REG - Alpha Group Intl PLC - Result of AGM

Alpha InternationalAnnouncement

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RNS Number : 8532I  Alpha Group International PLC  15 May 2025

 

Alpha Group International plc (the "Company")

 

Results of Annual General Meeting

 

The Annual General Meeting (the "Meeting") of the Company was held on Thursday
15 May 2025 at 9.30am (London time).

 

The results of the voting by way of a poll on the ordinary and special
resolutions put to the Meeting, and set out in the Notice of the Meeting (the
"AGM Notice") dated 17 April 2025, were as follows:

 

 No    RESOLUTION                                                                       VOTES       %       VOTES      %     TOTAL VOTES(3)  % of ISC VOTED  VOTES

FOR(2)
AGAINST
WITHHELD(4)
 1     To receive the Directors' report and the accounts for the Company for the year   34,191,015  100.00  95         0.00  34,191,110      80.69           42,429
       ended 31 December 2024
 2     To approve the Directors' Remuneration Policy                                    33,866,468  98.93   365,383    1.07  34,231,851      80.79           1,688
 3     To approve the Directors' Remuneration Report                                    32,865,296  96.96   1,031,453  3.04  33,896,749      80.00           336,790
 4     To increase the limit on the aggregate sum that may be paid as Non-Executive     28,301,086  99.68   91,101     0.32  28,392,187      67.01           7,758
       Directors' fees
 5     To declare a final dividend of 14.0 pence per share                              34,220,625  99.96   12,494     0.04  34,233,119      80.79           420
 6     To elect Dame Jayne-Anne Gadhia as a Director                                    31,717,277  92.65   2,515,520  7.35  34,232,797      80.79           741
 7     To elect Nicole Coll as a Director                                               34,224,718  99.98   8,080      0.02  34,232,798      80.79           741
 8     To re-elect Timothy Butters as a Director                                        33,937,395  99.14   295,403    0.86  34,232,798      80.79           741
 9     To re-elect  Vijay Thakrar as a Director                                         32,677,300  95.46   1,555,498  4.54  34,232,798      80.79           741
 10    To re-elect Timothy Powell as a Director                                         33,925,195  99.10   307,603    0.90  34,232,798      80.79           741
 11    To re-elect Clive Kahn as a Director                                             34,074,660  99.54   158,138    0.46  34,232,798      80.79           741
 12    To re-appoint BDO LLP as auditors of the Company                                 33,985,648  99.28   247,161    0.72  34,232,809      80.79           730
 13    To authorise the Directors to determine the auditors' remuneration               34,026,874  99.40   205,935    0.60  34,232,809      80.79           730
 14    To authorise the Company to make political donations or incur political          34,164,341  99.80   68,735     0.20  34,233,076      80.79           463
       expenditure
 15    To authorise the Directors to allot shares                                       32,841,858  95.94   1,391,119  4.06  34,232,977      80.79           561
 16    To authorise the Directors to disapply statutory pre-emption rights in respect   33,735,600  98.55   497,366    1.45  34,232,966      80.79           572
       of 10% of the Company's issued share capital
 17    To authorise the Directors to disapply statutory pre-emption rights in respect   32,464,242  94.83   1,768,724  5.17  34,232,966      80.79           572
       of an additional 10% of the Company's issued share capital
 18    To authorise the Company to buy back shares                                      34,192,650  100.00  932        0.00  34,193,582      80.70           39,957
 19    To authorise the Directors to call a general meeting other than an annual        32,767,946  95.72   1,465,173  4.28  34,233,119      80.79           420
       general meeting on not less than 14 clear days' notice
 20    To authorise the regularisation of certain procedural requirements in            28,390,349  100.00  932        0.00  28,391,281      67.00           8,664
       connection with the Relevant Distributions (as described in the AGM Notice)(1)

 

(1) For the full text of the resolution, see the AGM Notice available on the
Company's website.

(2) The "For" votes include those giving the Chair discretion.

(3) In relation to Resolution 4, the votes of directors or former directors
who held office at the time when decisions to approve payments to
Non-Executive Directors in excess of the limit in the Articles were approved
have been disregarded. In relation to Resolution 20, votes have not been cast
on a total of 5,221,448 shares held by current directors and former directors
(and their associates).

(4) A vote withheld is not a vote in law and is not counted in the calculation
of the percentage of shares voted "For" or "Against" the resolution.

 

Following the passing of Resolution 20, and as described in the AGM Notice
published by the Company on 17 April 2025, the Company has today entered into:

 

·    a deed of release in respect of its shareholders;

 

·    deeds of release in respect of the directors and former directors of
the Company; and

 

·    a buy-back deed between the Company and Panmure Liberum pursuant to
which the Company has today purchased 1,063,556 ordinary shares. These shares
will be held in treasury.

 

As set out in the AGM Notice, following a review of the position ahead of
publication of the Group's results it became apparent that despite there being
ample distributable reserves available in the Group, insufficient amounts had
been transferred to the Company to support the entirety of the share buyback
programmes commenced during 2024 (the "Buyback Programmes") and the 2024
interim dividend payment. On further investigation the Company has also
identified further issues in historic periods totalling £0.7 million,
concerning the interim dividends declared in 2017 and 2021 (together with the
2024 interim dividend, the "Relevant Dividends"). As a result £25.3 million
of the total distribution (comprising c.£22.8m million of share buybacks made
between 7 February 2024 and 17 March 2025 (the "Relevant Share Buybacks") and
c.£2.5 million related to the Relevant Dividends was made otherwise than in
accordance with the Companies Act 2006 (the "Act").

 

The deeds of release approved at the AGM today release the shareholders who
received the Relevant Dividends and the directors of the Company at the time
the Relevant Share Buybacks and the Relevant Dividends (together, the
"Relevant Distributions") were made from any claims that the Company may have
had against them.

 

The entry by the Company into a deed of release in respect of the claims it
may have against persons who were directors in connection with the Relevant
Distributions constitutes a related party transaction (the "Related Party
Transaction") pursuant to UK Listing Rules 8.1.7R and 8.2.1R because each of
the current directors of the Company (Tim Butters, Nicole Coll, Dame
Jayne-Anne Gadhia, Clive Kahn, Tim Powell and Vijay Thakrar) and the former
director of the Company (Morgan Tillbrook) who were in office at the time any
of the Relevant Distributions were made (together the "Directors") are related
parties for the purposes of the UK Listing Rules.

 

In the opinion of the Board, which has been so advised by Panmure Liberum
acting as Sponsor, the Related Party Transaction is fair and reasonable as far
as Shareholders are concerned.

 

Full details of the poll results will also be available on the Company's
website www.alphagroup.com/investors (http://www.alphagroup.com/investors)
 shortly.

 

Copies of resolutions passed at the Meeting concerning items other than
ordinary business will shortly be available for inspection on the FCA National
Storage Mechanism which can be accessed at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

Enquiries:

 Alpha Group International plc   Via Alma

 Clive Kahn, CEO

 Tim Powell, CFO

 Panmure Liberum (Joint Broker)  +44 (0) 20 3100 2000

 Max Jones

 James Sinclair-Ford

 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

 

 

 

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