Alpha Strategic PLC Recommended Acquisition of Alpha by Northill (8133Q)

TIDMAPS

RNS Number : 8133Q

Alpha Strategic PLC

18 October 2013

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

18 October 2013

RECOMMENDED CASH ACQUISITION

ALPHA STRATEGIC PLC

resulting in the holding by

NORTHILL EUROPE HOLDINGS S.ÁR.L.

(a wholly-owned subsidiary of Northill Capital Holdings Limited)

of the entire issued share capital of Alpha not already

owned by Northill to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Summary

-- The board of Northill Europe Holdings S.ár.l. ("Northill") and the Independent Directors of Alpha Strategic plc ("Alpha") are pleased to announce that they have agreed the terms of a recommended acquisition to be made by Northill in cash for the Entire Issued Share Capital of Alpha. It is currently envisaged that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement of Alpha under Part 26 of the 2006 Act.

-- Northill is a private company incorporated in Luxembourg whose sole shareholder is Northill Jersey, which is ultimately controlled by Northill Capital, and forms part of the Northill Capital Group. Northill Capital is the holding company of the Northill Capital Group. The business of the Northill Capital Group is to acquire majority stakes in fund management businesses and to help such businesses grow and develop.

-- Under the terms of the Acquisition, which is subject to the Conditions and further terms set out in Appendix 1 to this Announcement, if the Scheme becomes effective those holders of Scheme Shares on the register of members of Alpha at the Scheme Record Time will receive:

25 pence in cash for each Ordinary Share

25 pence in cash for each A Share

-- The Acquisition values Alpha's issued share capital at approximately GBP2.3 million on the basis of a fully diluted share capital of 9,225,758 Ordinary Shares and 1,400 A Shares. The consideration of 25 pence for each Ordinary Share represents a premium of approximately:

-- 32 per cent. to the Closing Price of 19 pence per Ordinary Share on 25 September 2013, being the last Dealing Day prior to the commencement of the Offer Period;

-- 30 per cent. to the average Closing Price of approximately 19.2 pence per Ordinary Share for the one month ending on 25 September 2013, being the last Dealing Day prior to the commencement of the Offer Period;

-- 1 per cent. to the average Closing Price of approximately 24.7 pence per Ordinary Share for the three month period to 25 September 2013, being the last Dealing Day prior to the commencement of the Offer Period; and

-- 6 per cent. to the Closing Price of 23.5 pence per Ordinary Share on 17 October 2013, being the last Dealing Day prior to the date of this Announcement.

-- The Acquisition is being implemented by way of a Court-sanctioned scheme of arrangement of Alpha under Part 26 of the 2006 Act and will involve a reduction of capital under Part 17 of the 2006 Act. The purpose of the Scheme is to enable Northill to acquire the Entire Issued Share Capital of Alpha. The Scheme (and the Capital Reduction) require the approval of the Alpha Shareholders and the Court.

-- Northill reserves the right, subject to the consent of the Panel, to implement the Acquisition by means of a Takeover Offer. In the event that the Acquisition is to be implemented by way of a Takeover Offer, the Alpha Shares (other than the Alpha Shares already held by Northill) will be acquired pursuant to a Takeover Offer fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto. Any New Ordinary Shares issued to Northill pursuant to the Scheme will be issued on the same basis.

-- The Independent Directors, who have been so advised by Westhouse, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Independent Directors, Westhouse has taken into account the commercial assessments of the Independent Directors.

-- Accordingly, the Independent Directors intend unanimously to recommend that the Independent Shareholders vote in favour of the Scheme at the First Court Meeting, that the A Shareholders vote in favour of the Scheme at the Second Court Meeting and that the Ordinary Shareholders vote in favour of the resolutions relating to the Acquisition (including the Capital Reduction) at the General Meeting (or in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of such Takeover Offer), as Colin Barrow, Nicola Meaden Grenham and Christopher Malthouse (each being an Independent Director who holds beneficial interests in Alpha Shares) have irrevocably undertaken to do in respect of their entire beneficial holdings of, in aggregate, 865,908 Ordinary Shares (representing, in aggregate, approximately 9.39 per cent. of the Ordinary Shares in issue on 17 October 2013, being the last Dealing Day prior to the date of this Announcement) and (in the case of Colin Barrow and Christopher Malthouse) 1,400 A Shares (representing, in aggregate, 100 per cent. of the A Shares in issue on 17 October 2013, being the last Dealing Day prior to the date of this Announcement). A Shares do not have voting rights at general meetings of Alpha and accordingly the A Shareholders are not entitled to vote at the General Meeting; however, the A Shareholders may attend the General Meeting and may vote at the Second Court Meeting.

-- Northill has also procured irrevocable undertakings from each of IKOS Asset Management Limited, Winton Capital Management Limited, Spencer Crooks and Elsina Limited, certain institutional and individual shareholders of Alpha, to vote in favour of the Scheme at the First Court Meeting and in favour of the resolutions relating to the Acquisition (including the Capital Reduction) at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of such Takeover Offer), in respect of a total of 2,579,276 Ordinary Shares (representing approximately 27.96 per cent. of the Ordinary Shares in issue on 17 October 2013, being the last Dealing Day prior to the date of this Announcement).

-- In aggregate, therefore, Northill has received irrevocable undertakings in respect of a total of 3,445,184 Ordinary Shares and 1,400 A Shares (representing, respectively, approximately 37.34 per cent. of the Ordinary Shares in issue on 17 October 2013 and 100 per cent. of the A Shares in issue on 17 October 2013, being (in each case) the last Dealing Day prior to the date of this Announcement). The irrevocable undertakings received in respect of the Ordinary Shares represent, in aggregate, 76.21 per cent. of the Ordinary Shares held by the Independent Shareholders entitled to vote at the First Court Meeting.

-- Further details of the irrevocable undertakings are set out in paragraph 7 below and Appendix 3 to this Announcement.

-- The Scheme Document, containing further information about the Acquisition and notices of the First Court Meeting (relating to the Independent Shareholders), the Second Court Meeting (relating to the A Shareholders) and the General Meeting (relating to the Ordinary Shareholders), will be posted to Alpha Shareholders as soon as practicable and (save with the consent of the Panel) within 28 days of the date of this Announcement. It is expected that the Scheme will become Effective in December 2013, subject to the satisfaction or waiver of the Conditions and further terms set out in Appendix 1 to this Announcement.

Colin Barrow, Executive Chairman of Alpha, said:

"We have come to the conclusion that Alpha's future will be much improved when it can execute its strategy unencumbered by market impediments. We believe that the offer from Northill is the best outcome for shareholders given the circumstances."

Jonathan Little, Director of Northill Capital, said:

"Northill's strategic support for Alpha's business model and strategy is undiminished, however, its market listing and lack of institutional shareholder base are significant impediments to its growth. The offer represents an opportunity for shareholders to exit at a meaningful premium to the other alternatives open to Alpha."

finnCap Ltd are acting as financial adviser to Northill and Northill Capital. Westhouse is acting as financial adviser to the Independent Directors for the purposes of Rule 3 of the Takeover Code.

This summary should be read in conjunction with, and is subject to, the full text of this Announcement and the Appendices to this Announcement.

The Conditions to, and certain further terms of, the Acquisition are set out in Appendix 1 to this Announcement. The bases and sources for certain financial information contained in this Announcement are set out in Appendix 2 to this Announcement. Details of undertakings received by Northill are set out in Appendix 3 to this Announcement. Certain definitions and terms used in this Announcement are set out in Appendix 4 to this Announcement.

This Announcement and the documents required to be published pursuant to Rule 26.1 of the Takeover Code will be available on Alpha's website at www.alphastrategic.com and Northill Capital Group's website at www.northill.com by no later than 12 noon on 21 October 2013 until the end of the Offer Period.

Enquiries:

 
 Northill Europe Holdings S.ár.l. and   Tel: +44 (0)20 7016 4040 
  Northill Capital Holdings Limited 
  Jeremy Bassil 
 finnCap Ltd                                 Tel: +44 (0)20 7220 0500 
  Stuart Andrews/Henrik Persson 
 Alpha Strategic plc                         Tel: +44 (0)20 7222 3005 
  Alistair McKay 
 
  Westhouse Securities Limited                Tel: +44 (0)20 7601 6100 
  Tom Griffiths/Paul Gillam

Further information

finnCap Ltd, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Northill and Northill Capital and no one else in connection with the Acquisition and will not be responsible to anyone other than Northill and Northill Capital for providing the protections afforded to clients of finnCap Ltd or for providing advice in relation to the Acquisition or in relation to the contents of this Announcement or any transaction or arrangement referred to herein. Neither finnCap Ltd, nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of finnCap Ltd in connection with the Acquisition.

Westhouse, which is authorised and regulated by the Financial Conduct Authority and is a member of the London Stock Exchange, is acting exclusively as financial adviser to the Independent Directors and no one else in connection with the matters described in this Announcement, and will not be responsible for anyone other than the Independent Directors for providing the protections afforded to clients of Westhouse nor for providing advice in relation to the matters referred to in this Announcement. Neither Westhouse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Westhouse in connection with the Acquisition.

This Announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any acceptance or other response to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

Northill reserves the right to elect (with the consent of the Panel (where necessary)) to implement the Acquisition by way of a Takeover Offer. In the event that the Acquisition is to be implemented by way of a Takeover Offer, the Alpha Shares (other than the Alpha Shares already held by Northill) will be acquired pursuant to the Takeover Offer fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto. In this event, the Acquisition would be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments). The acceptance condition would be set at 90 per cent. of the shares to which such offer relates (or such lesser percentage (being more than 50 per cent.) as Northill may decide with the consent of the Panel).

Notice to US Holders of Alpha Shares

The Scheme relates to the shares of an English company that is a "foreign private issuer" as defined under Rule 3b-4 under the Exchange Act and will be governed by English law. Neither the proxy solicitation rules nor the tender offer rules under the Exchange Act will apply to the Scheme. Moreover, the Scheme is subject to the disclosure requirements and practices applicable in the United Kingdom and under the Takeover Code to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Certain financial information included or referred to in this Announcement, or which is or may be incorporated by reference into this Announcement, has been or will have been prepared, unless specifically stated otherwise, in accordance with accounting standards applicable in the United Kingdom. This may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Northill exercises its right to implement the acquisition of the Alpha Shares (other than the Alpha Shares already held by Northill) by way of a Takeover Offer, the Takeover Offer will be made in compliance with applicable US securities laws and regulations.

The receipt of cash pursuant to the Acquisition by a US Holder as consideration for its Alpha Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other tax laws. Each Alpha Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US Holders of Alpha Shares to enforce their rights and claims arising out of the US federal securities laws. Alpha is registered and organised under the laws of England and Wales. The officers and directors of Alpha are residents of countries other than the United States. It may not be possible to sue Alpha in a non-US court for violations of US securities laws. It may be difficult to compel Alpha and its respective affiliates to subject themselves to the jurisdiction and judgment of a US court.

Overseas Shareholders

The availability of the offer or the distribution of this Announcement to Alpha Shareholders who are not resident or ordinarily resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Alpha Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

Forward-looking statements

This Announcement, oral statements made regarding the Acquisition and other information published by Northill, Northill Capital and Alpha contains certain statements about Northill and Alpha that are or may be forward-looking statements. These statements are prospective in nature and are not based on historical facts, but rather on the current expectations of the management of Northill and Alpha (as the case may be) and are subject to uncertainty and changes in circumstances, and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements.

The forward-looking statements contained in this Announcement may include statements about the expected effects on Northill and Alpha of the Acquisition, the expected timing and scope of the Acquisition, strategic options and all other statements in this Announcement other than historical facts. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects", "seeks", "sees", "should", "would", "expect", "positioned", "strategy", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (a) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, losses and future prospects; (b) business and management strategies and the expansion and growth of Northill's or Alpha's operations and potential synergies resulting from the Acquisition; and (c) Northill's plans, objectives, expectations and intentions generally.

There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements, including the satisfaction of the Conditions and other risks related to the Acquisition and actions related thereto. Other unknown or unpredictable factors could also cause actual results to differ materially from those in any forward-looking statement.

Due to such uncertainties and risks, readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. Neither Northill nor Alpha undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

Not a profit forecast

No statement in this Announcement is intended as a profit forecast or profit estimate and no statement in this Announcement should be interpreted to mean that the future earnings per share of Alpha for current or future financial years will necessarily match or exceed the historical or published earnings per share of Alpha.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10(th) business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10(th) business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.10 Requirement

In accordance with Rule 2.10 of the Takeover Code, Alpha confirms that it has 9,225,758 Ordinary Shares in issue which are admitted to trading on AIM under ISIN reference GB00B0CZZR45 and that it has 1,400 A Shares in issue which are not admitted to listing or to trading on any market.

FOR IMMEDIATE RELEASE

18 October 2013

RECOMMENDED CASH ACQUISITION

ALPHA STRATEGIC PLC

resulting in the holding by

NORTHILL EUROPE HOLDINGS S.ÁR.L.

(a wholly-owned subsidiary of Northill Capital Holdings Limited)

of the entire issued share capital of Alpha not already

owned by Northill to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

   1.         Introduction

The board of Northill and the Independent Directors of Alpha are pleased to announce that they have agreed the terms of a recommended acquisition to be made by Northill in cash for the Entire Issued Share Capital of Alpha. It is currently envisaged that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement of Alpha under Part 26 of the 2006 Act. The Conditions to and further terms of the Acquisition are set out in full in Appendix 1 to this Announcement.

   2.         The Acquisition

The Acquisition will be on the terms and subject to the Conditions set out in Appendix 1 to this Announcement and to be set out in the Scheme Document.

Under the terms of the Acquisition, if the Scheme becomes effective those holders of Scheme Shares on the register of members of Alpha at the Scheme Record Time will receive:

25 pence in cash for each Ordinary Share

25 pence in cash for each A Share

The Acquisition values Alpha's issued and to be issued share capital at approximately GBP2.3 million on the basis of a fully diluted share capital of 9,225,758 Ordinary Shares and 1,400 A Shares. The consideration of 25 pence for each Ordinary Share represents a premium of approximately:

-- 32 per cent. to the Closing Price of 19 pence per Ordinary Share on 25 September 2013, being the last Dealing Day prior to the commencement of the Offer Period;

-- 6 per cent. to the Closing Price of 23.5 pence per Ordinary Share on 17 October 2013, being the last Dealing Day prior to the date of this Announcement.

The Acquisition is being implemented by way of a Court-sanctioned scheme of arrangement of Alpha under Part 26 of the 2006 Act and will involve a reduction of capital under Part 17 of the 2006 Act. The purpose of the Scheme is to enable Northill to acquire the Entire Issued Share Capital of Alpha. The Scheme (and the Capital Reduction) require the approval of the Alpha Shareholders and the Court.

Northill has reserved the right, subject to the consent of the Panel, to implement the Acquisition by means of a Takeover Offer. In the event that the Acquisition is to be implemented by way of a Takeover Offer, the Alpha Shares (other than the Alpha Shares already held by Northill) will be acquired pursuant to a Takeover Offer fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto. Any Ordinary Shares issued to Northill pursuant to the Scheme will be issued on the same basis. In this event, the Acquisition would be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments). The acceptance condition would be set at 90 per cent. of the shares to which such offer relates (or such lesser percentage (being more than 50 per cent.) as Northill may decide with the consent of the Panel).

   3.         Background to and reasons for the Acquisition

On 28 April 2011, Northill acquired a 51 per cent. interest in the ordinary share capital of Alpha with the stated aim of supporting Alpha's business model of building a portfolio of diversified minority revenue streams in privately owned fund management firms and to accelerate Alpha's acquisition-led growth.

At the time of the investment a substantial shareholder's agreement was entered into between Northill and Alpha which, among other things, acknowledged that Alpha's growth would be acquisition-led and that if the acquisition of any proposed minority revenue share interest in a target firm was to be funded wholly or partly by cash then, subject to the terms of the capital raise, Northill would subscribe for further ordinary shares in Alpha for cash to finance part or all of the cash component of future transactions.

Northill's capital support alone was not sufficient to deliver a lasting impact on the market place. Accordingly, in October 2012 certain management changes were implemented which, over the next 12 months, enabled Alpha to raise its profile and build up a substantial pipeline of potential minority revenue share transactions ranging in size from US$20 million to US$100 million. Each such transaction would require cash financing.

The cash financing requirement of Alpha's pipeline, which is materially in excess of Alpha's market capitalisation, creates an extra burden on potential target firms and on the Alpha Shareholders. The significant public disclosure that would be required to be made regarding the potential target firms under the AIM Rules for a reverse takeover, including the disclosure of the terms of the proposed transaction and details of their historical financial record are also significant barriers to converting the current pipeline into transactions.

In addition, any capital raising, while fully underwritten by Northill, would require broader investor support (that is, beyond Northill) to ensure the re-admission to trading on AIM of Alpha's shares following completion of a reverse takeover. Seeking third party capital on attractive terms is a significant challenge given Alpha's market capitalisation and the lack of liquidity in its shares, and is not a transaction risk potential target firms appear prepared to accept.

Despite Northill's strategic support for Alpha remaining undiminished, Alpha's quotation on AIM and the need for public financing for any potential transaction represent significant impediments to its future growth prospects. In the absence of the completion of a material transaction, which given the issues identified above appears unlikely, it is expected that Alpha would face an uncertain future and eventually need to be wound up.

   4.         Recommendation

The Independent Directors, who have been so advised by Westhouse, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Independent Directors, Westhouse has taken into account the commercial assessments of the Independent Directors. The Panel has consented to the exclusion of Jonathan Little from these matters on the basis he is both an Alpha Director and a director of Northill Capital.

Accordingly, the Independent Directors intend unanimously to recommend that the Independent Shareholders vote in favour of the Scheme at the First Court Meeting, that the A Shareholders vote in favour of the Scheme at the Second Court Meeting and that the Ordinary Shareholders vote in favour of the resolutions relating to the Acquisition (including the Capital Reduction) at the General Meeting (or in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of such Takeover Offer), as the Independent Directors who hold Alpha Shares have irrevocably undertaken to do in respect of their own beneficial holdings referred to below. The A Shares do not have voting rights at general meetings of Alpha and accordingly the A Shareholders are not entitled to vote at the General Meeting; however, the A Shareholders may attend the General Meeting and may vote at the Second Court Meeting.

   5.         Background to and reasons for the recommendation

Alpha floated on AIM in August 2005 with the primary objective of acquiring stakes in, and/or entering into joint ventures with, private fund management firms using Ordinary Shares as acquisition consideration and building a portfolio of minority revenue share investments which would provide an income stream with strong growth and which would perform in most market conditions.

However, Alpha's growth was slow. It acquired a revenue share in the fees earned by a fund advised by Winton Capital Management Limited in 2006 and a revenue share in the fees earned by a fund advised by IKOS Asset Management Limited in 2009, respectively, and the directors of Alpha at the time recognised that it needed capital to fund cash transactions if Alpha was to grow more rapidly. Consequently, in 2011 Alpha gained the financial backing of Northill, as majority shareholder, and entered into a substantial shareholder's agreement which provided that Northill would support Alpha's future capital needs in the event of wholly or partly cash funded transactions. This was followed by certain management changes in October 2012 which enabled Alpha to raise its market profile and grow its pipeline materially. Since October 2012, Alpha has signed 31 non-disclosure agreements and made indicative financial proposals to 20 independent target firms. However, principally for the reasons set out in paragraph 3 above, it has not been possible to convert this strong pipeline into completed transactions, and the Independent Directors believe that these market impediments need to be removed for Alpha to achieve its growth potential.

In the financial year to 31 March 2013, Alpha reported an operating loss of GBP2,161,000 (2012: GBP225,000 loss). Alpha has reported an operating loss every year since flotation and absent completing a material transaction the Independent Directors believe that Alpha will remain loss-making for the foreseeable future.

As at 31 March 2013, Alpha's audited current assets, consisting of cash and debtors balances, amounted to GBP2.788 million. As at 30 September 2013 Alpha's unaudited cash balance amounted to approximately GBP1.93 million. In the opinion of the Independent Directors, absent completing a material transaction, Alpha's current assets will continue to erode and eventually run out.

For these reasons, the Independent Directors believe that Alpha's prospects are particularly challenging and, in the absence of completing a successful material transaction, which the Independent Directors believe is unlikely given the current market and public financing impediments, Alpha would need to be wound up with any remaining cash returned to shareholders. The Independent Directors believe that this would produce a return to shareholders substantially below the Cash Consideration to be offered by Northill pursuant to the Acquisition.

By delisting Alpha following the Effective Date, the disclosure issues in connection with implementing material transactions and substantial capital raisings in the public domain will be removed. The Independent Directors believe that it would be unwise to frustrate this objective given the current challenging business environment and the level of the Cash Consideration to be offered by Northill pursuant to the Acquisition, which represents a significant premium to the price of an Ordinary Share on the last Dealing Day prior to the commencement of the Offer Period.

   6.         Financing of the Acquisition

The Cash Consideration payable under the terms of the Acquisition will be funded by Northill's existing cash resources. finnCap Ltd, financial adviser to Northill and Northill Capital, has confirmed that it is satisfied that sufficient financial resources are available to Northill to enable it to satisfy, in full, the Cash Consideration payable to Alpha Shareholders under the terms of the Acquisition.

   7.         Irrevocable undertakings

Northill has received irrevocable undertakings from each of Colin Barrow, Nicola Meaden Grenham and Christopher Malthouse (each being an Independent Director who holds beneficial interests in Alpha Shares) to vote in favour of the Scheme and the resolutions relating to the Acquisition (including the Capital Reduction) at the Shareholder Meetings (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of such Takeover Offer) in respect of their own beneficial holdings of 865,908 Ordinary Shares and (in relation to Colin Barrow and Christopher Malthouse) 1,400 A Shares (representing, in aggregate, approximately 9.39 per cent. of the Ordinary Shares and 100 per cent. of the A Shares, in each case in issue on 17 October 2013, being the last Dealing Day prior to the date of this Announcement). The A Shares are non-voting shares and are not entitled to vote at the General Meeting; however, the A Shareholders are entitled to vote at the Second Court Meeting and may attend the General Meeting.

In addition, Northill has received an irrevocable undertaking from each of IKOS Asset Management Limited, Winton Capital Management Limited, Spencer Crooks and Elsina Limited, certain institutional and individual shareholders of Alpha, to vote in favour of the Scheme at the First Court Meeting and in favour of the resolutions relating to the Acquisition (including the Capital Reduction) at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of such Takeover Offer) in respect of a total of 2,579,276 Ordinary Shares (representing approximately 27.96 per cent. of the Ordinary Shares in issue on 17 October 2013, being the last Dealing Day prior to the date of this Announcement).

In aggregate, therefore, Northill has received irrevocable undertakings in respect of a total of 3,445,184 Ordinary Shares in issue and 1,400 A Shares (representing, respectively, approximately 37.34 per cent. of the Ordinary Shares and 100 per cent. of the A Shares in issue on 17 October 2013, being the last Dealing Day prior to the date of this Announcement). In addition, the irrevocable undertakings received in respect of the Ordinary Shares represent, in aggregate, 76.21 per cent. of the Ordinary Shares held by the Independent Shareholders entitled to vote at the First Court Meeting.

Further details of the irrevocable undertakings are set out in Appendix 3 to this Announcement.

   8.         Management, employees and locations

Northill intends that Alpha's current strategic direction will remain unchanged by the Scheme and that the Scheme will not have an impact on any of (i) the continued employment of Alpha's employees and management, including the conditions of such employment; (ii) the locations of Alpha's places of business; or (iii) the deployment of Alpha's fixed assets.

Northill has not proposed any incentivisation arrangements with members of Alpha's management team.

   9.         Options and Warrants

Alistair McKay, an Alpha Director, who holds options over, or has the right to receive, Ordinary Shares, will be contacted separately in due course explaining the effect of the Scheme on, and setting out appropriate proposals in respect of, his outstanding entitlements.

Northill currently holds warrants which give it conditional rights to subscribe for up to approximately 10 per cent. of the issued and issuable Ordinary Shares from time to time (the "Warrants") in order to ensure that Northill's shareholding in Alpha shall not be diluted as a result of either (a) the conversion of any A Shares or (b) the exercise of any rights to acquire Ordinary Shares under any management incentivisation scheme which replaces the A Shares (each an "Exercise Event"). Prior to or on an Exercise Event, Northill can exercise such number of Warrants as may be necessary to maintain its percentage shareholding in Alpha. However, Northill is not permitted to exercise any Warrants so as to increase its shareholding in Alpha to more than 51 per cent. (that is, Northill's current shareholding).

   10.       Information relating to Northill and the Northill Capital Group

Northill

Northill is a private company incorporated on 31 January 2011 in Luxembourg with registered number B158738. The principal business of Northill is to act as the holding company for the Northill Group's interest in Alpha. The directors of Northill are Andrew Le Gal, David Hazzard, Patrick van Denzen and Frank Welman.

Northill Jersey

Northill's sole shareholder is Northill Jersey, a limited partnership incorporated on 27 January 2011 in Jersey with registered number 1323. The principal business of Northill Jersey is to act as the holding company for a number of Northill Capital Group investments. The general partner of Northill Jersey is Northill Capital and its limited partner is Northill Capital Jersey.

Northill Capital

Northill and Northill Jersey form part of the Northill Capital Group which is ultimately controlled by Northill Capital. Northill Capital is a company incorporated on 16 May 2011 in Jersey with registered number 108157. The principal business of Northill Capital is that of holding company and general partner of Northill Jersey and Northill Capital Jersey. The current directors of Northill Capital are Jonathan Little, Stefan Meister, Christian Raymond and David Hazzard.

Northill Capital is primarily funded by the Bertarelli Family. Northill Capital is owned by two discretionary trusts established for the benefit of (but not subject to the direct control of) certain Discretionary Trust Potential Beneficiaries (including the Bertarelli Family). The trustee of the discretionary trusts is NC T Limited, a Jersey private trust company. NC T Limited is in turn owned by a purpose trust established for the sole purpose of holding the shares of NC T Limited and which has no beneficiaries. The trustee of the purpose trust is NC PT Limited, a Jersey private trust company. The discretionary trusts hold all of the voting rights and economic rights in NC PT Limited. The Discretionary Trust Potential Beneficiaries are the only existing potential beneficiaries of the discretionary trusts; they are not trustees nor do they exercise any control or significant influence over the management of any entity within the Northill Capital Group. No Bertarelli Family member or other Discretionary Trust Potential Beneficiary sits on any Northill Capital Group boards, attends board or similar Northill Capital Group meetings, or otherwise seeks to exercise influence over business decisions of any member of the Northill Capital Group.

Northill Capital has responsibility for the management and strategic direction of the business and activities of the Northill Capital Group. The Northill Capital Group is subject to a completely separate governance structure in relation to which no Bertarelli Family member or any other Discretionary Trust Potential Beneficiary has any controlling role or interest or any right to exercise any influence.

The Bertarelli Family

The Bertarelli Family is made up of Ernesto Bertarelli and Donata Bertarelli.

In 1906, Pietro Bertarelli, the grandfather of the Bertarelli Family, founded Serono, a pharmaceutical company now based in Switzerland. In 2007 Serono was sold to German company Merck KGaA for US$13.3 billion, and the Bertarelli Family split a combined $9 billion stake.

Ernesto Bertarelli is a successful entrepreneur in the fields of business, finance, yachting and philanthropy. Prior to its sale to Merck KGaA, Mr Bertarelli was the chief executive officer of Serono. Under his leadership, Serono shifted its focus from pharmaceuticals to biotechnology and revenues increased from US$809 million in 1996 to US$2.8 billion in 2006.

Donata Bertarelli served as executive director, public and professional affairs, at Serono International S.A., in Geneva, Switzerland, from 1992 to 1997. After the sale by the Bertarelli Family of Serono in 2007, Donata Bertarelli became increasingly involved in other business ventures in the luxury and sports worlds.

The Northill Capital Group

The Northill Capital Group was founded at the end of 2010 by Jonathan Little with financial backing from the Bertarelli Family and assistance from founding partners Jeremy Bassil and Rick Potter. The Northill Group business provides equity and seed capital to a small number of high quality start-ups or early stage managers and provides equity capital to replace existing shareholders in larger more established asset managers. Since 2010 Northill has made investments in Alpha, Wellfield Partners, Securis Investment Partners LLP and Riverbridge Partners LLC and it also financially backed the launch of Goldbridge Capital Partners LLP and Ellis Munro Asset Management Pte, Ltd in Singapore.

As at 31 December 2012, the consolidated balance sheet of Northill Capital Jersey (being the entity in the Northill Capital Group which holds the economic value in the Northill Capital Group) showed that the Northill Capital Group's total gross assets were US$230.3 million and that its total net assets were US$229.7 million.

   11.       Information relating to Alpha

Alpha is incorporated in England and Wales with registered number 5387808. The Ordinary Shares are admitted to trading on AIM. The A Shares are not admitted to listing or to trading on any market.

Alpha was established in 2005 to provide independent owner-managed fund management firms with access to passive minority equity capital at critical stages in their development. Alpha seeks to make passive minority investments in either revenue share or structured equity form.

Alpha benefits from significant financial and strategic shareholder support. Northill invested in Alpha through a share placing in 2011 and holds 51 per cent. of the Ordinary Shares.

   12.       Opening Position Disclosure

Northill made an Opening Position Disclosure in respect of its interest in the relevant securities of Alpha on 3 October 2013, setting out the details required to be disclosed by it under Rule 8.1(a) of the Takeover Code.

   13.       Scheme process

The Scheme will involve an application by Alpha to the Court to sanction the Scheme and confirm the cancellation of the Scheme Shares in consideration for which Scheme Shareholders will receive the Cash Consideration. To become effective, the Scheme requires, among other things, (i) the approval of a majority in number representing not less than 75 per cent. in nominal value of the Ordinary Shares held by the Independent Shareholders present and voting in person or by proxy at the First Court Meeting, which meeting is convened by order of the Court; (ii) the approval of a majority in number representing not less than 75 per cent. in nominal value of the A Shares held by the A Shareholders present and voting in person or by proxy at the Second Court Meeting, which meeting is convened by order of the Court; and (iii) the passing of the resolutions necessary to implement the Scheme (including the Capital Reduction) by the Ordinary Shareholders at the General Meeting. The A Shareholders are entitled to attend the General Meeting; however, as the A Shares do not have voting rights at general meetings of Alpha, the A Shareholders are not entitled to vote at the General Meeting (but can vote at the Second Court Meeting). The Scheme must also be sanctioned by the Court and the associated Capital Reduction must be confirmed by the Court.

The Conditions in paragraph 1 of Appendix 1 to this Announcement provide that the Scheme will lapse if, among other things:

-- the Scheme is not approved by a majority in number representing not less than 75 per cent. in nominal value of the Ordinary Shares held by the Independent Shareholders at the First Court Meeting;

-- the Scheme is not approved by a majority in number representing not less than 75 per cent. in nominal value of the A Shares held by the A Shareholders at the Second Court Meeting;

-- the resolutions required to implement the Scheme and approve the Capital Reduction are not duly passed by the requisite majority at the General Meeting;

-- the Scheme is not sanctioned and the subsequent confirmation of the Capital Reduction (in either case, with or without modification on terms agreed by Northill and Alpha) is not confirmed by the Court or, if so ordered by the Court, registered by the Registrar of Companies; and

   --        the Scheme does not become effective by 11.59 p.m. on 31 January 2014.

If any Condition in paragraph 1 of Appendix 1 to this Announcement is not capable of being satisfied by the date specified therein, Northill shall make an announcement through a Regulatory Information Service as soon as practicable and, in any event, by not later than 7.00 a.m. on the Business Day following the date so specified, stating whether Northill has invoked that Condition, (where applicable) waived that Condition or, with the agreement of Alpha, specified a new date by which that Condition must be satisfied.

Once the necessary approvals from Alpha Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme and associated Capital Reduction have been approved by the Court, the Scheme will become Effective upon delivery (and, if ordered by the Court, registration) of the Scheme Court Order and requisite Statement of Capital to the Registrar of Companies. Subject to the satisfaction of the Conditions, the Scheme is expected to become Effective in December 2013.

Further details of the Scheme including an indicative timetable for its implementation together with notices of the Court Meetings and the General Meeting, will be contained in the Scheme Document which will be published as soon as reasonably practicable after the date of this Announcement and (save with the consent of the Panel) within 28 days of the date of this Announcement.

   14.       Disclosure of interests in Alpha Shares

As at the close of business on 17 October 2013, being the last Dealing Day prior to the date of this Announcement, save for: (i) the disclosures in this paragraph 14 and paragraphs 9 and 12 above; and (ii) the irrevocable undertakings referred to in paragraph 7 above, none of Northill or Northill Capital or any of their respective directors or any member of the Northill Group or any subsidiary or subsidiary undertaking of Northill Capital or, so far as Northill is aware, any person acting, or deemed to be acting, in concert with Northill or Northill Capital:

-- has an interest in, or right to subscribe for or has borrowed or lent any Alpha Shares or any securities convertible or exchangeable into Alpha Shares (including pursuant to any long exposure, whether conditional or absolute, to changes in the price of securities);

-- has the right to subscribe for or purchase the same or hold any options (including traded options) in respect of or has any right to acquire any Alpha Shares or holds any derivatives referenced to Alpha Shares;

-- has any short position in (whether conditional or absolute and whether in-the-money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery in relation to Alpha Shares or derivatives referenced to Alpha Shares; or

-- has procured an irrevocable commitment or letter of intent to vote in favour of the Acquisition in respect of Alpha Shares or derivatives referenced to Alpha Shares.

Furthermore, no arrangement exists with Northill, Northill Capital or Alpha or any person acting in concert with Northill, Northill Capital or Alpha in relation to Alpha Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Alpha Shares which may be an inducement to deal or refrain from dealing in such securities.

   15.       Delisting and cancellation of trading

It is intended that Northill will procure that Alpha cancels the admission of Ordinary Shares to trading on AIM upon or shortly after the Effective Date.

On the Effective Date, Alpha will become a wholly-owned subsidiary of Northill and share certificates in respect of the Alpha Shares will cease to be valid and should be destroyed. In addition, entitlements to the Ordinary Shares held in uncertificated form will be cancelled on or shortly after the Effective Date.

   16.       Documents

Copies of the following documents will be available on Northill Capital Group's website at www.northill.com and Alpha's website at www.alphastrategic.com by no later than 12 noon on 21 October 2013 until the end of the Offer Period:

   --      this Announcement; and 
   --      the irrevocable undertakings referred to above. 
   17.       Further terms of the Acquisition

The Alpha Shares will be acquired pursuant to the Acquisition fully paid and free from all liens, charges, equities, encumbrances, rights of pre--emption and any other interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including without limitation voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the Effective Date.

In so far as a distribution is declared, made, paid or payable by Alpha in respect of any Alpha Shares on or after the date of this Announcement, the price payable under the Acquisition in respect of the Alpha Shares will be reduced by the aggregate amount of the distribution that has been declared, made, paid or is payable. To the extent that a distribution that has been declared, made, paid or is payable is or will be transferred or cancelled pursuant to the Acquisition on a basis which entitles Northill alone to receive the distribution and to retain it, the price payable under the Acquisition in respect of the Alpha Shares will not be subject to change in accordance with this paragraph.

   18.       General

The Acquisition will be on the terms and subject to the Conditions set out in Appendix 1 to this Announcement, and to be set out in the Scheme Document. The Scheme Document will be posted to Alpha Shareholders as soon as practicable and (save with the consent of the Panel) within 28 days of the date of this Announcement.

This Announcement does not constitute an offer or an invitation to purchase or subscribe for any securities and the Alpha Shares are not being offered to the public by means of this Announcement or pursuant to the Scheme.

The implications of the Acquisition for persons resident in, or citizens of, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdictions.

The implications of the Scheme and the Acquisition for Overseas Shareholders may be affected by the laws of jurisdictions outside the United Kingdom.

Overseas Shareholders should inform themselves about, and observe, any applicable legal requirements. It is the responsibility of any Overseas Shareholders to satisfy themselves as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes or duties or payments due in such jurisdiction.

This Announcement has been prepared for the purposes of complying with English law, the Takeover Code and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of any jurisdiction outside of England and Wales.

Alpha Shareholders who are citizens or residents of jurisdictions outside the United Kingdom should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme in their particular circumstances.

Northill has reserved the right, subject to the consent of the Panel, to implement the Acquisition by means of a Takeover Offer. In the event that the Acquisition is to be implemented by way of a Takeover Offer, the Alpha Shares (other than the Alpha Shares already held by Northill) will be acquired pursuant to the Takeover Offer fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto. In this event, the Acquisition would be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments). The acceptance condition would be set at 90 per cent. of the shares to which such offer relates (or such lesser percentage (being more than 50 per cent.) as Northill may decide with the consent of the Panel).

This Announcement and the documents required to be published pursuant to Rule 26.1 of the Takeover Code will be available on Northill Capital Group's website at www.northill.com and Alpha's website at www.alphastrategic.com by no later than 12 noon on 21 October 2013 until the end of the Offer Period.

Enquiries:

 
 Northill Europe Holdings S.ár.l. and   Tel: +44 (0) 20 7016 4040 
  Northill Capital Holdings Limited 
  Jeremy Bassil 
 
   finnCap Ltd                                 Tel: +44 (0) 20 7220 0500 
   Stuart Andrews/Henrik Persson 
 Alpha Strategic plc                         Tel: +44 (0) 20 7222 3005 
  Alistair McKay 
 
  Westhouse Securities Limited                Tel: +44 (0)20 7601 6100 
  Tom Griffiths/Paul Gillam

Further information

Notice to US Holders of Alpha Shares

Overseas Shareholders

The availability of the offer or the distribution of this Announcement to Alpha Shareholders who are not resident or ordinarily resident in the United Kingdom may be affected by the laws of the Relevant Jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Alpha Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

Forward-looking statements

This Announcement, oral statements made regarding the Acquisition and other information published by Northill and Alpha contains certain statements about Northill, Northill Capital and Alpha that are or may be forward-looking statements. These statements are prospective in nature and are not based on historical facts, but rather on the current expectations of the management of Northill and Alpha (as the case may be) and are subject to uncertainty and changes in circumstances, and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements.

Not a profit forecast

Disclosure requirements of the Takeover Code

Rule 2.10 Requirement

Appendix 1

CONDITIONS AND FURTHER TERMS OF THE ACQUISITION

The Acquisition, which will be made by Northill, will comply with the applicable rules and regulations of the FCA, the London Stock Exchange and the Takeover Code, will be governed by English law and will be subject to the jurisdiction of the English courts. In addition it will be subject to the terms and conditions to be set out in the Scheme Document.

Conditions of the Scheme

Statutory Conditions

   1.         The Scheme will be subject to the following Conditions:

(a) its approval by a majority in number representing not less than 75 per cent. in nominal value of the Ordinary Shares held by the Independent Shareholders who are on the register of members of Alpha at the Voting Record Time, present and voting, whether in person or by proxy, at the First Court Meeting and at any separate class meeting which may be required (or any adjournment thereof), and such First Court Meeting being held on or before 21 November 2013 (or such later date as Northill and Alpha may, subject to the Takeover Code and/or with the consent of the Panel, agree and (if required) the Court may approve);

(b) its approval by a majority in number representing not less than 75 per cent. in nominal value of the A Shares held by the A Shareholders who are on the register of members of Alpha at the Voting Record Time, present and voting, whether in person or by proxy, at the Second Court Meeting and at any separate class meeting which may be required (or any adjournment thereof), and such Second Court Meeting being held on or before 21 November 2013 (or such later date as Northill and Alpha may, subject to the Takeover Code and/or with the consent of the Panel, agree and (if required) the Court may approve);

(c) the resolutions required to implement the Scheme and approve the Capital Reduction being duly passed by the requisite majority at the General Meeting (or any adjournment thereof) by the Ordinary Shareholders and the General Meeting being held on or before 21 November 2013 (or such later date as Northill and Alpha may, subject to the Takeover Code and/or with the consent of the Panel, agree and (if required) the Court may approve);

(d) the sanction of the Scheme by the Court and the confirmation of the Capital Reduction by the Court (with or without modification (but subject to such modification being acceptable to Northill and Alpha)) and (i) the delivery of the office copies of the Scheme Court Order and of the Statement of Capital for registration to the Registrar of Companies and, (ii) if the Court so orders for the Scheme to become Effective, registration of the Scheme Court Order confirming the Capital Reduction and registration of the Statement of Capital with the Registrar of Companies, and (iii) the Scheme Court Hearing to sanction the Scheme being held on or before 10 December 2013 (or such later date as Northill and Alpha may, subject to the Takeover Code and/or with the consent of the Panel, agree and (if required) the Court may approve); and

(e) the Scheme becoming effective, subject to the Takeover Code, by no later than 11.59 p.m. on 31 January 2014 (or such later date as Northill and Alpha may, subject to the Takeover Code and/or with the consent of the Panel, agree and (if required) the Court may approve).

If any Condition referred to in paragraphs 1(a) to (e) above is not capable of being satisfied by the date specified therein, Northill shall make an announcement through a Regulatory Information Service as soon as practicable and, in any event, by no later than 7.00 a.m. on the Business Day following the date so specified, stating whether Northill has invoked that Condition, (where applicable) waived that Condition or, with the agreement of Alpha, specified a new date by which that Condition must be satisfied. Northill is not permitted to invoke the timing element of any Condition referred to in paragraphs 1(a) to (e), where non satisfaction of that Condition is caused by any act or failure to act by Northill (other than a refusal by Northill to agree an extension).

General conditions

Alpha and Northill have agreed that, subject to the provisions of paragraph 2 below and the requirements of the Panel in accordance with the Takeover Code, the Scheme will also be conditional upon, and accordingly the necessary actions to make the Scheme Effective will only be taken on, the satisfaction or, where relevant, waiver of the following Conditions:

Third Party clearances

(f) no central bank, government or governmental, quasi--governmental, supranational, statutory, regulatory, fiscal or investigative, court or trade agency, in any relevant jurisdiction (each a "Third Party") having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision, order or change to published practice and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i) make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Alpha Group by any member of the Wider Northill Group void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prevent, prohibit, or restrain, restrict, impede, challenge, delay or otherwise interfere with the implementation of, or impose additional conditions or obligations with respect to, the Acquisition or the acquisition of any shares or other securities in, or control or management of Alpha by any member of the Wider Northill Group or require amendment of the Scheme;

(ii) require, prevent or materially delay the divestiture or alter the terms envisaged for such divestiture by any member of the Wider Northill Group or by any member of the Wider Alpha Group of all or any part of their businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof) to an extent which is material in the context of the Alpha Group taken as a whole or the Northill Group taken as a whole in the context of the Acquisition (as the case may be);

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Northill Group directly or indirectly to acquire or hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Alpha (or any member of the Wider Alpha Group) or on the ability of any member of the Wider Alpha Group or any member of the Wider Northill Group directly or indirectly to hold or exercise effectively any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider Alpha Group to an extent which is material in the context of the Alpha Group taken as a whole or the Northill Group taken as a whole in the context of the Acquisition (as the case may be);

(iv) other than pursuant to the implementation of the Acquisition, require any member of the Wider Northill Group or the Wider Alpha Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Alpha Group or any asset owned by any third party which is material in the context of the Wider Alpha Group or the Wider Northill Group, in either case taken as a whole;

(v) result in any member of the Wider Alpha Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the Alpha Group taken as a whole or in the context of the Acquisition;

(vi) impose any limitation on the ability of any member of the Wider Northill Group or any member of the Wider Alpha Group to conduct, integrate or co--ordinate all or any part of their respective businesses with all or any part of the business of any other member of the Wider Northill Group and/or the Wider Alpha Group in a manner which is materially adverse to the Wider Northill Group and/or the Wider Alpha Group, in either case, taken as a whole or in the context of the Acquisition; or

(vii) otherwise affect the business, assets, value, profits, prospects or operational performance of any member of the Wider Alpha Group or any member of the Wider Northill Group in each case in a manner which is adverse to and material in the context of the Wider Alpha Group taken as a whole,

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Alpha Shares or otherwise intervene having expired, lapsed, or been terminated;

(g) all Authorisations, notifications, filings or applications which are necessary or appropriate in any jurisdiction for or in respect of the Acquisition which are the responsibility of the Wider Alpha Group and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with by the Wider Alpha Group and all Authorisations which are the responsibility of the Wider Alpha Group necessary or appropriate in any jurisdiction for or in respect of the Acquisition or the proposed acquisition of any shares or other securities in, or in control of, Alpha by any member of the Wider Northill Group having been obtained from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Alpha Group has entered into contractual arrangements and all such Authorisations which are necessary or appropriate to carry on the business of any member of the Wider Alpha Group in any jurisdiction having been obtained in each case where the direct consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting or other time period or to comply with such obligation or obtain such Authorisation would be unlawful in any Relevant Jurisdiction or have a material adverse effect on the Wider Alpha Group, any member of the Northill Group or the ability of Northill to implement the Scheme and all such Authorisations remaining in full force and effect at the time at which the Scheme becomes otherwise unconditional in all respects and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

(h) no temporary restraining order, preliminary or permanent injunction, preliminary or permanent enjoinment, or other order threatened or issued and being in effect by a court or other Third Party which has the effect of making the Acquisition or any acquisition or proposed acquisition of any shares or other securities or control or management of, any member of the Wider Alpha Group by any member of the Wider Northill Group, or the implementation of either of them, void, voidable, illegal and/or enforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prohibiting, preventing, restraining, restricting, delaying or otherwise interfering with the consummation or the approval of the Acquisition or any matter arising from the proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Alpha Group by any member of the Wider Northill Group;

Confirmation of absence of adverse circumstances

(i) except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Alpha Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Acquisition or the proposed acquisition by any member of the Wider Northill Group of any shares or other securities in Alpha or because of a change in the control or management of any member of the Wider Alpha Group or otherwise, would or might reasonably be expected to result in, in each case to an extent which is material in the context of the Alpha Group taken as a whole or to the obligations of any member of the Northill Group in connection with the Acquisition:

(i) any monies borrowed by, or any other indebtedness, actual or contingent of, or any grant available to, any member of the Wider Alpha Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) the rights, liabilities, obligations, interests or business of any member of the Wider Alpha Group or any member of the Wider Northill Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Alpha Group or any member of the Wider Northill Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such business or interests) being or likely to become terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken or arising thereunder;

(iii) any member of the Wider Alpha Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the Alpha Group taken as a whole;

(iv) any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider Alpha Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Alpha Group otherwise than in the ordinary course of business;

(v) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Alpha Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen), becoming enforceable;

(vi) the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider Alpha Group being prejudiced or adversely affected;

(vii) the creation or acceleration of any liability (actual or contingent) by any member of the Wider Alpha Group other than liabilities incurred in the ordinary course of business; or

(viii) any liability of any member of the Wider Alpha Group to make any severance, termination, bonus or other payment to any of its directors or other officers;

No material transactions, claims or changes in the conduct of the business of the Alpha Group

(j) except as Disclosed, no member of the Wider Alpha Group having since the Accounting Date:

(i) save as between Alpha and its wholly--owned subsidiaries or between such wholly--owned subsidiaries and save for the issue of Alpha Shares on the exercise of options or vesting of awards granted before the date of this Announcement in the ordinary course, issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities;

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than to Alpha or one of its wholly--owned subsidiaries;

(iii) save as between Alpha and its wholly--owned subsidiaries or between such wholly--owned subsidiaries, merged with (by statutory merger or otherwise) or demerged from or acquired any body corporate, partnership or business or acquired or disposed of, or, other than in the ordinary course of business, transferred, mortgaged or charged or created any security interest over, any assets or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so;

(iv) save as between Alpha and its wholly--owned subsidiaries or between such wholly--owned subsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capital;

(v) issued, authorised or proposed or announced an intention to authorise or propose the issue of, or made any change in or to the terms of, any debentures or (save in the ordinary course of business and save as between Alpha and its wholly--owned subsidiaries or between such wholly--owned subsidiaries) incurred or increased any indebtedness or become subject to any contingent liability to an extent which is material in the context of the Alpha Group or in the context of the Acquisition;

(vi) entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary, any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) (otherwise than in the ordinary course of business) which is of a long term, unusual or onerous nature, or which involves or could reasonably be expected to involve an obligation of a nature or magnitude which is, in any such case, material in the context of the Alpha Group or in the context of the Acquisition, or which is or is reasonably likely to be restrictive on the business of any member of the Wider Alpha Group to an extent which is or is likely to be material to the Alpha Group taken as a whole or in the context of the Acquisition, or which is or is reasonably likely to be restrictive on the business of any member of the Wider Northill Group;

(vii) entered into any licence or other disposal of intellectual property rights of any member of the Wider Alpha Group which are material in the context of the Wider Alpha Group taken as a whole and outside the normal course of business;

(viii) entered into, varied or announced its intention to enter into or vary the terms of or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, commitment, arrangement or any service agreement with any director or senior executive of the Wider Alpha Group save for salary increases, bonuses or variations of terms in the ordinary course;

(ix) proposed, agreed to provide or modified in any material respect the terms of any share option scheme, incentive scheme, or other benefit relating to the employment or termination of employment of any employee of the Wider Alpha Group which, taken as a whole, are material in the context of the Alpha Group taken as a whole;

(x) entered into, implemented or effected, or authorised, proposed or announced its intention to implement or effect, any joint venture, asset or profit sharing arrangement, partnership, composition, assignment, reconstruction, amalgamation, commitment, scheme or other transaction or arrangement (other than the Scheme) otherwise than in the ordinary course of business which is material in the context of the Alpha Group taken as a whole or in the context of the Acquisition;

(xi) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect of the Acquisition or in respect of the matters mentioned in paragraph 1(j)(i) above, made any other change to any part of its share capital to an extent which (other than in the case of Alpha) is material in the context of the Alpha Group;

(xii) waived, compromised or settled any claim otherwise than in the ordinary course of business which is material in the context of the Alpha Group taken as a whole or in the context of the Acquisition;

(xiii) made any material alteration to its articles of association or other constitutional documents, except as required pursuant to the Acquisition;

(xiv) (other than in respect of a member which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or received notice of any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding--up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any administrator, receiver, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xv) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xvi) entered into any contract, commitment, agreement or arrangement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition;

(xvii) terminated or varied the terms of any agreement or arrangement between any member of the Wider Alpha Group and any other person in a manner which would or might be expected to have a material adverse effect on the financial position of the Alpha Group taken as a whole; or

(xviii) taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Alpha Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;

No material adverse change

   (k)        since the Accounting Date, and except as Disclosed:

(i) there having been no adverse change and no circumstance having arisen which would result in any adverse change or deterioration in the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider Alpha Group to an extent which is material to the Alpha Group taken as a whole or in the context of the Acquisition or in the obligations of any member of the Northill Group in connection with the Acquisition;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against any member of the Wider Alpha Group or to which any member of the Wider Alpha Group is or may become a party (whether as claimant or defendant or otherwise) and no enquiry, review, investigation or enforcement proceedings by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Alpha Group having been threatened, announced or instituted by or against, or remaining outstanding in respect of, any member of the Wider Alpha Group which, in any such case, might reasonably be expected to have a material adverse effect on the Alpha Group taken as a whole or in the context of the Acquisition;

(iii) no contingent or other liability having arisen, increased or become apparent which would adversely affect the business, assets, financial or trading position, profits, prospects or operational performance of any member of the Wider Alpha Group to an extent which is material to the Alpha Group taken as a whole or in the context of the Acquisition; and

(iv) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Alpha Group, which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is material and likely to have an adverse effect on the Alpha Group taken as a whole or in the context of the Acquisition;

   (l)         since the Accounting Date, and except as Disclosed, Northill not having discovered:

(i) that any financial, business or other information concerning the Wider Alpha Group publicly announced or disclosed to any member of the Wider Northill Group at any time by or on behalf of any member of the Wider Alpha Group or to any of their advisers is misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which is, in any case, material in the context of the Alpha Group taken as a whole or in the context of the Acquisition;

(ii) that any member of the Wider Alpha Group is subject to any liability, contingent or otherwise, which is material in the context of the Alpha Group or in the context of the Acquisition; or

(iii) any information which affects the import of any information disclosed to Northill at any time by or on behalf of any member of the Wider Alpha Group which is material in the context of the Alpha Group;

Anti--corruption

(m) there are adequate procedures in place to prevent persons associated with the Wider Alpha Group from engaging in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, as amended or any other applicable anti-corruption legislation and Northill not having discovered a contravention by any past or present member of the Wider Alpha Group or any persons associated with, or performing services on behalf of, the Wider Alpha Group, of such legislation; and

No criminal property

(n) Northill not having discovered that any asset of any member of the Wider Alpha Group constitutes criminal property as defined by section 340(3) of the UK Proceeds of Crime Act 2002, as amended (but disregarding paragraph (b) of that definition).

   2.         Further Terms of the Acquisition

Subject to the requirements of the Panel in accordance with the Takeover Code:

(a) Northill reserves the right to waive, in whole or in part, all or any of the above Conditions, except Conditions 1(a) to (e) (inclusive), so far as they relate to Alpha, the Wider Alpha Group, or any part thereof;

(b) Alpha reserves the right to waive, in whole or in part, all or any of the above Conditions, except Conditions 1(a) to (e) (inclusive) so far as they relate to Northill, the Wider Northill Group, or any part thereof.

(c) Conditions 1(f) to (n) (inclusive) must each be fulfilled, determined by Northill to be or to remain satisfied or (if capable of waiver) be waived by Northill by no later than 11.59 p.m. on the date immediately preceding the date of the Scheme Court Hearing to sanction the Scheme, failing which the Acquisition will lapse.

(d) If Northill is required by the Panel to make an offer for Alpha Shares under the provisions of Rule 9 of the Takeover Code, Northill may make such alterations to any of the above Conditions as are necessary to comply with the provisions of that Rule.

(e) The Acquisition will lapse if it is referred to the UK Competition Commission before 1.00 p.m. on or before the later of the date of the Court Meetings and the date of the General Meeting. In such event, Alpha will not be bound by the terms of the Scheme.

(f) The Acquisition will lapse if the European Commission either initiates proceedings under Article 6(1)(c) of Council Regulation (EC) 139/2004 or makes a referral to a competent authority of the United Kingdom under Article 9(3)(b) of that Regulation and there is a subsequent reference to the UK Competition Commission, in either case before 1.00 p.m. on or before the later of the date of the Court Meetings and the date of the General Meeting. In such event, Alpha will not be bound by the terms of the Scheme.

(g) The Acquisition will be governed by English law and be subject to the jurisdiction of the English courts and to the Conditions set out above.

(h) Northill reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such event, the Acquisition will be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments). The acceptance condition would be set at 90 per cent. of the shares to which such offer relates (or such lesser percentage (being more than 50 per cent.) as Northill may decide with the consent of the Panel). Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient Alpha Shares are otherwise acquired, it is the intention of Northill to apply the provisions of the 2006 Act to acquire compulsorily any outstanding Alpha Shares to which such offer relates.

(i) If the Acquisition is effected by way of a Takeover Offer, the Alpha Shares will be acquired by Northill fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this Announcement.

Appendix 2

SOURCES AND BASES OF INFORMATION

In this Announcement, unless otherwise stated, or the context otherwise requires, the following bases and sources of information have been used:

1. The financial information relating to Alpha has been extracted or derived (without adjustment) from the audited consolidated financial statements for the Alpha Group for the financial year ended 31 March 2013.

2. The value of the Acquisition is calculated on the basis of the fully diluted number of Alpha Shares in issue referred to in paragraph 4 below.

3. As at the close of business on 17 October 2013, being the last Dealing Day prior to the date of this Announcement, Alpha had 9,225,758 Ordinary Shares and 1,400 A Shares in issue. The International Securities Identification Number for the Ordinary Shares is GB00B0CZZR45.

4. The fully diluted share capital of Alpha (being 9,225,758 Ordinary Shares and 1,400 A Shares) is calculated on the basis of 9,225,758 Ordinary Shares and 1,400 A Shares in issue on 17 October 2013, being the last Dealing Day prior to the date of this Announcement.

5. Unless otherwise stated, all prices and closing prices for Ordinary Shares are closing middle market quotations as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange.

   6.         The premium calculations per Ordinary Shares have been calculated by reference to:

(a) 32 per cent. to the Closing Price of 19 pence per Ordinary Share on 25 September 2013, being the last Dealing Day prior to the commencement of the Offer Period;

(b) 30 per cent. to the average Closing Price of approximately 19.2 pence per Ordinary Share for the one month ending on 25 September 2013, being the last Dealing Day prior to the commencement of the Offer Period;

(c) 1 per cent. to the average Closing Price of approximately 24.7 pence per Ordinary Share for the three month period to 25 September 2013, being the last Dealing Day prior to the commencement of the Offer Period; and

(d) 6 per cent. to the Closing Price of 23.5 pence per Ordinary Share on 17 October 2013, being the last Dealing Day prior to the date of this Announcement.

Appendix 3

DETAILS OF IRREVOCABLE UNDERTAKINGS

   1.         Independent Directors

Those Independent Directors who hold beneficial interests in Alpha Shares have irrevocably undertaken to vote in favour of the Scheme at the First Court Meeting and at the Second Court Meeting (as appropriate) and the resolutions relating to the Acquisition (including the Capital Reduction) at the General Meeting (or, in the event that the Acquisition is implemented by way of the Takeover Offer, to accept or procure acceptance of such Takeover Offer) in respect of their own beneficial holdings of, in aggregate, 865,908 Ordinary Shares and (in the case of Colin Barrow and Christopher Malthouse) 1,400 A Shares representing, in aggregate, approximately 9.39 per cent. of the Ordinary Shares in issue and 100 per cent. of the A Shares in issue, respectively.

 
 Name of Alpha Director    Number of Ordinary      Percentage of 
  giving undertaking        Shares in respect       Ordinary Shares 
                            of which undertaking    in issue 
                            is given* 
 Colin Barrow              625,000                 6.77 
 Nicola Meaden Grenham     190,908                 2.07 
 Christopher Malthouse     50,000                  0.54 
 Total                     865,908                 9.39 
                          ======================  =================

* The undertakings and the numbers referred to in this table refer only to those Ordinary Shares to which the relevant Independent Director is beneficially entitled and any Ordinary Shares such director is otherwise able to control the exercise of in terms of the rights attaching to such share, including the ability to procure the transfer of such share.

 
 Name of Alpha Director    Number of A Shares     Percentage of 
  giving undertaking        in respect of which    A Shares in issue 
                            undertaking is 
                            given* 
 Colin Barrow              800                    57.1 
 Christopher Malthouse     600                    42.9 
 Total                     1,400                  100 
                          =====================  ===================

* The undertakings and the numbers referred to in this table refer only to those A Shares to which the relevant Independent Director is beneficially entitled and any A Shares such director is otherwise able to control the exercise of in terms of the rights attaching to such share, including the ability to procure the transfer of such share.

These irrevocable undertakings from the Independent Directors who hold Alpha Shares are in respect of their entire beneficial holdings of Alpha Shares and include undertakings:

(a) to vote in favour of the Scheme at the Court Meetings and the resolutions relating to the Acquisition (including the Capital Reduction) at the General Meeting; and

(b) if Northill exercises its right to structure the Acquisition as a Takeover Offer, to accept or procure the acceptance of such Takeover Offer.

These irrevocable undertakings will cease to be binding if:

(a) the Acquisition is implemented by way of a Takeover Offer and the Takeover Offer lapses or is withdrawn without becoming or being declared unconditional in all respects;

(b) Northill announces, with the consent of any relevant authority (if required) and before the Scheme Document or any offer document (in the case of a Takeover Offer) is posted, that it does not intend to proceed with the Acquisition; or

(c) the Scheme does not become effective by 31 January 2014 (or such later date as Northill and Alpha agree in writing and that the Court approves).

   2.   Alpha Shareholders

The following Alpha Shareholders have given irrevocable undertakings to vote in favour of Scheme at the First Court Meeting and the resolutions relating to the Acquisition (including the Capital Reduction) at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of such Takeover Offer) in respect of their own beneficial holdings of, in aggregate, 2,579,276 Ordinary Shares representing, in aggregate, approximately 27.96 per cent. of the Ordinary Shares in issue.

 
 Name of shareholder                  Number of Ordinary Shares in respect of   Percentage of Ordinary Shares in issue 
                                            which undertaking is given* 
 IKOS Asset Management Limited                       1,212,121                                  13.14 
 Winton Capital Management Limited                    830,882                                    9.01 
 Spencer Crooks                                       270,000                                    2.93 
 Elsina Limited                                       266,273                                    2.89 
 Total                                               2,579,276                                  27.96 
                                     ========================================  =======================================

* The undertakings and the numbers referred to in this table refer only to those Ordinary Shares to which the relevant Alpha Shareholder is beneficially entitled and any Ordinary Shares such shareholder is otherwise able to control the exercise of in terms of the rights attaching to such share, including the ability to procure the transfer of such share.

The irrevocable undertakings given by each of IKOS Asset Management, Winton Capital Management, Spencer Crooks and Elsina Limited will cease to be binding if:

(a) the Acquisition is implemented by way of a Takeover Offer, when the Takeover Offer lapses or is withdrawn without becoming or being declared unconditional in all respects;

(b) Northill announces, with the consent of any relevant authority (if required) and before the Scheme Document or offer document (in the case of a Takeover Offer) is posted, that it does not intend to proceed with the Acquisition and no new, revised or replacement Scheme or Takeover Offer is announced by Northill in accordance with the Takeover Code at the same time or within 28 days thereafter;

(c) in the case of the irrevocable undertakings given by Elsina Limited and Winton Capital Management Limited only, a person other than Northill or any person acting in concert with Northill (a "Competing Bidder") announces prior to the date of the Shareholder Meetings (or, in the case of a Takeover Offer, prior to the closing date of such offer) a firm intention (in accordance with Rule 2.7 of the Takeover Code) to make an offer (within the meaning of the Takeover Code), which is not the subject of pre-conditions, to acquire all of the equity share capital of Alpha, other than that already owned by the person making such offer, on terms which represent (in the reasonable opinion of Alpha) an improvement of 10 per cent. or more on the value of the consideration offered under the Acquisition (a "Competing Offer"). For the purposes of determining whether this threshold is met, the value of any listed share consideration under the Competing Offer shall be calculated by reference to the mid-market closing price of the shares of the Competing Bidder on the Dealing Day immediately prior to the date of issue of the announcement made in respect of the Competing Offer pursuant to Rule 2.7 of the Takeover Code; or

(d) in the case of the irrevocable undertaking given by Winton Capital Management Limited only, if the Scheme does not become Effective by 31 January 2014 (or such later date as Winton Capital Management Limited, Northill and Alpha may agree in writing, provided that such later date has been approved by the Court).

Appendix 4

DEFINITIONS

The following definitions apply throughout this Announcement unless the context otherwise requires:

 
 "2006 Act"                                                 the Companies Act 2006, as amended from time to time 
 "A Shares"                                                 the A shares of nominal value GBP24.75 each in the capital 
                                                            of Alpha 
 "A Shareholders"                                           holders of A Shares 
 "Accounting Date"                                          31 March 2013 
 "Acquisition"                                              the acquisition by Northill of the entire issued and to be 
                                                            issued share capital of Alpha (other 
                                                            than the Alpha Shares already held by Northill) at a price 
                                                            of 25 pence per Ordinary Share 
                                                            and 25 pence per A Share to be effected by means of the 
                                                            Scheme (or, subject to the consent 
                                                            of the Panel, a Takeover Offer) including, where the 
                                                            context so admits, any subsequent variation, 
                                                            revision, extension or renewal thereof 
 "AIM"                                                      the AIM market of the London Stock Exchange 
 "AIM Rules"                                                the AIM Rules for Companies published by the London Stock 
                                                            Exchange, as amended from time to 
                                                            time 
 "Alpha"                                                    Alpha Strategic plc, a public limited company incorporated 
                                                            in England and Wales with registered 
                                                            number 5387808 
 "Alpha Directors"                                          the directors of Alpha, being Colin Barrow, Alistair 
                                                            McKay, Christopher Malthouse, Nicola 
                                                            Meaden Grenham and Jonathan Little 
 "Alpha Group"                                              Alpha and any subsidiary of Alpha 
 "Alpha Shareholders"                                       holders of Alpha Shares 
 "Alpha Shares"                                             the Ordinary Shares and the A Shares 
 "Announcement"                                             this announcement made in accordance with Rule 2.7 of the 
                                                            Takeover Code dated 18 October 2013 
 "Annual Report"                                            the annual report and accounts of Alpha for the year ended 
                                                            31 March 2013 
 "associated undertaking"                                   shall be construed in accordance with paragraph 19 of 
                                                            Schedule 6 to The Large and Medium--sized 
                                                            Companies and Groups (Accounts and Reports) Regulations 
                                                            2008 (SI 2008/410) but for this purpose 
                                                            ignoring paragraph 19(1)(b) of Schedule 6 to those 
                                                            regulations 
 "Authorisations"                                           regulatory authorisations, orders, grants, recognitions, 
                                                            confirmations, consents, licences, 
                                                            clearances, certificates, permissions or approvals 
 "Bertarelli Family"                                        Ernesto Bertarelli and Donata Bertarelli 
 "Business Day"                                             a day (other than Saturdays, Sundays or public holidays) 
                                                            on which clearing banks in London 
                                                            and Luxembourg are open for normal business 
 "Capital Reduction"                                        the reduction of Alpha's share capital under section 648 
                                                            of the 2006 Act provided for by the 
                                                            Scheme 
 "Cash Consideration"                                       the cash consideration due to Scheme Shareholders pursuant 
                                                            to the Scheme 
 "Closing Price"                                            the closing middle market quotation of an Ordinary Share 
                                                            as derived from the AIM Appendix 
                                                            to the Daily Official List of the London Stock Exchange 
 "Competing Bidder"                                         has the meaning given to it in Appendix 3, paragraph 2(c) 
                                                            of this Announcement 
 "Competing Offer"                                          has the meaning given to it in Appendix 3, paragraph 2(c) 
                                                            of this Announcement 
 "Conditions"                                               the conditions of the Acquisition, as set out in Appendix 
                                                            1 to this Announcement and to be 
                                                            set out in the Scheme Document 
 "Court"                                                    the High Court of Justice of England and Wales 
 "Court Meetings"                                           the First Court Meeting and the Second Court Meeting 
 "Daily Official List"                                      the Daily Official List of the London Stock Exchange 
 "Dealing Day"                                              a day on which dealings in domestic securities may take 
                                                            place on, and with the authority of, 
                                                            the London Stock Exchange 
 "Disclosed"                                                (i) the information disclosed in the Annual Report; (ii) 
                                                            publicly announced via a Regulatory 
                                                            Information Service by or on behalf of Alpha on or before 
                                                            5.00 p.m. on the Business Day prior 
                                                            to the date of this Announcement; or (iii) fairly 
                                                            disclosed to Northill (or its advisers) 
                                                            on or before 5.00 p.m. on the Business Day prior to the 
                                                            date of this Announcement 
 "Discretionary Trust Potential Beneficiaries"              Bertarelli Family and certain blood relations of the 
                                                            Bertarelli Family 
 "Effective"                                                in the context of the Acquisition: (i) if the Acquisition 
                                                            is implemented by way of a Scheme, 
                                                            the Scheme having become effective pursuant to its terms; 
                                                            or (ii) if the Acquisition is implemented 
                                                            by way of a Takeover Offer, the Takeover Offer having been 
                                                            declared or having become unconditional 
                                                            in all respects in accordance with the requirements of the 
                                                            Takeover Code 
 "Effective Date"                                           the date on which the Acquisition becomes Effective 
 "Entire Issued Share Capital"                              the entire issued and to be issued share capital of Alpha 
                                                            (other than the Alpha Shares already 
                                                            held by Northill) 
 "Exchange Act"                                             the US Securities Exchange Act of 1934, as amended from 
                                                            time to time 
 "Excluded Shares"                                          any Alpha Shares which are registered in the name of or 
                                                            beneficially owned by Northill or 
                                                            its nominees and any Alpha Shares held in treasury 
                                                            immediately prior to the Scheme Record 
                                                            Time 
 "Exercise Event"                                           has the meaning given to it in paragraph 9 of this 
                                                            Announcement 
 "FCA" or "Financial Conduct Authority"                     the United Kingdom Financial Conduct Authority or its 
                                                            successor from time to time in its capacity 
                                                            as the competent authority for the purposes of Part 6 of 
                                                            FSMA 
 "finnCap Ltd"                                              finnCap Ltd, the financial adviser to Northill and 
                                                            Northill Capital for the purposes of the 
                                                            Acquisition 
 "First Court Meeting"                                      the meeting of Independent Shareholders (and any 
                                                            adjournment thereof) to be convened pursuant 
                                                            to an order of the Court under Part 26 of the 2006 Act for 
                                                            the purposes of considering and, 
                                                            if thought fit, approving the Scheme (with or without 
                                                            amendment) 
 "FSMA"                                                     the Financial Services and Markets Act 2000, as amended 
                                                            from time to time 
 "General Meeting"                                          the general meeting of Ordinary Shareholders (and any 
                                                            adjournment thereof) to be convened 
                                                            in connection with the Scheme 
 "Independent Directors"                                    the Alpha Directors (other than Jonathan Little) 
 "Independent Shareholders"                                 the Ordinary Shareholders (other than Northill) 
 "London Stock Exchange"                                    the London Stock Exchange plc, a public limited company 
                                                            incorporated in England and Wales 
                                                            or its successor 
 "New Ordinary Shares"                                      the new Ordinary Shares to be issued to Northill in 
                                                            accordance with the Scheme 
 "Northill"                                                 Northill Europe Holdings S.ár.l., a company 
                                                            incorporated in Luxembourg with registration 
                                                            number B158738 
 "Northill Capital"                                         Northill Capital Holdings Limited, a company incorporated 
                                                            in Jersey with registration number 
                                                            108157 
 "Northill Capital Group"                                   Northill Capital Group, its subsidiaries and subsidiary 
                                                            undertakings 
 "Northill Capital Jersey"                                  Northill Capital (Jersey) L.P., a company incorporated in 
                                                            Jersey with registration number 
                                                            1286 
 "Northill Group"                                           Northill Capital, its subsidiaries and subsidiary 
                                                            undertakings 
 "Northill Jersey"                                          Northill Jersey Holdings L.P., a company incorporated in 
                                                            Jersey with registered number 1323 
 "Offer Period"                                             the offer period (as defined by the Takeover Code) 
                                                            relating to Alpha, which commenced on 26 
                                                            September 2013 and ending on the earlier of the Effective 
                                                            Date and the date that the Scheme 
                                                            lapses or is withdrawn in accordance with its terms 
 "Ordinary Shareholders"                                    holders of Ordinary Shares 
 "Ordinary Shares"                                          the ordinary shares of 1 pence each in the capital of the 
                                                            Company 
 "Overseas Shareholders"                                    Scheme Shareholders whose registered addresses are outside 
                                                            the UK or who are resident in, 
                                                            ordinarily resident in or citizens of, jurisdictions 
                                                            outside the United Kingdom 
 "Panel"                                                    the Panel on Takeovers and Mergers 
 "Registrar of Companies"                                   the Registrar of Companies in England and Wales 
 "Regulatory Information Service"                           any information service authorised from time to time by 
                                                            the FCA for the purpose of disseminating 
                                                            regulatory announcements 
 "relevant securities"                                      as the context requires, (i) Alpha Shares and other equity 
                                                            share capital of Alpha; (ii) equity 
                                                            share capital of Northill; and (iii) any securities 
                                                            convertible into or exchangeable for, 
                                                            and rights to subscribe for, any of the foregoing 
 "Rule"                                                     a rule of the Takeover Code unless the context dictates 
                                                            otherwise 
 "Scheme"                                                   the proposed scheme of arrangement under Part 26 of the 
                                                            2006 Act between Alpha and the holders 
                                                            of the Alpha Shares (other than the Alpha Shares already 
                                                            held by Northill), with or subject 
                                                            to any modification, addition or condition approved or 
                                                            imposed by the Court and agreed by 
                                                            Alpha and Northill 
 "Scheme Court Hearing"                                     the hearing by the Court of the claim form to sanction the 
                                                            Scheme under Part 26 of the 2006 
                                                            Act and confirm the Capital Reduction under section 648 of 
                                                            the 2006 Act 
 "Scheme Court Order"                                       the order of the Court sanctioning (i) the Scheme under 
                                                            Part 26 of the 2006 Act and (ii) confirming 
                                                            the Capital Reduction 
 "Scheme Document"                                          the document to be sent to Alpha Shareholders and persons 
                                                            with information rights containing, 
                                                            among other things, the Scheme and notices of the 
                                                            Shareholder Meetings and proxy forms in 
                                                            respect of the Shareholder Meetings 
 "Scheme Record Time"                                       6.00 p.m. on the Business Day immediately preceding the 
                                                            date upon which the Scheme Court Order 
                                                            is made; 
 "Scheme Shareholders"                                      holders of Scheme Shares 
 "Scheme Shares"                                            the Alpha Shares: 
                                                            (a) in issue at the date of the Scheme Document; 
                                                            (b) if any, issued after the date of the Scheme Document 
                                                            and before the Voting Record Time; 
                                                            and 
                                                            (c) if any, issued at or after the Voting Record Time and 
                                                            before the Scheme Record Time in 
                                                            respect of which the original or any subsequent holders 
                                                            thereof are, or shall have agreed 
                                                            in writing to be, bound by the Scheme, 
                                                            in each case other than any Excluded Shares 
 "Second Court Meeting"                                     the meeting of Scheme Shareholders who hold A Shares (and 
                                                            any adjournment thereof) to be convened 
                                                            pursuant to an order of the Court under Part 26 of the 
                                                            2006 Act for the purposes of considering 
                                                            and, if thought fit, approving the Scheme (with or without 
                                                            amendment) 
 "Serono"                                                   Serono, S.A. 
 "Shareholder Meetings"                                     the Court Meetings and the General Meeting 
 "Statement of Capital"                                     the statement of capital (approved by the Court) showing 
                                                            with respect to Alpha's share capital, 
                                                            as altered by the Scheme Court Order confirming the 
                                                            Capital Reduction, the information required 
                                                            by section 649 of the 2006 Act 
 "subsidiary", "subsidiary undertaking" and "undertaking"   shall be construed in accordance with the 2006 Act 
 "Substantial Interest"                                     in relation to an undertaking, a direct or indirect 
                                                            interest of 20 per cent. or more of the 
                                                            total voting rights conferred by the equity share capital 
                                                            (as defined in section 548 of the 
                                                            2006 Act) of such undertaking 
 "Takeover Code"                                            the Takeover Code issued by the Panel, as amended from 
                                                            time to time 
 "Takeover Offer"                                           should the Acquisition be implemented by way of a takeover 
                                                            offer, the takeover offer (as defined 
                                                            in section 974 of the 2006 Act) to be made by Northill to 
                                                            acquire all of the issued and to 
                                                            be issued Alpha Shares (other than the Alpha Shares 
                                                            already held by Northill) and, where the 
                                                            context so requires, any subsequent revision, variation, 
                                                            extension or renewal of such offer 
 "UK" or "United Kingdom"                                   United Kingdom of Great Britain and Northern Ireland 
 "US" or "United States"                                    The United States of America, its territories and 
                                                            possessions, any state of the United States 
                                                            of America, the District of Columbia and all other areas 
                                                            subject to its jurisdiction 
 "US Holder"                                                Alpha Shareholders who are resident in, or citizens of, 
                                                            the US 
 "US Person"                                                a US person as defined in Regulation S under the US 
                                                            Securities Act 
 "US Securities Act"                                        the US Securities Act of 1933, as amended, and the rules 
                                                            and regulations promulgated thereunder 
 "Voting Record Time"                                       6.00 p.m. on 19 November 2013 or if a Court Meeting is 
                                                            adjourned, 6.00 p.m. on the second 
                                                            day before the date of such adjourned meeting 
 "Warrants"                                                 has the meaning given to it in paragraph 9 of this 
                                                            Announcement 
 "Westhouse"                                                Westhouse Securities Limited, the financial adviser to the 
                                                            Independent Directors for the purposes 
                                                            of Rule 3 of the Takeover Code 
 "Wider Alpha Group"                                        Alpha, its subsidiary undertakings, associated 
                                                            undertakings and any other undertakings in 
                                                            which that company and such undertakings (aggregating 
                                                            their interests) have a Substantial 
                                                            Interest 
 "Wider Northill Group"                                     Northill, its subsidiary undertakings, associated 
                                                            undertakings and any other undertakings 
                                                            in which that company and such undertakings (aggregating 
                                                            their interests) have a Substantial 
                                                            Interest

All times referred to are London time unless otherwise stated.

All references to "GBP", "pound", "pence", "GBP" and "p" are to the lawful currency of the United Kingdom.

All references to "US dollar", "US$" or "$" are to the lawful currency of the United States.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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