REG - Alpha Group Intl PLC - New Share Schemes

Alpha InternationalAnnouncement

26/04/2024 11:00

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RNS Number : 2271M  Alpha Group International PLC  26 April 2024

26 April 2024

Alpha Group International plc

 

("Alpha" or the "Company")

 

New Share Schemes

 

Alpha Group International plc (AIM: ALPH), a high-tech, high-touch provider of
financial solutions, dedicated to corporates and institutions operating
internationally, today wishes to provide an update with regard to changes to
the Group's Employee Share Schemes.

 

J Share Growth Scheme

 

The Group will be adopting a growth share scheme, in addition to and on
similar terms to the existing F Share Growth Scheme under which 550 ordinary
shares ("J Shares") in Alpha FX Limited will be issued in total to certain
employees of the Group ("J Share Growth Scheme").

 

The J Shares contain a put option, allowing the holder to convert their J
shares into ordinary shares in Alpha. The J Shares allocated to each employee
will vest in five equal tranches, occurring annually, in respect of the
Financial Years for 2024, 2025, 2026, 2027 and 2028, subject to the Group
achieving the target growth rates for that year. The relevant target growth
rates are as follows:- Group revenue growth of 20% in Financial Year 2024, 20%
in Financial Year 2025, 20% in Financial Year 2026, 15% in Financial Year 2027
and 15% in Financial Year 2028. Once vested the employee has the right to
exercise their put option to convert their J shares into ordinary shares of
Alpha. The number of ordinary shares of Alpha issued to the employees is
calculated by dividing the value of the employee's holding of J shares by the
average of the closing price of Alpha over 60 days prior to the date of
vesting.  The value of each of the employee's J shares on vesting is
calculated with reference to the gain in market capitalisation of Alpha
between the allotment date (£761 million) and the vesting date (based on an
average of the closing price of Alpha over 60 days prior to the date of
vesting, subject to a cap of £1,694 million) divided by the number of
relevant Alpha FX Limited shares in issue at the date of vesting.

 

L Share Growth Scheme

 

The Group will be adopting a new growth share scheme, under which 820 ordinary
shares ("L Shares") in Alpha FX Limited will be issued in total to certain
employees of the Group ("L Share Growth Scheme"). The L Share Growth Scheme
will replace the existing G Growth Share Scheme and H Share Growth Scheme
launched in 2022 and ensures that employees within the UK Corporate division
are part of a single unified scheme.

 

The L Shares contain a put option, allowing the holder to convert their L
shares  into ordinary shares in Alpha. The L Shares allocated to each
employee will vest in five equal tranches, occurring annually, in respect of
the Financial Years for 2024, 2025, 2026, 2027 and 2028, subject to the London
Corporate division (and the corporate division in Spain) achieving the target
growth rates for that year. The relevant target growth rates are as follows:-
London Corporate division (and the corporate division in Spain) revenue growth
of 15% in Financial Year 2024, 15% in Financial Year 2025, 15% in Financial
Year 2026, 10% in Financial Year 2027 and 10% in Financial Year 2028. Once
vested the employee has the right to exercise their put option to convert
their L shares into ordinary shares of Alpha. The number of ordinary shares of
Alpha issued to the employees is calculated by dividing the value of the
employee's holding of L shares by the average of the closing price of Alpha
over 60 days prior to the date of vesting.  The value of each of the
employee's L shares on vesting is calculated with reference to the gain in
market capitalisation of Alpha between the allotment date (£761 million) and
the vesting date (based on an average of the closing price of Alpha over 60
days prior to the date of vesting, subject to a cap of £1,694 million)
divided by the number of relevant Alpha FX Limited shares in issue at the date
of vesting.

 

Fund Finance Share Scheme

Following the launch of the Fund Finance division in 2023, the Group is
putting in place an employee share ownership scheme for certain individuals
(the "Fund Finance Participants"). A new class of shares ("K Shares") in Alpha
FX Limited is being created, with 75% owned by the Group and 25% owned by the
remaining Fund Finance Participants. The value of the K Shares will be linked
to the performance of the Fund Finance division. From March 2026, the Fund
Finance Participants will have the option to convert 25% of their holding of K
Shares into ordinary shares in the Company each year for four years (with the
final option being exercisable in March 2029). The value of the shares upon
conversion is based on an 8x multiple of the operation's annual profit after
tax, and therefore is designed to be accretive on an EPS basis for our Group
shareholders as long as Alpha's valuation stays in excess of an 8x multiple of
earnings and Group earnings continue to grow sufficiently.

Italy Share Scheme

In order to incentivise the key personnel within the Italian Branch of Alpha
FX Europe Limited, the Group is putting in place an employee share ownership
scheme for certain individuals (the "Italy Branch Participants"). A new class
of shares ("Class A Shares") in Alpha FX Europe Limited is being created, with
82.5% owned by the Group and 17.5% owned by the remaining Italy Branch
Participants. The value of the Class A Shares will be linked to the
performance of the Italian Branch of Alpha FX Europe Limited. From March 2026,
the Italy Branch Participants will have the option to convert 25% of their
holding of Class A Shares into ordinary shares of the Company each year for
four years (with the final option being exercisable in March 2029).  The
value of the shares upon conversion is based on an 8x multiple of the
operation's annual profit after tax, and therefore is designed to be accretive
on an EPS basis for our Group shareholders as long as Alpha's valuation stays
in excess of an 8x multiple of earnings and Group earnings continue to grow
sufficiently.

Netherlands and Germany Option Scheme

 

In order to incentivise the key personnel within the German Branch of Alpha FX
Europe Limited and within Alpha FX Netherlands Limited, the Group is putting
in place two new employee option schemes for certain individuals. The option
schemes are being launched under the terms of Alpha's new Group Incentive Plan
that has been put in place as part of the move to the Main Market. The options
are being granted over shares in Alpha and the number of options awarded are
linked to the performance of the German Branch of Alpha FX Europe Limited and
Alpha FX Netherlands Limited, respectively. The German option scheme will
entitle holders to exercise 25% of their options into ordinary shares in the
Company from March 2027 each year for four years (with the final option being
exercisable in March 2030). The Netherlands option scheme will entitle holders
to exercise 25% of their options into ordinary shares in the Company from
March 2026 each year for four years (with the final option being exercisable
in March 2029).

 

Alpha confirms that no shares or options have been granted to any executive
director in connection with the above schemes.

 

Alpha further confirms that in order to maintain good corporate governance, it
will include the shares issued in connection with the above share and option
schemes when assessing its share plan dilution limit post admission to the
Main Market.

 

135 of the L Shares are being issued to Alex Howorth, who is a PDMR of the
Company, and therefore the relevant regulatory disclosure has been made in the
table below.

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Alex Howorth

 2    Reason for the notification

 a)   Position/status                                              Group Managing Director, FX Risk Management

 b)   Initial notification /Amendment                              Initial

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Alpha Group International plc

 b)   LEI                                                          213800RESM1FPUXY6K31

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted

 a)   Description of the financial instrument, type of instrument  L ordinary shares in Alpha FX Limited, which may be convertible into ordinary

                                                                 shares in Alpha Group International plc

      Identification code                                          ISIN: GB00BF1TM596

 b)   Nature of the transaction                                    Issue of L Shares

 c)   Price(s) and volume(s)

                                                                                         Price(s)              Volume(s)
                                                                                         N/A                   135 L Shares

 d)   Aggregated information                                       N/A

      - Aggregated volume

      - Price

 e)   Date of the transaction                                      26 April 2024

 f)   Place of the transaction                                     Off market

 

 

Enquiries:

 

 Alpha Group International plc                  Via Alma

 Morgan Tillbrook, Founder and CEO

 Tim Powell, CFO

 Liberum (Nominated Adviser and Joint Broker)   +44 (0) 20 3100 2000

 Max Jones

 Ben Cryer

 Anake Singh

 Peel Hunt (Joint Broker)                       +44 (0) 20 7418 8900

 Neil Patel

 Paul Gillam

 Kate Bannatyne

 Alma Strategic Communications                  +44 (0) 20 3405 0205

 (Financial Public Relations)

 Josh Royston

 Andy Bryant

 Kieran Breheny

 

 

Notes to editors

Alpha is a high-tech, high-touch provider of enhanced financial solutions
dedicated to corporates and institutions globally. Working with clients across
50+ countries, we blend intelligent human capabilities with new technologies
to provide clients with an enhanced alternative to their bank, with solutions
covering: FX risk management, global accounts mass payments, fund finance and
bank management.

 

Key to our success is our team - over 400 people based across seven global
offices, brought together by a high-performance culture and a partnership
structure that empowers them to act as owners of our business.

 

Whilst we are an established business listed on the London Stock Exchange, we
remain relentlessly focused on maintaining the same level of operational
agility and client focus we had when we first started in 2009. This dynamic,
combined with the passion of our people, have enabled us to make a substantial
and enduring difference to our clients, and deliver a growth story to match.

 

 

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