26 April 2024
Alpha Group International
plc
("Alpha" or the
"Company")
New Share Schemes
Alpha Group International plc (AIM: ALPH), a
high-tech, high-touch provider of financial solutions, dedicated to
corporates and institutions operating internationally, today wishes
to provide an update with regard to changes to the Group's Employee
Share Schemes.
J
Share Growth Scheme
The Group will be adopting a growth share
scheme, in addition to and on similar terms to the existing F Share
Growth Scheme under which 550 ordinary shares ("J Shares") in Alpha FX Limited will be
issued in total to certain employees of the Group ("J Share Growth Scheme").
The J Shares contain a put option,
allowing the holder to convert their J shares into ordinary shares
in Alpha. The J Shares allocated to each employee will vest in
five equal tranches, occurring annually, in respect of the
Financial Years for 2024, 2025, 2026, 2027 and 2028, subject to the
Group achieving the target growth rates for that year. The relevant
target growth rates are as follows:- Group revenue growth of 20% in
Financial Year 2024, 20% in Financial Year 2025, 20% in Financial
Year 2026, 15% in Financial Year 2027 and 15% in Financial Year
2028. Once vested the employee has the right to exercise their put
option to convert their J shares into ordinary shares of Alpha. The
number of ordinary shares of Alpha issued to the employees is
calculated by dividing the value of the employee's holding of J
shares by the average of the closing price of Alpha over 60 days
prior to the date of vesting. The value of each of the
employee's J shares on vesting is calculated with reference to the
gain in market capitalisation of Alpha between the allotment date
(£761 million) and the vesting date (based on an average of the
closing price of Alpha over 60 days prior to the date of vesting,
subject to a cap of £1,694 million) divided by the number of
relevant Alpha FX Limited shares in issue at the date of
vesting.
L Share Growth
Scheme
The Group will be adopting a new growth share
scheme, under which 820 ordinary shares ("L Shares") in Alpha FX Limited will be
issued in total to certain employees of the Group ("L Share Growth Scheme"). The L Share
Growth Scheme will replace the existing G Growth Share Scheme and H
Share Growth Scheme launched in 2022 and ensures that employees
within the UK Corporate division are part of a single unified
scheme.
The L Shares contain a put option,
allowing the holder to convert their L shares into ordinary
shares in Alpha. The L Shares allocated to each employee will
vest in five equal tranches, occurring annually, in respect of the
Financial Years for 2024, 2025, 2026, 2027 and 2028, subject to the
London Corporate division (and the corporate division in Spain)
achieving the target growth rates for that year. The relevant
target growth rates are as follows:- London Corporate division (and
the corporate division in Spain) revenue growth of 15% in Financial
Year 2024, 15% in Financial Year 2025, 15% in Financial Year 2026,
10% in Financial Year 2027 and 10% in Financial Year 2028. Once
vested the employee has the right to exercise their put option to
convert their L shares into ordinary shares of Alpha. The number of
ordinary shares of Alpha issued to the employees is calculated by
dividing the value of the employee's holding of L shares by the
average of the closing price of Alpha over 60 days prior to the
date of vesting. The value of each of the employee's L shares
on vesting is calculated with reference to the gain in market
capitalisation of Alpha between the allotment date (£761 million)
and the vesting date (based on an average of the closing price of
Alpha over 60 days prior to the date of vesting, subject to a cap
of £1,694 million) divided by the number of relevant Alpha FX
Limited shares in issue at the date of vesting.
Fund Finance Share
Scheme
Following the launch of the Fund
Finance division in 2023, the Group is putting in place an employee
share ownership scheme for certain individuals (the "Fund Finance Participants"). A new
class of shares ("K
Shares") in Alpha FX Limited is being created, with 75%
owned by the Group and 25% owned by the remaining Fund Finance
Participants. The value of the K Shares will be linked to the
performance of the Fund Finance division. From March 2026, the Fund
Finance Participants will have the option to convert 25% of their
holding of K Shares into ordinary shares in the Company each year
for four years (with the final option being exercisable in March
2029). The value of the shares upon conversion is based on an 8x
multiple of the operation's annual profit after tax, and therefore
is designed to be accretive on an EPS basis for our Group
shareholders as long as Alpha's valuation stays in excess of an 8x
multiple of earnings and Group earnings continue to grow
sufficiently.
Italy Share Scheme
In order to incentivise the key
personnel within the Italian Branch of Alpha FX Europe Limited, the
Group is putting in place an employee share ownership scheme for
certain individuals (the "Italy
Branch Participants"). A new class of shares ("Class A Shares") in Alpha FX Europe
Limited is being created, with 82.5% owned by the Group and 17.5%
owned by the remaining Italy Branch Participants. The value of the
Class A Shares will be linked to the performance of the Italian
Branch of Alpha FX Europe Limited. From March 2026, the Italy
Branch Participants will have the option to convert 25% of their
holding of Class A Shares into ordinary shares of the Company each
year for four years (with the final option being exercisable in
March 2029). The value of the shares upon conversion is based
on an 8x multiple of the operation's annual profit after tax, and
therefore is designed to be accretive on an EPS basis for our Group
shareholders as long as Alpha's valuation stays in excess of an 8x
multiple of earnings and Group earnings continue to grow
sufficiently.
Netherlands and Germany Option
Scheme
In order to incentivise the key personnel
within the German Branch of Alpha FX Europe Limited and within
Alpha FX Netherlands Limited, the Group is putting in place two new
employee option schemes for certain individuals. The option schemes
are being launched under the terms of Alpha's new Group Incentive
Plan that has been put in place as part of the move to the Main
Market. The options are being granted over shares in Alpha and the
number of options awarded are linked to the performance of the
German Branch of Alpha FX Europe Limited and Alpha FX Netherlands
Limited, respectively. The German option scheme will entitle
holders to exercise 25% of their options into ordinary shares in
the Company from March 2027 each year for four years (with the
final option being exercisable in March 2030). The Netherlands
option scheme will entitle holders to exercise 25% of their options
into ordinary shares in the Company from March 2026 each year for
four years (with the final option being exercisable in March
2029).
Alpha confirms that no shares or options have
been granted to any executive director in connection with the above
schemes.
Alpha further confirms that in order to
maintain good corporate governance, it will include the shares
issued in connection with the above share and option schemes when
assessing its share plan dilution limit post admission to the Main
Market.
135 of the L Shares are being issued to Alex
Howorth, who is a PDMR of the Company, and therefore the relevant
regulatory disclosure has been made in the table below.
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
a)
|
Name
|
Alex Howorth
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Group Managing Director, FX Risk
Management
|
b)
|
Initial notification
/Amendment
|
Initial
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Alpha Group International plc
|
b)
|
LEI
|
213800RESM1FPUXY6K31
|
4
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
a)
|
Description of the financial
instrument, type of instrument
|
L ordinary shares in Alpha FX
Limited, which may be convertible into ordinary shares in Alpha
Group International plc
|
|
|
Identification code
|
ISIN: GB00BF1TM596
|
|
|
b)
|
Nature of the transaction
|
Issue of L Shares
|
c)
|
Price(s) and volume(s)
|
|
|
|
|
|
|
Price(s)
|
Volume(s)
|
|
|
|
N/A
|
135 L Shares
|
|
|
|
|
|
|
d)
|
Aggregated information
|
N/A
|
|
|
- Aggregated volume
|
|
|
|
- Price
|
|
|
|
e)
|
Date of the transaction
|
26 April 2024
|
f)
|
Place of the transaction
|
Off market
|
Enquiries:
Alpha Group
International plc
Morgan Tillbrook, Founder and CEO
Tim Powell, CFO
|
Via Alma
|
Liberum
(Nominated Adviser and Joint Broker)
Max Jones
Ben Cryer
Anake Singh
|
+44 (0) 20 3100 2000
|
Peel Hunt
(Joint Broker)
Neil Patel
Paul Gillam
Kate Bannatyne
|
+44 (0) 20 7418 8900
|
Alma Strategic
Communications
(Financial
Public Relations)
Josh Royston
Andy Bryant
Kieran Breheny
|
+44 (0) 20 3405 0205
|
Notes to
editors
Alpha is a high-tech, high-touch
provider of enhanced financial solutions dedicated to corporates
and institutions globally. Working with clients across 50+
countries, we blend intelligent human capabilities with new
technologies to provide clients with an enhanced alternative to
their bank, with solutions covering: FX risk management, global
accounts mass payments, fund finance and bank
management.
Key to our success is our team -
over 400 people based across seven global offices, brought together
by a high-performance culture and a partnership structure that
empowers them to act as owners of our business.
Whilst we are an established
business listed on the London Stock Exchange, we remain
relentlessly focused on maintaining the same level of operational
agility and client focus we had when we first started in 2009. This
dynamic, combined with the passion of our people, have enabled us
to make a substantial and enduring difference to our clients, and
deliver a growth story to match.