siteswhich consistently stock their favourite brand, soit was a logical move (and industry first) to taketobacco products into the distribution centre.Providing a possible three delivery options aweek has brought sites much improved stockavailability and reduced the need for expensivelarge stock holding.


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“Applegreen charitablefunding across 2012totals €200,000.”

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Corporate Social Responsibility

In December 2009 theApplegreen Charitable Fundwas launched, partnering withThe Laura Lynn House andGOAL.

The simple mechanic was for every shop / fuel or shop onlypurchase, Applegreen donates 1 cent to the Applegreen Charitable Fund. Customers can track the money raised onwww.applegreen.ie. The funds were supplemented by donationboxes at every till in every site. Across 2012/13, Applegreendeveloped the Fund further, working with Console and Jack & Jill.

A Charity Committee was formed with representatives from headoffice, sites and all levels of the Company. It had a clear additionalchallenge, to ensure each of Applegreen’s 70 sites (manager andstaff) joined the committee in raising an additional €2000 per siteor €140,000 across 2 years! In year one, with a combined effortfrom Head Office colleagues who undertook the ‘Ben Nevis’,‘Galway Cycle’ and ‘Jack and Jill Dublin to Kilkenny Cycle’challenges, Applegreen raised a grand total of €200,000. The Applegreen Rewards programme incorporated the Fund atlaunch, with Customers able to donate 100 points to either Jack & Jill or Console. We have seen a steady commitment by ourloyalty Customers to donate their points over the program’s firstyear.

The 2012 challenge was first announced at the CompanyConference December 2011. Committee members then followedup with Site Managers to create site specific activities for raising€2,000. The marketing department created bespoke posters andpress releases to advertise the events and released the latterthrough the Charities’ PR Managers. The committee worked withthe charities to secure t–shirts and collection buckets for theevents. They were responsible for organising training sessionsand encouraging all employees to sign up to the various organisedchallenges across 2012. Sites ran static cycles (often competingagainst each other) carwash events, fancy dress days and oneparticular site created and sold a Site Staff Calendar to its regularCustomers. All in all, 26 sites and over 40 head office staffmembers took part in the fundraising activity.

The Christmas Charitable Fund E–shot was sent to 85,000Customers and had a click through rate of 54%.

The Charitable Fund is knitted into the DNA of the Company.In January 2013 one head office colleague began a 5 monthsecondment with Jack and Jill.

In addition to the Applegreen Charitable Fund a voluntary fundwas instigated in June 2012. The aim was to hike 3 mountains in3 days in Scotland which included 'Ben Nevis' the country’shighest mountain. The upshot of this challenge was that 22employees trained for months for the event and each member ofthe team raised a minimum individual sponsorship of €400. Two fundraising Quiz nights were organised, one in Dublin andone in Cork. Each of Applegreen’s sites in Ireland and the UKsponsored €100 each and suppliers also donated supplies for theparticipants.

In total, approximately €20,000 additionalfunding was raised and was donated toConsole. This challenge together with themoney raised through the charity boxes andthe Applegreen Charitable Fund brings thetotal funding across 2012 to €200,000.


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Directors’ Report

The Directors present their report together with the audited Group financial statements for the year ended December 31, 2012.

Principal activities and review of the business The principal activity of the Group is the operation of service stations throughout Ireland and in the UK, under the Applegreen brand, for its ownaccount and under licensing arrangements to third party licensees. The details of the Company’s subsidiaries and substantial undertakings aredisclosed in note 29. There has been no change in the principal activities of the subsidiary companies during the financial year. The highlights of the Group’s financial statements include:

2012 2011€Millions €Millions

Turnover for the year of 719 590

EBITDA 15.3 12.3

Gross assets of 152 145

Shareholders’ funds of 33 27

Profits, dividends and reserves €’000

Net profit after taxation attributable for the year amounted to (1,005)

From which a share redemption is deducted of 12.3

And reserve movement of 641

Is added to reserves brought forward of (7,818)

Leaving reserves carried forward in the Group of (2,376)

The Company redeemed 452 Redeemable Preference Shares of €0.01 each at €2,224 per share.

Current TradingThe group continues to trade profitably and expand its forecourt network both in Ireland, Northern Ireland and the UK.

Events since the year end and future developmentsCashflow generated from the business along with funds released from the sale and leaseback of four freehold sites has allowed the businessrepay a significant portion of its maturing debt facilities. The Group has secured new facilities from two financial institutions that will enable itdischarge the balance of its legacy borrowings. In addition the Group is re–organising and simplifying its corporate structure and has completedpart of this restructure including the acquisition of Yerba Limited a company which held the freehold property interests for six service stationsoperated by the Group. The Group has further expanded its base of operations with sixteen new sites in the UK, three new forecourts added inIreland and have acquired four sites intended for the development of Motorway Service Areas in Northern Ireland.

Research and developmentThe Group engaged in I.T. research and development activity during the year.

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Principal risks and uncertaintiesThe Group’s general business activities may be affected by risks associated with all companies in the fuel distribution and retail sector. The Group has identified the following risks specific to its business: • The Group operates in a highly competitive market, with competitors drawn from local and very large scale multi–nationalcorporations. To mitigate this risk, we focus on delivering superior service at a competitive cost to our Customers. To facilitate this at a profitable level, we aim to have the best economies of scale in the industry with central buying and distribution.

• The Group may experience decreased customer demand as a result of further economic decline.• The Group expands the business through a strategy of service station and site acquisitions. The Group’s growth may be hinderedshould it be unable to find attractive acquisitions or source the required financial facilities in the current banking environment.

• Severe weather conditions can impact average traffic volumes which would directly impact on demand for the Group’s products.• The Group operates in a highly regulated and legally stringent sector. Changes in environmental, health and safety or governmentallaws or regulations could result in significant additional costs to the Group.

• Changes in the stability of financial institutions may equate to higher costs to be borne by the Group. An increase in the costs associatedwith the Group’s debt or an increase in financing costs could hinder the Group’s growth.

• The financial crisis has heightened the need for effective capital management and the risk of insufficient liquidity can undermine an entity'sability to develop and manage a robust business model. The Group manages the risk of insufficient liquidity by liaising with its bankersregularly to ensure the availability of sufficient liquidity to allow the Group manage its growth aspirations effectively.

• Petrogas Group Limited currently operates in pounds sterling as well as euro. Any changes in the foreign exchange rate relative to the eurowould impact on the Group.

The Directors take such actions as they deem appropriate to minimise the Group’s exposure to identified risks. The Group’s financial risks areset out in note 30 to the financial statements.

DirectorsThe present members of the Board of the Company, and those who held office during the financial year, are:

Robert EtchinghamJoseph BarrettMichael O’LoughlinDamian Kennedy

In accordance with the Articles of Association of the Company, the Directors are not required to retire by rotation.

Interests of the Directors/SecretaryDetails of the Directors’ and Secretary’s shareholdings, interests and transactions with the Group are provided in note 9 to the financialstatements.

Books of accountThe measures taken by the Directors to ensure compliance with the requirements of Section 202, Companies Act, 1990, regarding properbooks of account are the implementation of necessary policies and procedures for recording transactions, the employment of competentaccounting personnel with appropriate expertise and the provision of adequate resources to the finance function. The books of account aremaintained at the Company’s head office, Block 17, Joyce Way, Park West, Dublin 12 and at various branches.

AuditorsThe Board has decided that the position of auditor be subject to rotation on a regular basis.A tendering process was conducted for the 2013 financial year. Following the tender process PwC were appointed.Phelan Prescott + Co, Chartered Accountants + Registered Auditors, will resign on the appointment of the new auditor.

By order of the board

Robert Etchingham Joseph BarrettDirector DirectorSeptember 12, 2013 September 12, 2013


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Statement of Directors’ Responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable Irish law. Under thatlaw, the Directors have elected to adopt Generally Accepted Accounting Practice in Ireland including the accounting standards issued by theAccounting Standards Board and promulgated by The Institute of Chartered Accountants in Ireland.

Company law requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairsof the Company and of the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors arerequired to:

• select suitable accounting policies and then apply them consistently;• make judgements and estimates that are reasonable and prudent; • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors confirm that they have complied with the above requirements in preparing the financial statements.

The Directors are responsible for keeping proper books of account that disclose with reasonable accuracy at any time the financial position ofthe Company and enable them to ensure that the financial statements are prepared in accordance with accounting standards generallyaccepted in Ireland and with Irish statute law comprising the Companies Acts, 1963 to 2012, and the European Communities (Companies: Group Accounts) Regulations, 1992.

The Directors are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for theprevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company andGroup’s website. Legislation in Ireland governing the preparation and dissemination of financial statements may differ from legislation in otherjurisdictions.


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Independent Auditors’ Report to the Shareholders

We have audited the financial statement of Petrogas Global Limited for the year ended December 31, 2012, which comprise of the consolidatedprofit and loss account, the consolidated statement of total recognised gains and losses, the consolidated and Company balance sheets, theconsolidated cashflow statement and the related notes. These financial statements have been prepared under the accounting policies set outtherein.

Respective responsibilities of Directors and AuditorsAs described in the Statement of Directors’ Responsibilities the Company’s Directors are responsible for preparing the financial statements inaccordance with applicable law and Generally Accepted Accounting Practice in Ireland including the accounting standards issued by theAccounting Standards Board and published by the Institute of Chartered Accountants in Ireland.

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standardson Auditing (UK and Ireland).

This Report is made solely to the Company’s members, as a body, in accordance with Section 193 of the Companies Act, 1990. Our audit workhas been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s reportand for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Companyand the Company’s members as a body, for our audit work, for this Report, or for the opinions we have formed.

We report to you our opinion as to whether the financial statements give a true and fair view in accordance with Generally Accepted AccountingPractice in Ireland and are properly prepared in accordance with the Companies Acts, 1963 to 2012, and the European Communities(Companies: Group Accounts) Regulations, 1992. We also report to you whether in our opinion: proper books of account have been kept by theCompany; whether at the balance sheet date, there exists a financial situation requiring the convening of an extraordinary general meeting ofthe Company; and whether the information given in the Directors’ Report is consistent with the financial statements. In addition, we statewhether we have obtained all the information and explanations necessary for the purposes of our audit, and whether the balance sheet is inagreement with the books of account.

We also report to you if, in our opinion, any information specified by law regarding Directors’ remuneration and Directors’ transactions is notdisclosed and, where practicable, include such information in our Report.

We read the other information contained in the Annual Report and consider whether it is consistent with the audited financial statements. This other information comprises only the Directors’ Report and the Chairman’s Review. We consider the implications for our report if webecome aware of any apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information.

Basis of audit opinionWe conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includesan assessment of the significant estimates and judgements made by the Directors in the preparation of the financial statements, and ofwhether the accounting policies are appropriate to the Group’s and Company’s circumstances, consistently applied and adequately disclosed.We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide uswith sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused byfraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in thefinancial statements.


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20

Independent Auditors’ Report to the Shareholders(continued)

OpinionIn our opinion the financial statements:• give a true and fair view, in accordance with Generally Accepted Accounting Practice in Ireland, of the state of affairs of the Company and ofthe Group as at December 31, 2012 and of the profit of the Group for the year then ended, and

• have been properly prepared in accordance with the requirements of the Companies Acts, 1963 to 2012 and the European Communities(Companies: Group Accounts) Regulations, 1992.

We have obtained all the information and explanations which we consider necessary for the purposes of our audit. In our opinion proper booksof account have been kept by the Company. The Company’s balance sheet is in agreement with the books of account.In our opinion the information given in the Directors’ Report is consistent with the financial statements.

The net assets of the Company, as stated in the balance sheet, are more than half of the amount of its called–up share capital and, in ouropinion, on that basis there did not exist at December 31, 2012 a financial situation which under Section 40(1) of the Companies (Amendment)Act, 1983 would require the convening of an extraordinary general meeting of the Company.

Brian P. GeraghtyFor and on behalf of Phelan Prescott + Co.Chartered Accountants + Registered Auditors

Alton House, 4 Herbert Street, Dublin 2September 22, 2013

21

Statement of Accounting Policies For the year ended December 31, 2012

A summary of the principal accounting policies, all of which have been applied consistently throughout the periods being reported, is set outbelow:

Basis of preparationThe financial statements have been prepared in accordance with Accounting Standards generally accepted in Ireland and Irish statute lawcomprising the Companies Acts, 1963 to 2012, and the European Communities (Companies: Group Accounts) Regulations, 1992. Accounting Standards generally accepted in Ireland in preparing financial statements giving a true and fair view are those published by theInstitute of Chartered Accountants in Ireland and issued by the Accounting Standards Board.

Basis of accountingThe financial statements have been prepared in Euro (€) rounded to the nearest thousand, except where indicated, under the historical costconvention, as modified by the revaluation of land, buildings and the motor service areas lease agreements.

Basis of consolidationThe Group financial statements consolidate the financial statements of the Company, its subsidiary and associate undertakings. The combination of the businesses, Petrogas Group Limited and Applegreen Service Areas Limited has been included in the consolidatedfinancial statements using merger accounting.

The results for other subsidiary undertakings acquired or disposed of during the year are included in the consolidated profit and loss accountfrom the date of acquisition or up to the date of disposal using acquisition accounting.

Associate undertakingThe associate is accounted for using the equity method. The Group’s share of the profit or loss of the associate is included in the consolidatedprofit and loss account. The Group’s interests in their net assets or liabilities are included as financial assets in the consolidated balance sheetat an amount representing the Group’s share of the net asset at acquisition plus the Group’s share of post acquisition retained profits or losses.The amounts included in the consolidated financial statements in respect of the post–acquisition profits or losses of the associate are takenfrom their latest financial statements made up to the balance sheet date.

The investment in the associate is shown in the company’s balance sheet as financial fixed assets and is valued at cost less provision forimpairment in value.

TurnoverTurnover comprises the value of goods and services supplied to external Customers excluding value added tax and similar taxes.

GoodwillGoodwill is the difference between the value of the consideration given on the acquisition of a business and the aggregate market value of theseparate net assets acquired.

Goodwill is being amortised through the profit and loss account in equal instalments over its estimated economic life of 10 years.

Goodwill is reviewed for impairment at the end of the first full financial year following acquisition, and in other periods if events or changes incircumstances indicate that the carrying value may not be recoverable.

Intangible assets, other than goodwillIntangible assets acquired are capitalised at cost and amortised using the straight–line basis over their useful lives up to a maximum of 20years.

In all cases, intangible assets are reviewed for impairment at the end of the first full financial year following acquisition and in other periods ifevents or changes in circumstances indicate that the carrying value may not be recoverable.


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22

Statement of Accounting Policies (continued)For the year ended December 31, 2012

Freehold and leasehold propertiesAll tangible fixed assets are initially recorded at historic cost.

Independent valuations of the Group’s portfolio of freehold and leasehold service station properties are conducted on a regular basis withinterim valuation reviews at yearly intervals. The properties have broadly similar characteristics, such that values are likely to be affected bysimilar market forces so that valuation on a rotational basis is considered appropriate.

The properties are valued on an existing use basis inclusive of goodwill reflecting the inherent profitability of the site. Any revaluation surplus ordeficit is adjusted for in the revaluation reserve.

Revaluation gains are recognised in the profit and loss account (after adjustment for subsequent depreciation) only to the extent that theyreverse revaluation losses on the same assets that were previously recognised in the profit and loss account. All other revaluation gains arerecognised in the statement of total recognised gains and losses.

Revaluation losses and impairments are recognised in the statement of total recognised gains and losses until the carrying amount reaches itsdepreciated historical cost. Beyond this the loss is recognised in the profit and loss account.Freehold and leasehold buildings are depreciated at the following rates:

Freehold buildings Over 50 yearsLeasehold buildings Over the term of the lease.

Freehold and leasehold land and assets under construction are not depreciated.

Motorway Service Areas (MSAs)MSAs comprise the entitlement to operate Motorway Service Areas operated by the National Roads Authority and are for periods of up to 24years are valued by a professional valuer on a regular basis and any surplus or deficit on revaluation adjusted for in the revaluation reserve.

Other tangible fixed assetsOther tangible fixed assets are stated at cost less accumulated depreciation. Depreciation is provided at rates calculated to write off the costless residual value of each asset over its expected useful life as follows:Plant and equipment 5%Fixtures and fittings 10%Computer hardware and software 20%Motor vehicles 20%

All tangible fixed assets are eliminated from the balance sheet when fully depreciated.

Financial assetsInvestments in subsidiariesInvestments in subsidiary undertakings are stated in the Company balance sheet at cost less provision for diminution in value.In addition, the Group holds one share in Yerba Limited which gives it the right to appoint the board but no right to any share in the profits orassets of the company on winding up other than a return of capital. While Yerba Limited is controlled by the Group and rendered as asubsidiary, the results of Yerba are not consolidated in these financial statements as the Group’s share of profits and assets is immaterial.

Investment propertiesInvestment properties are included at market value as determined by the Directors and are not depreciated. The directors believe that the policyof not providing depreciation is necessary in order for the financial statements to give a true and fair view. Surpluses on revaluations aretransferred to the revaluation reserve and are taken to the statement of total recognised gains and losses.

Unquoted investmentUnquoted investments are stated in the balance sheet at cost less provision for diminution in value.

Leasing and hire purchase commitmentsAssets obtained under hire purchase contracts and finance leases that substantially transfer all the risks and rewards of ownership to theGroup are capitalised as tangible assets and depreciated over their useful lives. Obligations under such agreements are included in creditorsnet of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so asto produce constant periodic rates of charge on the net obligations outstanding in each period.

23

StockStock is valued at the lower of cost and net realisable value.

PensionsThe Company operates defined contribution pension schemes in respect of its Directors and employees. The assets of the schemes are heldseparately from those of the Company in independently administered funds. The pension charge in the profit and loss account representscontributions payable by the Company to the schemes.

TaxationCorporation tax in respect of the Group is provided at current rates and is calculated on the basis of the results for the year.

Deferred taxation is calculated on timing differences between the taxable profits and the results as stated in the financial statements. These differences arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognisedin the financial statements. The revaluation of properties is not considered to constitute a timing difference where there is no intention ofdisposing of the revalued properties in the foreseeable future.

Provision for a corporation tax surcharge assessable on undistributed investment income (in accordance with Section 440, Taxes ConsolidationAct 1997) is provided after the time limit of 18 months has elapsed within which a dividend can be paid to avoid such surcharge.

Foreign currenciesFunctional and presentation currencyThe financial statements are presented in Euro, the currency of the primary economic environment in which the entity operates (the ‘functionalcurrency’).

Transactions and balancesTransactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated inforeign currencies are retranslated at the rate of exchange ruling at the balance sheet date. All differences are taken to the profit and lossaccount.

The results of a subsidiary undertaking whose functional currency is sterling is translated at average exchange rates for the year and therelated balance sheet has been translated at the rate ruling at the balance sheet date. Exchange differences resulting from the retranslation ofthe opening balance sheet of subsidiary undertakings at closing rates, together with the differences on the translation of the profit and lossaccount, are reflected in the Consolidated Statement of Total Recognised Gains and Losses.

The principal exchange rates used for the translation of results and the balance sheet into Euro were as follows:

2012 2011€1=Stg£ €1=Stg£

Average 0.81087 0.86788

Year end 0.8161 0.8353


2 0 1 2

24

Consolidated Profit and Loss AccountFor the year ended December 31, 2012

2012 2011Note €’000 €’000

Turnover 1 718,811 589,578

Cost of sales (648,097) (527,887)

Gross profit 70,714 61,691

Staff Costs 2 (13,831) (13,618)

Amortisation/Depreciation 6 (4,422) (4,068)

Other operating charges (42,099) (36,281)

Exceptional item – Acquisition project 3 – (660)

Other operating income 4 520 545

Group operating profit 10,882 7,609

Impairment of assets 5 (2,181) –

Share of loss in associate 14 (320) (341)

Total operating profit 6 8,381 7,268

Interest receivable and similar income 7 385 370

Interest payable and similar charges 8 (2,556) (3,482)

Group profit before taxation 6,210 4,156

Taxation 10 (404) (311)

Group profit retained for year 5,806 3,845

All the Group’s operating activities are classified as continuing.


25


2 0 1 2

Consolidated Statement of Total Recognised Gainsand LossesFor the year ended December 31, 2012

2012 2011€’000 €’000

Profit for the year before share of associate’s loss and impairment 8,307 4,186

Impairment of Assets (2,181) –

Share of associate’s loss for the year (320) (341)

Exchange difference on translation of subsidiary undertakings 12 –

Unrealised surplus/deficit on revaluation of tangible fixed assets 1,274 –

Redemption of shares (1,005) (400)

Total recognised gains and losses for the year 6,087 3,445

Reconciliation of Movements in Shareholders’ FundsFor the year ended December 31, 2012

2012 2011€’000 €’000

Profit for the year before share of associate’s loss and impairment 8,307 4,186

Impairment of Assets (2,181) –

Share of associate’s loss for the year (320) (341)

Exchange difference on translation of subsidiary undertakings 12 (3)

Unrealised surplus on revaluation of tangible fixed assets 1,274 –

Redemption of shares (1,005) (400)

Opening shareholders’ funds 27,300 23,858

Closing shareholders’ funds 33,387 27,300

Note of Historical Cost Profits and LossesFor the year ended December 31, 2012

2012 2011€’000 €’000

Profit for financial year before taxation 6,210 4,156

Difference between depreciation calculated on historical cost and revalued amounts 885 1,322

Historical cost profit before taxation 7,095 5,478

Historical cost profit retained for the year after taxation and dividends 6,691 4,767

26

Consolidated Balance SheetFor the year ended December 31, 2012

2012 2011Note €’000 €’000

Fixed assets

Intangible assets 12 891 985

Tangible assets 13 106,465 104,477

Financial Assets 14 2,160 2,511

109,516 107,973

Current assets

Stock 15 13,804 12,548

Debtors – amounts falling due within one year 16 3,968 6,958

– amounts falling due after more than one year 16 1,547 1,221

Cash at bank in hand 17 23,049 16,157

42,368 36,884

Creditors – amounts falling due within one year 18 (116,256) (51,723)

Net current liabilities (73,888) (14,839)

Total assets less current liabilities 35,628 93,134

Creditors – amounts falling due after more than one year 18 (1,776) (65,141)

Provision for liabilities 19 (465) (693)

Net assets 33,376 27,300

Financed by

Capital and reserves

Called up share capital 22 – –

Share premium 23 66,300 66,300

Merger reserve 23 (65,537) (65,537)

Revaluation reserve 23 35,000 34,355

Profit and loss account 23 (2,376) (7,818)

Shareholders funds 33,387 27,300


27


2 0 1 2

Company Balance SheetFor the year ended December 31, 2012

2012 2011Note €’000 €’000

Fixed assets

Financial Assets 14 66,300 66,300

Current assets

Debtors – amounts falling due within one year 16 1,005 –

Creditors – amounts falling due within one year (1,005) –

Net current assets –

Net assets 66,300 66,300

Financed by

Capital and reserves

Called up share capital 22 – –

Capital redemption fund 23 – –

Share premium 23 66,300 66,300

Profit and loss account 23 – –

Shareholders’ funds 66,300 66,300


28

Consolidated Cash Flow StatementFor the year ended December 31, 2012

2012 2011Note €’000 €’000

Reconciliation of group operating profit to net cash inflow from operating activities

Group operating profit for the year 8,381 7,268

Depreciation/amortisation charge 4,419 4,068

Non cash movement on disposal of tangible assets 122 830

Impairment of assets 2,181 –

Share of loss in associate 320 341

Decrease in working capital 4,967 6,633

Translation adjustment (13) 38

Net cash inflow from Group operating activities 20,377 19,178

Net cash inflow from operating activities 20,377 19,178

Cash flows for servicing of finance 25 (2,591) (3,338)

Cash flow for capital expenditure 25 (4,175) (4,503)

Taxation 25 (53) (411)

Cashflow for capital repayments 25 (5,316) (4,760)

Increase in cash 8,242 6,166

Reconciliation of net cash inflow to movement in net debt

Increase in cash in the year 8,242 6,166

Cashflow for capital repayments 5,316 4,760

13,558 10,926

Finance leases (477) (1,702)

Translation adjustment (105) (217)

Reduction in net debt in the year 12,976 9,007

Net debt at beginning of year (55,944) (64,951)

Net debt at end of year 24 (42,968) (55,944)


29

Notes to the Financial StatementsFor the year ended December 31, 2012

1 Turnover (Group–wide) 2012 2011€’000 €’000

Group operated sales are analysed as follows:–

Retail 718,657 589,462

Distribution 154 116

718,811 589,578

Turnover arises from continuing operations and is derived from activities in the following geographical locations:€’000 €’000

Republic of Ireland 532,129 473,870

United Kingdom 186,682 115,708

718,811 589,578

2012 20112 Staff costs and employees €’000 €’000

Wages and salaries 12,089 12,221

Social welfare costs 1,032 431

Directors’ emoluments and pension 515 669

Staff pensions 69 185

Redundancy (net of government rebates) 126 112

13,831 13,618

The average number of persons (excluding Directors) employed directly by the Group during the year was:No. No.

Retail 549 503

Administration 81 61

630 564

The Group operates a defined contribution pension scheme in Ireland only. Employees in the UK do not have a pension scheme.2012 2011

3 Exceptional Item – acquisition project €’000 €’000

Discontinued acquisition costs – 660

2012 20114 Other operating income €’000 €’000

Rental income 243 240

Commissions 172 196

Miscellaneous operating income 105 109

520 545

5 Impairment of assets

Provision in respect of Yerba Ltd guarantee commitments 2,213

Reversal of previous impairments of tangible fixed assets (282) –

Provision for impairment of unquoted investment 250 –

2,181 –

There is no tax effect arising from the above impairment.


2 0 1 2

30

Notes to the Financial Statements (continued)For the year ended December 31, 2012

2012 20116 Group profit before taxation €’000 €’000

The profit before taxation is stated after charging:–

Depreciation on tangible assets owned and leased 4,036 3,734

Depreciation on tangible assets held under finance leases 283 233

Amortisation of: Brand development 34 34

Franchise 16 16

Licenses 53 51

Total depreciation and amortisation of fixed assets 4,422 4,068

Loss on disposal of tangible fixed assets 122 –

Auditors’ remuneration

– Audit* 90 130

– Non audit 40 17

Operating leases – land and buildings 6,893 5,658

* €15,000 relates to the Company.

2012 20117 Interest receivable and similar income €’000 €’000

Bank deposit interest 58 33

Loan interest from associate 326 320

Loan interest from Directors 1 17

385 370

8 Interest payable and similar charges 2012 2011This charge is in respect of : €’000 €’000

Bank loans and overdrafts wholly repayable within 5 years 2,395 3,308

Other loans 38 42

Lease finance charges and hire purchase interest 123 132

2,556 3,482

2012 20119 Directors’ remuneration and transactions €’000 €’000

Directors’ remuneration

Fees 515 669

Loans with DirectorsPetrogas Group Limited has advanced funds to/from Robert Etchingham, Joseph Barrett and Michael O’Loughlin. The loans are permitted by the Companies Act 1990.

Robert Etchingham Joseph Barrett Michael O’Loughlin Total

€’000 €’000 €’000 €’000

At December 31, 2011 (75) 132 6 63

Monies advanced by PGL during the year 502 140 8 650

Monies repaid by director during the year (754) (251) – (1,005)

At December 31, 2012 (327) 21 14 (292)

31


2 0 1 2

The maximum amount outstanding from Directors, during the year was €138,000, which represents 2.5% of the net assets of PetrogasGroup Limited for the previous year. Interest outstanding on these loans amounted to €1,700 (2011 – €71,000).

Security for loansThe loans to Directors attract interest at the rate of 12.5% and are unsecured with no specific repayment terms. Loans from directors areunsecured, interest free and with no specific repayment terms.

Material interests of Directors in contracts with the CompanyRobert Etchingham and Joseph Barrett, personally hold the freehold interest in certain properties which is let to the Company on normalcommercial terms. Mountpark Developments Limited and subsidiaries, a group controlled by the above directors have also leased propertiesto the group under leases at normal commercial terms.

Directors and Secretary and their interestsThe Directors and Secretary who held office at December 31, 2012 had the following interests in the shares of the Company.

2012 2011No. of Shares of €0.01 each No. of Shares of €0.01 each

Redeemable RedeemableOrdinary Ordinary Ordinary Ordinary

Robert Etchingham 21,750 261 21,750 600

Joseph Barrett 7,250 87 7,250 200

Michael O’Loughlin – – – –

Damian Kennedy – – – –

29,000 348 29,000 800

All shares were shares in Petrogas Global Limited and all were beneficially held.Michael O’Loughlin was granted options over 1.5m shares in a subsidiary, Petrogas Group Limited, on January 29, 2007, exercisable between January 29, 2012 and January 29, 2017.

10 Taxation 2012 2011

(a) Analysis of charge in year €’000 €’000

Current tax:

Corporation tax on profits for the year 441 –

Surcharge on undistributed investment income 2 8

Total RoI current tax 443 8

Foreign tax on profits for the year 195 177

Total current tax (note 10b)

Deferred tax: €’000 €’000

Origination and reversal of timing differences

Total deferred tax (234) 126

Tax on profit on ordinary activities attributable to the Group 404 311

Share of tax of associated undertakings – –

404 311

32


b) Factors affecting the tax charge for the year:

The tax assessed for the year is lower than the standard rate of corporation tax in Ireland of 12.5%. The differences are explained below:–

2012 2011€’000 €’000

Profit/(loss) on ordinary activities before tax 6,210 4,156

Effect of:

Profit on ordinary activities before tax multiplied by the standard rate of corporation tax at 12.5% 776 520

Book depreciation in excess of capital allowances 242 86

Non taxable income and disallowed expenses (481) (560)

Income taxable at 25% 9 29

Tax payable at higher rates in other jurisdictions 92 88

Group losses utilised (2) (172)

Gross losses to carry forward – 185

Surcharge on undistributed investment income 2 9

Total current year tax 638 185

(c) Factors which may affect future tax charge

The standard corporation tax rate in Ireland is 12.5%. The standard rate of corporation tax in the UK is scheduled to decrease from 24% in 2012 to 21% in 2014 on a scaled basis each year. The current tax charge will also be impacted by changes in the excess of capitalallowances over book depreciation.

11 Profits attributable to the members of the parent company

In accordance with section 3(2) of the Companies (Amendment) Act 1986 a separate profit and loss account for the company has not beenpresented in these financial statements.

12 Intangible assets

Group Brand Development Franchises Off Licences Total

Cost €’000 €’000 €’000 €’000

At beginning of year 514 190 519 1,223

Additions – – 9 9

At end of year 514 190 528 1,232

Amortisation

At beginning of year 48 24 166 238

Charge for year 37 14 52 103

At end of year 85 38 218 341

Net Book value

At December 31, 2012 429 152 310 891

At December 31, 2011 466 166 353 985

33


2 0 1 2

13 Tangible Fixed AssetsFreehold & Plant & Fixtures & Computer AssetsLeasehold Equipment Fittings Hardware Motor under

Land Buildings & Software Vehicles Construction Total€’000 €’000 €’000 €’000 €’000 €’000 €’000 €’000

Valuation

At beginning of year 60,937 49,809 3,019 21,359 2,805 11 803 138,743

Translation adjustments 186 181 2 73 8 – 2 452

Additions 551 4,368 676 1,383 778 12 691 8,459

Transfer of assets – 483 4 33 163 – (683) –

Transfer to financial assets (88) (131) – – – – – (219)

Disposals – (3,187) (22) (1,180) (82) – – (4,471)

Revaluation 803 1,687 – – – – – 2,490

Fully depreciated – – – (273) (926) – – (1,199)

At end of year 62,389 53,210 3,679 21,395 2,746 23 813 144,255

Depreciation

At beginning of year 13,179 8,747 915 9,923 1,501 1 – 34,266

Translation adjustments – 10 – 20 4 – – 34

Charge for year – 1,550 169 1,969 623 3 – 4,314

Disposals – (138) (2) (346) (48) – – (534)

Revaluation/impairment 416 493 – – – – – 909

Fully depreciated – – – (273) (926) – – (1,199)

At end of year 13,593 10,662 1,082 11,293 1,154 4 – 37,790

Net book value

At December 31, 2012 48,794 42,548 2,597 10,102 1,592 19 813 106,465

At December 31, 2011 47,758 41,062 2,104 11,436 1,304 10 803 104,477

The historical cost of Group tangible fixed assets is €104 million. Land is not normally depreciated; the accumulated depreciation of landrepresents that portion of an impairment charge attributable to land cost.

Assets held under finance leaseIncluded in the above are assets held under finance leases or hire purchase contracts as follows:

2012 2011Group NBV Depreciation NBV Depreciation

€’000 €’000 €’000 €’000

Plant and equipment 615 51 530 39

Fixtures and fittings 1,083 184 989 149

Computer hardware & software 57 48 82 45

1,755 283 1,601 233

Valuation basis

The properties are valued on an existing use basis which, because of the nature of the properties, includes goodwill inherent in each servicestation site.

34


14. Financial assets 2012 2011Group €’000 €’000

Associate (a) 1,193 1,513

Unquoted investment (b) – 250

Investment property (c) 967 748

2,160 2,511

(a) Associate – Superstop (Holdings) Limited

Share of tangible assets2012 2011

Group €’000 €’000

Loan notes in associate 2,135 2,135

Share of loss retained by associate (942) (622)

At end of year 1,193 1,513

The Loan notes held in the Group’s associate, Superstop (Holdings) Limited, are unsecured. Payments of interest and repayment of the loanprincipal will only be made if sufficient funds are available in the associate (see note 26).

(b) and (c) Unquoted investment and investment property

Unquoted Investment investments properties Total

€’000 €’000 €’000

Cost

At beginning of year 500 748 1,248

Transfer from tangible fixed assets – 219 219

500 967 1,467

Provision for dimunition in value

At beginning of year 250 – 250

Charge for year 250 – 250

At end of year 500 – 500

Net book value

At December 31, 2012 – 967 967

At December 31, 2011 250 748 998

Subsidiaryundertaking

Company €’000

At Cost

Investment in subsidiaries 66,300

Details of the Company’s subsidiary undertakings are set out in note 29 to the financial statements.

35


2 0 1 2

15 Stock 2012 2011Group €’000 €’000

Stock for resale 13,804 12,548

There are no material differences between the replacement cost of stock and the balance sheet amount.

16 Debtors 2012 2011Group €’000 €’000

Falling due within one year

Trade debtors 675 365

Accrued income 1,281 1,100

Prepayments 1,157 992

Other debtors 480 246

Amounts owed by licensees 83 490

Amounts owed by related companies (note 26) 257 3,627

Amounts owed by Directors (note 9) 35 138

3,968 6,958

Falling due after more than one year

Security deposit 512 512

Interest on loan notes in associate company (note 14) 1,035 709

1,547 1,221

2012 2011Company €’000 €’000

Amounts owed by Group undertakings 1,005 –

17 Cash at bank and cash equivalents 2012 2011Group €’000 €’000

Cash at bank and in hand 13,553 10,799

Cash on site and card receipts in transit 9,496 5,358

23,049 16,157

36


18 Creditors 2012 2011Group €’000 €’000

Falling due within one year

Loans and other borrowings

Bank loans and overdrafts 63,773 6,273

Obligations under finance leases 468 687

64,241 6,960

Other creditors

Trade creditors and accruals 44,741 42,608

Other creditors and accruals 1,641 321

Amounts due to licensees 2,013 563

Loans from Directors (note 9) 306 75

Amounts owed to related companies (note 26) 239 245

48,940 43,812

Taxation creditors

Corporation tax 662 77

Value added tax 1,860 559

Other taxation and social welfare 553 315

3,075 951

Total creditors falling due within one year 116,256 51,723

2012 2011Group €’000 €’000


Bank loans 905 64,330

Obligations under finance leases 871 811

1,776 65,141

2012 2011Company €’000 €’000


Amounts owed to Group undertakings 1,005 –

The Group’s principal bank facilities were repayable within one year or on demand under existing or expired facilities at the balance sheetdate. The Group has repaid certain of these facilities since the year end from cash resources and has put in place replacement facilities sufficient to refinance the remaining entire Group bank indebtedness under long term senior bank facilities.

19 Provision for liabilities 2012 2011Group €’000 €’000

Deferred tax – capital allowances in excess of depreciation 465 693

37


2 0 1 2

2012 201120 Bank loans and security €’000 €’000

Secured debt:

Repayable within one year 63,773 4,845

Repayable within two and five years 905 64,330

64,678 69,175

SecurityAt December 31, 2012, the following securities were held by the banks in respect of facilities granted to the Group:–

Irish Bank Resolution Corporation Limited (IBRC)• A first legal charge over certain of the Group’s freehold and leasehold properties.• The guarantee from subsidiary undertakings supported by first legal charges over freehold and leasehold property interests held by

these undertakings.• The joint and several guarantees and indemnities of two Directors supported by joint life cover of €1.26 million.

ACC Bank plc• A first legal charge over certain of the Group’s freehold and leasehold properties.• A guarantee and indemnity of one of the Groups subsidiary undertakings supported by a first legal charge as outlined above.

Bank of Scotland plc• A fixed charge over certain of the Group’s freehold properties.• A floating charge over the assets of a subsidiary undertaking.Since the Balance Sheet date these facilities have been repaid and all securities have been released.

PACE Petroleum Limited• A first fixed charge over certain of the Group’s fixed assets and a floating charge over other assets of a subsidiary undertaking.

Lombard Ireland Limited• A fixed charge over certain of the Group’s leasehold properties.

21 Leasing obligations 2012 2011Group €’000 €’000

Repayable within one year 468 687

Repayable within two and five years 871 811

1,339 1,498

2012 201122 Share capital €’000 €’000

Authorised:

999,000 Ordinary shares of €0.01 each 9,990 9,990

1,000 Redeemable ordinary shares of €0.01 each 10 10

10,000 10,000

Allotted, called up and fully paid:

29,000 (2011 – 10,000) Ordinary shares 290 100

20,000 Ordinary shares issued upon restructure – 200

1,000 Ordinary shares re–designated as redeemable – (10)

29,000 Ordinary shares of €0.01 each 290 290

800 (2011 – 1,000) Redeemable Ordinary shares 8 10

452 (2011 – 200) Shares redeemed (5) (2)

348 (201 – 800) Redeemable Ordinary shares of €0.01 each 3 8

38


Share redemptionDuring the year the Company redeemed 452 Redeemable Ordinary Shares of €0.01 each for €1,005,248 and the redeemed shares werecancelled.

Share optionsOptions over 2.9m shares of a subsidiary, Petrogas Group Limited have been granted to a number of employees which are exercisablewithin a 10 year period from January 29, 2007. No share options had been exercised by December 31, 2012.

2011 – New parent companyOn January 1, 2011, 20,000 Ordinary shares of €0.01 in Petrogas Global Limited were issued to former shareholders of Petrogas GroupLimited and Applegreen Service Areas Limited in exchange for all of the issued share capital, of those companies, at an average premium of€3,315 per share (note 30).)

Equity warrantsThe Group issued equity warrants to the bondholders of Yerba Limited, giving the bondholders the right to subscribe for new ordinary sharesin Petrogas Group Limited at an agreed discount if Petrogas Group Limited offers new shares to its shareholders. The warrants areexercisable only during the term of the loan notes and for a period of six months from the date of repayment. The bondholders were fullyrepaid in July 2013.

23 Realised and unrealised reservesShare Merger Re–valuation Profit & Loss

Premium Reserve Reserve Account TotalGroup €’000 €’000 €’000 €’000 €’000

At beginning of year* before restatement 66,300 (42,445) – 3,445 27,300

Correction of merger reserve – (23,092) 34,355 (11,263) –

At beginning of year* after restatement 66,300 (65,537) 34,355 (7,818) 27,300

Group profit retained for the year – – – 5,806 5,806

Redemption of share capital – – – (1,005) (1,005)

Transfer to realised reserves on disposal (648) 648 –

Surplus on revaluation – – 1,274 – 1,274

Foreign exchange translation – – 19 (7) 12

At end of year 66,300 (65,537) 35,000 (2,376) 33,387

*Opening Reserves have been reclassified to reflect the individual components of pre acquisition reserves rather than the amalgamation of allpre–acquisition reserves under Merger Reserve.

Share Profit & Loss Premium Account Total

Company €’000 €’000 €’000

At beginning of year 66,300 – 66,300

Retained profit for year – – –

At end of year 66,300 – 66,300

39


2 0 1 2

24 Analysis of net debtAt Cash flow Translation At

31.12.2011 Adjustment Other 31.12.2012€’000 €’000 €’000 €’000 €’000

Cash balances 16,157 6,814 78 – 23,049

Overdraft (1,428) 1,428 – – –

14,729 8,242 78 – 23,049

Debt due within one year (4,845) 4,530 (30) (64,653) (63,773)

Finance leases (1,498) 636 – (477) (1,339)

Debt due after one year (64,330) 150 (153) 64,653 (905)

Total term finance (70,673) 5,316 (183) (477) (66,017)

Net debt (55,944) 13,558 (105) (477) (42,968)

25 Cashflow notes 2012 2011Group €’000 €’000

Servicing of finance

Interest received 31 21

Bank loan interest payments (2,499) (3,227)

Interest element of finance lease payments (123) (132)

Cash flows from servicing of finance (2,591) (3,338)

Taxation (53) (411)

Capital expenditure and disposals

Proceeds from sale of tangible fixed assets 477 196

Payments to acquire intangible fixed assets (9) (46)

Payments to acquire tangible fixed assets (4,643) (4,653)

(4,175) (4,503)

Financing

Decrease in debt (4,680) (4,555)

Capital element of finance leases repaid (636) (205)

(5,316) (4,760)

26 Related party transactionsPetrogas Group Limited owns the “Superstop Consortium” jointly with Tedcastles Oil Products Limited and Pierse Contracting Limited. This consortium was awarded the public–private partnership contract to design, build, maintain and operate six motorway service areas bythe National Roads Authority (NRA) and is treated as an associate in these financial statements. Petrogas Group Limited has unsecured loannotes in Superstop (Holdings) Limited, as set out in note 14. Interest receivable at year end on these loan notes is set out in note 16.Included in cost of sales is an amount of €2.6m (2011 €2.4m) paid to Superstop Limited, a wholly owned subsidiary of Superstop(Holdings) Limited, in respect of the revenue share due by the operator for the Motorway Service Areas.

Under FRS 8, Related Party Transactions, transactions with subsidiaries in which the Company holds a 100% shareholding and whoseresults are included in these financial statements, are not disclosed separately.

The Group has entered into long–term leases with Yerba Limited, (a company controlled by the Group by virtue of its ownership of a specialshare). Petrogas Group Limited holds an option to acquire the entire share capital of Yerba Limited under certain circumstances at a futuredate.

Petrogas Group Limited has issued warrants to subscribe for ordinary shares to the bondholders in Yerba Limited. The warrant gives theshareholder the right to subscribe for new ordinary shares in Petrogas Group Limited at a discount if Petrogas Group Limited offers newshares to its shareholders, over the duration of the loan note.

Mountpark Trading Limited a company controlled by the directors advanced funds to the Group. These loans are unsecured, interest freewith no specific repayment terms.

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27 Post balance sheet eventsSince the Balance Sheet date the Group has discharged all indebtedness owing to the Bank of Scotland Group by both Petrogas Groupcompanies and Yerba Limited, a related company, whose results are not consolidated in these financial statements. Amounts owing to theholders of mezzanine loan notes in Yerba Limited were also discharged in July 2013. Adequate banking facilities have been secured torefinance the remaining legacy bank facilities outstanding.

The Group is implementing a corporate reorganisation to simplify its corporate structure and has completed part of this restructure includingthe acquisition of the Yerba Limited.

In May and June 2013 the Group took over the operation of twelve operating forecourts in the UK. The Group assumed both employmentand pension obligations to employees of the vendor at the date of acquisition. A further four sites were also acquired in the UK.

The Group has also added three new forecourts in the Republic of Ireland, acquired green field sites intended for the development ofMotorway Service Areas in Northern Ireland and completed sale & leaseback agreements of four stations.

28 Commitments and contingencies GuaranteesPursuant to the provisions of Section 17, Companies (Amendment) Act, 1986, the Company has guaranteed the liabilities of its whollyowned subsidiary undertakings, Applegreen Service Areas Limited, Applegreen BK Limited and Applegreen Café Limited, in the Republic ofIreland, for the financial year ended December 31, 2012 and, as a result, such subsidiary undertakings have been exempted from the filingprovisions of Section 7, Companies (Amendment) Act, 1986.Petrogas Group Limited guaranteed the obligations of Yerba Limited (a company controlled by Petrogas Group Limited (note 29�)) in respectof bank loans and mezzanine loan notes issued by that company. The balances outstanding as at 31 December 2012 were €7.3m and€15.9m respectively (2011 – €7.3m and €14.6m). These figures include a redemption premium payable in accordance with the terms ofthe loan notes. All Yerba facilities have been repaid since the balance sheet date.Petrogas Group Limited has entered into guarantee agreements which undertake to guarantee the performance of Applegreen ServiceAreas Limited, in relation to that company’s performance of contracts entered into with Superstop Limited and the National Roads Authorityin relation to the operation and management of six Motorway Service Areas.

Capital commitmentsThe Group holds the right to acquire the share capital of Yerba Limited. The acquisition of Yerba Limited was completed in July 2013 and asa result of the acquisition the Group assumed a deficiency of net assets amounting to €2.18m. This deficiency which had been guaranteedby the Group as disclosed above has been provided for in these financial statements (See Note 5).

Leasing commitmentsThe Group has annual rental commitments of €6.9 million in respect of leasehold premises, all of which expire after more than five years.

Pension commitmentsPetrogas Group Limited operates defined contribution pension schemes for its Directors and Employees. The assets of the schemes areheld separately from those of the Group in independently administered funds. The pension charge represents the annual obligation of theGroup to make contributions to the schemes and amounted to €69,000 (2011 – €185,000).

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29 Subsidiaries and other substantial undertakingsThe Company and its subsidiary companies, which (except where indicated) are incorporated in Ireland and have their registered office atBlock 17, Joyce Way, Parkwest, Dublin 12, the principal activities and the changes, where applicable, during the financial period in theclasses of business in which the Company has an interest, as required by Section 158 (1) and (3) respectively of the Companies Act, 1963,are set out below.

Company Principal Activity

Petrogas Global Limited Holding Company

Subsidiary Companies (Ireland) Holding Principal Activity

Petrogas Group Limited 100% Service station operator on its own account and under licensing arrangementsDesdale Limited 100% Service station operator on its own account and under licensing arrangementsYerba 2 Limited 100% Service station operator on its own account and under licensing arrangementsBlack Quarry Service Station Limited 100% Service station operator under licensing arrangementsReflare Limited 100% Service station operatorTrukar Limited 100% Service station operator under licensing arrangementsTiknock Service Centre Limited 100% Service station operatorTaciturn Trading Limited 100% Service station operatorPetrogas International Limited 100% Development and service station refurbishmentWimpy Restaurants Ireland Limited 100% Restaurant operator under licensing arrangements –

ceased trading during the yearPetrogas Brands Limited 100% Holding of intellectual propertyPetrogas Facilities Limited 100% DormantApplegreen Service Areas Limited 100% Operation of motorway service areasApplegreen BK Limited 100% Franchise holderApplegreen Cafe Limited 100% Franchise holderYerba Limited 4 1 Special Share Service station investment vehicle

Subsidiary Companies (Outside Ireland) Holding Principal Activity

Petrogas Group UK Limited 1 100% Service station operatorPetrogas Group (Southern) Limited 1 100% Service station operatorPetrogas Group (Western) Limited 1 100% Service station operatorLinkside Estates Limited 1 100% Non–tradingPetrogas Group NI Limited 2 100% Holding companyBadger Close Limited 2 100% Service station operatorLinkside Service Stations Limited 1 100% Service station operatorPetrogas Facilities (UK) Limited 1 100% DormantPetrogas Retail (UK) Limited 1 100% DormantPetrogas Services B.V.* 3 100% Licensing of intellectual propertyApplegreen Service Areas NI Limited 2 100% Non–trading

Associate Holding Principal Activity

Superstop (Holdings) Ltd* 6 33.33% Holding company, whose subsidiary Superstop Limited has the contract to design, build, maintain and operate motorway serviceareas.

1 The registered office of these companies is 200 Strand Road, London WC2R 1DJ, United Kingdom. 2 The registered office of these companies is 1 Lanyon Quay, Belfast BT1 3LG, Northern Ireland.3 The registered office of Petrogas Services B.V. is Spiegelgracht 15, 1017 JP, Amsterdam, The Netherlands.4 The Group holds one special share in a subsidiary, Yerba Limited, with an entitlement to a return of capital only.

This company is regarded as a subsidiary as the Group has the right to appoint the Board of Directors.5 The registered office is Earlsfort Centre, Earlsfort Terrace, Dublin 2.

*Audited by firms other than Phelan Prescott + Co

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30 Financial risksThe main risks affecting the Group’s financial instruments are bank credit renewal risk, foreign currency risk, interest rate risk, liquidity riskand credit risk. The Board reviews and agrees policies for the prudent management of each of these risks as documented below.

Interest rate riskThe Group’s exposure to changes in interest rates arises in respect of its floating rate borrowings. The Group regularly reviews its loanagreement with a view to fixing a portion of its interest rates once there is any sign of recovery in longer term rates.

Foreign currency riskThe Group currently purchases goods for resale in foreign currency on a tactical basis where the cost and risk of foreign currency purchasingis materially less than local purchasing and does not have any material foreign exchange transaction risks.The Group’s activities in the UK are conducted primarily in sterling, this results in low levels of currency transaction risk, variances affectingoperational activities in this regard are reflected in operating costs or in cost of sales in the profit and loss account in the year in which theyarise. The principal foreign exchange risk is translation–related arising from fluctuations in the euro value of the Group’s net investment insterling. The Group manages its borrowings, where practical and cost effective, to partially hedge the foreign currency assets. Hedging isdone using currency borrowings in sterling (same currency as the assets).

Liquidity riskThe Group’s policy in relation to liquidity and cashflow risk is to ensure sufficient resources are available from cash balances or cashflows sothat all obligations can be met when they fall due. To achieve this, the Group operates demand deposit accounts for excess cash, as it iscontinuously redeveloping and acquiring stations. Borrowings are incurred for acquisitions and station developments on an interest onlybasis.

Credit riskThe Group does not consider credit risk a significant risk. Its credit Customers tend to be connected to the group in terms of othercommercial relationships, e.g. service station landlords. Others include state or semi–state bodies. Less than 1% of group sales are oncredit. Cash and similar financial instruments are drawn on financial institutions with high credit ratings and therefore the credit risk fromthese is limited.

31 Approval of financial statementsThe Board of Directors approved the financial statements on XXXXXXX, 2013.

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Directors and Other Information

Directors Robert EtchinghamJoseph BarrettMichael O’LoughlinDamian Kennedy

Secretary Joseph Barrett

Registered office Block 17Joyce WayPark WestDublin 12

Auditors Phelan Prescott + CoChartered Accountants+ Registered AuditorsAlton House4 Herbert StreetDublin 2

Solicitors Eugene F. CollinsSolicitorsTemple Chambers3 Burlington RoadDublin 4

Company Number 491702

Petrogas Global LimitedBlock 17Joyce WayPark WestDublin 12Tel: +353 1 512 4800Fax: +353 1 512 4801www.applegreen.ie

petrogas global limited - applegreen/media/files/a/... · 2015-06-18 · petrogas global limited...

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