Alpha Fin. Markets - Response to press speculation
01/05/2024 10:45
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RNS Number : 8244M Alpha Fin Markets Consulting plc 01 May 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY
FIRM OFFER MIGHT BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
1 May 2024
Alpha Financial Markets Consulting plc
Response to press speculation
The Board of Alpha Financial Markets Consulting plc ("Alpha FMC" or the
"Group") notes the recent press speculation and confirms that it has received
a non-binding indicative proposal from Bridgepoint Advisers Limited
("Bridgepoint") regarding a possible cash offer for the entire issued and to
be issued ordinary share capital of Alpha FMC (the "Bridgepoint Proposal").
The Board also confirms that Cinven Limited ("Cinven") is considering a
possible offer for the entire issued and to be issued ordinary share capital
of Alpha FMC, although no indicative offer proposal has been received
currently.
The Bridgepoint Proposal is subject to a number of pre-conditions, including
the completion of due diligence.
There can be no certainty that any firm offer will be made for Alpha FMC, nor
as to the terms on which any firm offer might be made.
In accordance with Rule 2.6(a) of the Code, each of Bridgepoint and Cinven is
required, by no later than 5.00 p.m. (London time) on 29 May 2024, being 28
days after today's date, to either announce a firm intention to make an offer
for Alpha FMC in accordance with Rule 2.7 of the Code or announce that it does
not intend to make an offer, in which case the announcement will be treated as
a statement to which Rule 2.8 of the Code applies. This deadline can be
extended with the consent of the Takeover Panel in accordance with Rule 2.6(c)
of the Code.
Alpha FMC is now in an offer period. A further announcement will be made as
and when appropriate.
This announcement is being made without the consent of Bridgepoint and Cinven.
The person responsible for releasing this announcement on behalf of Alpha FMC
is Georgina Sharley, Group Company Secretary.
Enquiries:
Alpha FMC plc
Luc Baqué (Chief Executive Officer) +44 (0)20 7796 9300
John Paton (Chief Financial Officer)
Georgina Sharley (Group Company Secretary)
Investec Bank plc - Lead Financial Adviser, NOMAD and Joint Corporate Broker +44 (0)20 7597 4000
James Rudd, Patrick Robb (Corporate Broking and PLC Advisory)
Jonathan Arrowsmith, Edward Thomas (M&A Advisory)
Berenberg - Joint Financial Adviser and Joint Corporate Broker
Toby Flaux +44 (0)20 3207 7800
Miles Cox
James Thompson
Alix Mecklenburg-Solodkoff
Camarco - Financial PR +44 (0)20 3757 4980
Ed Gascoigne-Pees, Phoebe Pugh
+44 (0)20 7597 4000
+44 (0)20 3207 7800
Camarco - Financial PR
Ed Gascoigne-Pees, Phoebe Pugh
+44 (0)20 3757 4980
This information in this announcement is deemed by Alpha FMC to constitute
inside information as defined in Article 7 of the Market Abuse Regulation No.
596/2014 (as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended). On the publication of this announcement
via a Regulatory Information Service, this inside information is now
considered to be in the public domain.
Disclaimers
Investec, which is authorised by the Prudential Regulation Authority (the
"PRA") and regulated by the Financial Conduct Authority and PRA in the United
Kingdom, is acting exclusively as lead financial adviser to Alpha FMC and for
no one else in connection with the offer proposals and will not be responsible
to any person other than Alpha FMC for providing the protections afforded to
clients of Investec, nor for providing advice in relation to the offer
proposals, the content of this announcement or any matter referred to in this
announcement. Neither Investec 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 Investec in connection with
this announcement, any statement contained herein or otherwise.
Joh. Berenberg, Gossler & Co. KG ("Berenberg"), which is authorised and
regulated by the German Federal Financial Supervisory Authority ("BaFin") and
is authorised and regulated in the United Kingdom by the FCA, is acting as
financial adviser exclusively to Alpha FMC and no one else in connection with
the offer proposals and will not be responsible to any person other than Alpha
FMC for providing the protections afforded to clients of Berenberg, nor for
providing advice in relation to the offer proposals, the content of this
announcement or any matter referred to in this announcement. Neither Berenberg
nor any of its affiliates (nor their respective directors, officers,
employees or agents) 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 Berenberg in
connection with this announcement, any statement contained herein or
otherwise.
Rule 26.1 Disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) at www.alphafmc.com by no later than 12 noon (London
time) on the business day following the date of this announcement. The content
of the website referred to in this announcement is not incorporated into and
does not form part of this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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) of the Code applies must be made by no later than
3.30 pm (London time) on the 10th business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 pm (London time)
on the 10th 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 Code, any person who is, or becomes, interested in 1%
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 of the Code. A Dealing Disclosure
by a person to whom Rule 8.3(b) of the Code applies must be made by no later
than 3.30 pm (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 of the Code.
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 of the Code).
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 2.9 disclosure
In accordance with Rule 2.9 of the Code, as at the close of business on 30
April 2024 (being the business day prior to the date of this announcement),
Alpha FMC confirms that it had in issue 122,009,736 ordinary shares of 0.075
pence each with voting rights and admitted to trading on AIM under the ISIN
code GB00BF16C058.
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