REG - Alpha Group Intl PLC - Form 8 (OPD) (Alpha Group International PLC)

Alpha InternationalAnnouncement

16/05/2025 07:00

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RNS Number : 9192I  Alpha Group International PLC  16 May 2025

 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     Alpha Group International plc
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  Alpha Group International plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         15 May 2025

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:                                          Ordinary shares of 0.2p each

                                                                      Interests           Short positions

                                                                      Number    %         Number    %
 (1) Relevant securities owned and/or controlled:                     NIL       -         NIL       -
 (2) Cash-settled derivatives:                                        NIL       -         NIL       -

 (3) Stock-settled derivatives (including options) and agreements to  NIL       -         NIL       -
 purchase/sell:
                                                                      NIL       -         NIL       -

      TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   N/A
 Details, including nature of the rights concerned and relevant percentages:  N/A

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:

 (a) Interests held by the directors and founder of Alpha Group International
 plc, their close relatives, controlled companies and related trusts.

 Jayne-Anne Gadhia                     9,516      0.022

 Clive Kahn                            690,202    1.632

 Tim Butters (and his close relative)  51,685     0.122

 Tim Powell                            8,963      0.021
 Vijay Thakrar                         11,916     0.028

 Nicole Coll                           0          0
 Morgan Tillbrook                      5,076,898  12.001

 

 (b) Interests held as options or awards under the share plans of Alpha Group
 International plc and its subsidiaries by the directors of Alpha Group
 International plc and their close relatives and related trusts.

Name         Number and class of securities under option/award         Type of award/share plan                             Grant date        Exercise price  Expiry Date       Vesting date
 Tim Powell   105,101 ordinary shares in Alpha Group International plc  Nil-cost options, subject to performance conditions  11 February 2025  Nil             11 February 2035  11 February 2028
 Tim Butters  63,060 ordinary shares in Alpha Group International plc   Nil-cost options, subject to performance conditions  11 February 2025  Nil             11 February 2035  11 February 2028
 Tim Powell   35 F shares in Alpha FX Limited                           Alpha FX Limited growth share scheme                 1 December 2022   Nil             N/A               N/A. The shares may vest into Alpha Group International plc shares in March
                                                                                         2026 and March 2027, depending on certain performance criteria being met.

 Tim Butters  7 F shares in Alpha FX Limited                            Alpha FX Limited growth share scheme                 22 June 2022      Nil             N/A               N/A. The shares may vest into Alpha Group International plc shares in March
                                                                                         2026 and March 2027, depending on certain performance criteria being met.

 

 

(b) Interests held as options or awards under the share plans of Alpha Group
International plc and its subsidiaries by the directors of Alpha Group
International plc and their close relatives and related trusts.

 

 Name         Number and class of securities under option/award         Type of award/share plan                             Grant date        Exercise price  Expiry Date       Vesting date
 Tim Powell   105,101 ordinary shares in Alpha Group International plc  Nil-cost options, subject to performance conditions  11 February 2025  Nil             11 February 2035  11 February 2028
 Tim Butters  63,060 ordinary shares in Alpha Group International plc   Nil-cost options, subject to performance conditions  11 February 2025  Nil             11 February 2035  11 February 2028
 Tim Powell   35 F shares in Alpha FX Limited                           Alpha FX Limited growth share scheme                 1 December 2022   Nil             N/A               N/A. The shares may vest into Alpha Group International plc shares in March
                                                                                                                                                                                 2026 and March 2027, depending on certain performance criteria being met.

 Tim Butters  7 F shares in Alpha FX Limited                            Alpha FX Limited growth share scheme                 22 June 2022      Nil             N/A               N/A. The shares may vest into Alpha Group International plc shares in March
                                                                                                                                                                                 2026 and March 2027, depending on certain performance criteria being met.

 

 

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 On 10 September 2024, Alpha Group International plc announced that Morgan
 Tillbrook (former CEO and founder of Alpha Group International plc) made a
 personal commitment to Alpha Group International plc's board of directors to
 retain a shareholding of no less than 10% for at least three years to 10
 September 2027 and as a result is deemed to be acting in concert with Alpha
 Group International plc's board of directors.

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"

 None

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  NO
 Supplemental Form 8 (SBL)             NO

 

 

 Date of disclosure:  16 May 2025
 Contact name:        Tim Powell
 Telephone number:    07968441253

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

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