RCS - Alpha Growth PLC - Notice of GM

Alpha GrowthAnnouncement

17/07/2025 08:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250717:nRSQ3645Ra&default-theme=true

RNS Number : 3645R  Alpha Growth PLC  17 July 2025

17 July 2025

 

Alpha Growth plc

("Alpha" or the "Company")

Notice of General Meeting of the Company

 

Alpha Growth plc, (www.algwplc.com (http://www.algwplc.com) ) a leading global
financial services specialist in the multi-billion dollar market of longevity
assets and insurance linked asset and wealth management has published a Notice
of General Meeting ('GM') which has been sent to  shareholders, along with a
form of proxy, to be held at the offices of Charles Russell Speechlys LLP, 5
Fleet Place, London EC4M 7RD  on 1 August 2025 at 10.00 a.m.

 

If you have not received your notice of GM and proxy form, please contact Mark
Treharne at ir@algwplc.com (mailto:ir@algwplc.com) .

 

For your vote to be valid, the proxy form must be completed, signed and
returned, in accordance with the instructions thereon, to Neil Warrender,
Company Secretary at  Alpha Growth plc, The Clubhouse, 8 St James's Square,
London, United Kingdom, SW1Y 4JU or by e-mail to nw@lprc.co.uk
(mailto:nw@lprc.co.uk)  as soon as possible and no later than 10.00 a.m. on
30 July 2025.  If you do not complete and return a valid form of proxy,
no-one else may vote on your behalf.

 

A copy of the letter from the Executive Chairman as set out in the notice of
GM follows this announcement.

 

 UK Investor Relations - Mark Treharne  ir@algwplc.com (mailto:ir@algwplc.com)

 

About Alpha Growth plc

 

Specialist in Life Insurance, Esoteric and Longevity Assets

 

Alpha Growth plc is a financial advisory business providing specialist
consultancy, advisory, and supplementary services to institutional and
qualified investors globally in the multi-billion dollar market of longevity
assets and insurance linked asset and wealth management. Building on its
well-established network, the Alpha Growth group has a unique position in the
insurance and asset services and investment business with global reach.

 

 

***END**

 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

 

If you are in any doubt as to the contents of this document and/or the action
you should take, you should immediately obtain your own advice from your
stockbroker, bank manager, solicitor, accountant or other professional adviser
authorised under the Financial Services and Markets Act 2000, if you are in
the United Kingdom, or, if not, another appropriately authorised professional
adviser.

 

If you have sold or otherwise transferred (or will sell or transfer) all of
your shares in Alpha Growth plc (the "Company") prior to the Company's General
Meeting ("GM"), please pass this document together with the accompanying
documents to the purchaser or transferee, or to the person who arranged the
sale or transfer so they can pass these documents to the person who now holds
the shares.

 

__________________________________________________________________

 

ALPHA GROWTH PLC

 

(Incorporated and registered in England and Wales with Registered No:
09734404)

 

Notice of General Meeting

and

Letter from the Chairman

_________________________________________________________

 

Notice of General Meeting of the Company, to be held at the offices of Charles
Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD on 1 August 2025 at
10.00 a.m. is set out on page 6 of this document.

__________________________________________________________________

 

A form of proxy for use in connection with the GM is enclosed and, to be
valid, must be completed, signed and returned, in accordance with the
instructions thereon, to Neil Warrender, Company Secretary at  Alpha Growth
plc, The Clubhouse, 8 St James's Square, London, United Kingdom, SW1Y 4JU or
by e-mail to nw@lprc.co.uk as soon as possible and no later than 10.00 a.m. on
30 July 2025.  If you do not complete and return a valid form of proxy,
no-one else may vote on your behalf. For full details of the procedure for
appointing a proxy, please see the notes to the Notice of GM and the form of
proxy.

 

__________________________________________________________________

LETTER FROM THE CHAIRMAN OF ALPHA GROWTH PLC

__________________________________________________________________

 ALPHA GROWTH PLC

(Incorporated and registered in England and Wales with registered number
097344404)

Directors
Registered Office

Gobind Sahney (Executive
Chairman)
35 Berkeley Square

Jason Sutherland (Executive
Director)
London

Neil Warrender (Executive
Director)
W1J 5BF

Lynne Martel (Non-executive Director)

15 July 2025

Dear Shareholder,

General Meeting of Alpha Growth plc (the "Company")

1. Introduction

I am pleased to be writing to you with details of a General Meeting ("GM")
which we are holding at the offices of Charles Russell Speechlys LLP, 5 Fleet
Place, London EC4M 7RD on 1 August 2025 at 10.00 a.m.  The formal notice of
the GM is set out on page 6 of this document.

 

The purpose of this letter is to provide shareholders of the Company with
details of the background to, and reasons for, the resolutions to be proposed
at the GM (the "Resolutions"), to explain why the Directors believe that the
passing of the Resolutions is in the best interests of the Company and the
shareholders of the Company as a whole and to recommend that shareholders of
the Company vote in favour of the Resolutions.

If you would like to vote on the Resolutions but cannot attend the GM, please
complete the form of proxy enclosed with this document and return it as soon
as possible to the Company Secretary, Neil Warrender at Alpha Growth plc, The
Clubhouse, 8 St James's Square, London, United Kingdom, SW1Y 4JU or by e-mail
to nw@lprc.co.uk  and in any event by 10.00 a.m. on 30 July 2025.

 

Reasons for calling the GM

 

As stated in the Company's announcement of 17 March 2025, noting the intention
to cancel the listing of the Company's shares (which subsequently occurred on
15 April 2025), the Company's growth plans include material M&A
transactions.

 

The first of these transactions offers the potential for the Company to
significantly grow its business by acquiring the holding company of a group of
businesses involved in claims management in the United States (the
"Target").  The Target was independently valued at between $192 million and
$227 million in early 2025 by a respected firm of accountants, which is more
than ten times the highest market capitalisation achieved by the Company
whilst listed. Combining the two businesses will potentially allow the Company
to relist its shares at a market capitalisation of sufficient size to attract
institutional investors, whilst at the same time there are potential
opportunities to grow the two businesses organically as a result of a number
of synergies amongst the combined group.

 

The Company has been afforded this exciting opportunity, in large part,
because of a longstanding business relationship between the Company's
management team and the Target's management team. The vendors of the Target
("Vendors") are interested in working with the Company's management team and
have agreed to receive Ordinary Shares ("Consideration Shares") together with
warrants exercisable over a seven-year period at an exercise price of 65p
(after the share consolidation referred to below) ("Consideration Warrants")
in the Company in exchange for their interests in the Target.

 

The Target reported audited profits in 2023 of over $9 million and
unrestricted cash reserves of nearly $12 million, with its unaudited results
for 2024 indicating an increase in both metrics. It is expected that one of
the Vendors will join the Company's board as an executive director, which will
significantly strengthen the team.

 

Further detail will be provided to shareholders on the acquisition of the
Target in due course.

 

The Consideration Shares will, when issued, represent c.80%. of the Company's
issued ordinary shares capital (presuming no other ordinary shares are issued
in the period from the date of this circular to the date of the issue of the
Consideration Shares).  The Consideration Warrants will represent 5% of the
Company's issued ordinary share capital as enlarged by the issue of the
Consideration Shares (presuming no further issues of ordinary shares).

 

In order to allot the Consideration Shares and issue the Consideration
Warrants to the Vendors, the Directors require shareholder approval. In
addition, the Directors are seeking approval to consolidate every ten 0.1p
Ordinary Shares into one 1p Ordinary Share with a view to improving the
marketability of the shares on a relisting.

 

Takeover Code and Rule 9 Waiver (further details are provided in Annex 1)

 

Ordinarily, a transaction by a public company (even if not listed) involving
an issue of shares which will result in a group of persons (such as the
Vendors) obtaining voting rights in the Company which takes such persons to
30% or more of the voting rights in that company will result in the
requirement for a mandatory offer under the Takeover Code to be made by such
persons for all of the shares in the company held by other shareholders.  As
noted above, the issue of the Consideration Shares will result in the Vendor
obtaining voting rights in excess of 30% in the Company.

 

Under the Takeover Code, there is a process known as a "Rule 9 Waiver",
whereby if independent shareholders unconnected to the parties being issued
the shares which would give rise to a mandatory offer approve the transaction
in general meeting, the Takeover Panel will waive the requirement for a
mandatory offer to be made.   The approval of the Rule 9 Waiver is usually
undertaken at a general meeting.

 

However, as the Company has been able to obtain the written approval to the
issue of the Consideration Shares and the Consideration Warrants and the
resulting dilution for such issue from 9 of its largest shareholders (see
Annex 3), representing, in aggregate, 53% of the voting rights in the Company,
the Takeover Panel have agreed that there is no requirement for the Company to
put a resolution to all shareholders at the GM and have accordingly granted a
Rule 9 Waiver in respect of the issue of the Consideration Shares and the
Consideration Warrants.

 

Business to be transacted at the GM

Details of the Resolutions which are to be proposed at the GM are set out
below. Resolutions 1 to 3 are to be proposed as ordinary resolutions and
resolutions 4 and 5 are to be proposed as special resolutions.

Ordinary Resolution 1: Share consolidation

Shareholders will be asked to approve the consolidation of every ten existing
Ordinary Shares of 0.1p each into one Ordinary Share of 1p (the
"Consolidation").  The Consolidation will result in the current number of
467,775,068 Ordinary Shares of 0.1p each in issue being reduced to
c.46,777,506 ordinary shares of 1p each.

Presuming that the Consolidation is approved, the Directors will implement the
Consolidation ahead of the Company's acquisition of the Target, likely before
the end of August 2025, and will notify shareholders when it has been
completed.  This will include detail of when CREST accounts will be credited
in respect of new Ordinary Shares of 1p each and share certificates for new
Ordinary Shares of 1p each will be despatched to holders of certificated
shares, as well as the new ISIN for the consolidated Ordinary Shares,

No Shareholder will be entitled to a fraction of an Ordinary Share in the
Consolidation. Instead, their entitlement will be rounded down to the nearest
whole number of Ordinary Shares. If a Shareholder holds fewer than 10 Ordinary
Shares following the Consolidation, then they will cease to hold any Ordinary
Shares in the capital of the Company.

 

Ordinary Resolution 2: Authority to allot equity securities in relation to
acquisition of the Target

Shareholders will be asked to give the directors powers to allot up to
188,000,000 Ordinary Shares of 1p each (following the Consolidation) together
with up to 80,000,000 Consideration Warrants to the Vendors in exchange for
100% of the Target. The number of Ordinary Shares and warrants to be issued to
the Vendors remains in negotiation, and the directors are seeking to obtain
authority to issue such of Ordinary Shares and Consideration Warrants that
they are unlikely to have to ask shareholders to increase that number later
on. If the maximum number of Ordinary Shares subject to resolution 2 are
issued, this will represent c.85% of the issued Ordinary Share capital of the
Company as at the date of this notice.

Ordinary Resolution 3: General Authority to allot equity

Shareholders will be asked to give the directors powers to allot securities in
an amount of up to 1/3rd of the enlarged issued share capital. This authority
will expire on 30 June 2026 or the Company's next AGM, whichever is the
earlier.

Special Resolution 4: Waiver of pre-emption rights in relation to acquisition
of the Target

Shareholders will be asked to waive pre-emption rights in respect of the issue
of the Consideration Shares and the Consideration Warrants.

Special Resolution 5: General authority to waive pre-emption rights

The Shareholders will be asked to waive pre-emption rights relating to the
general authority to allot equity under Ordinary Resolution 3 above.  This
authority will expire on 30 June 2026 or the Company's next AGM, whichever is
the earlier.

2. Action to be taken

You are entitled to appoint one or more proxies to attend and vote at the GM
on your behalf. You will find enclosed with this document a form of proxy for
use in connection with the GM. Whether or not you propose to attend the GM in
person, you are requested to complete and return the form of proxy to the
Company Secretary, Neil Warrender at  Alpha Growth plc, The Clubhouse, 8 St
James's Square, London, United Kingdom, SW1Y 4JU or by e-mail to nw@lprc.co.uk
 by 10.00 a.m. on 30 July 2025.  The return of a form of proxy, will not
stop you from attending the GM and voting in person should you so wish.

3. Recommendation

The Directors consider that all of the Resolutions to be proposed at the GM
are in the best interests of the Company and its shareholders as a whole.
Accordingly, the Directors unanimously recommend that Shareholders vote in
favour of all of the Resolutions, as the Directors intend to do in respect of
their own beneficial holdings of shares in the Company representing
approximately 4.5% of the Ordinary Shares.

 

Shareholders should be aware that both the two Directors with shareholdings in
the Company, Gobind Sahney and Jason Sutherland, who have an aggregate
beneficial holding of shares in the Company representing approximately 5.3% of
the Ordinary Shares in issue have each provided written confirmation that they
would approve the Rule 9 Waiver if a resolution to approve the Rule 9 Waiver
if it were put to Independent Shareholders at a General Meeting

 

4. Next Steps

 

The Directors have appointed Gobind Sahney and Jason Sutherland as a committee
of the board to negotiate and finalise a sale and purchase agreement in
respect of the Target. The terms of the acquisition have been agreed in
principle.

 

Shareholders will be kept up to date as to progress on the acquisition of the
Target, and the Consolidation.

 

Yours faithfully

 

 

Gobind Sahney

Executive Chairman

This information is provided by Reach, the non-regulatory press release distribution service of RNS, part of the London Stock Exchange. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  NRAEASXKFSDSEFA