REG - Alpha Group Intl PLC - Result of Secondary Placing of Ordinary Shares

Alpha InternationalAnnouncement

29/09/2023 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230929:nRSc0788Oa&default-theme=true

RNS Number : 0788O  Alpha Group International PLC  29 September 2023

Not for publication, distribution or release, directly or indirectly, in whole
or in part, in or into the United States, Australia, Canada, Japan or Republic
of South Africa or any other jurisdiction in which such release, publication
or distribution would be unlawful.

29 September 2023

 

 

Alpha Group International plc

("Alpha" or the "Group")

Result of secondary placing of Ordinary Shares in Alpha

Alpha Group International plc today announces that it has been notified by
Morgan Tillbrook (the "Selling Shareholder") that, further to the announcement
yesterday, he has successfully sold a total of 789,476 ordinary shares of
£0.002 in the Company ("Placing Shares") at a price of £19.00 per Placing
Share (the "Placing"). The Placing Shares in aggregate represent approximately
1.8 per cent. of the Company's issued share capital.

 

Morgan Tillbrook has agreed not to sell or otherwise dispose of any of his
holding of Ordinary Shares for 180 days, except with the prior written consent
of Liberum Capital Limited ("Liberum") and Peel Hunt LLP ("Peel Hunt")
(together, the "Joint Bookrunners") and the Company, followed by an orderly
market period of 180 days.

On completion of the Placing, and following the share transfer announced
yesterday, the Selling Shareholder will have 5,934,168 ordinary shares of
£0.002 in the Company representing 13.7 per cent. of the Company's issued
share capital.

The Placing was conducted by way of an accelerated bookbuild to institutional
investors by Liberum and Peel Hunt who acted as Joint Bookrunners.

The Company will not receive any proceeds from the Placing.

 

 

Enquiries:

 Alpha Group International plc                                    Via Alma PR

 Morgan Tillbrook, Founder and CEO

 Tim Powell, CFO
                                                                  +44 (0) 20 3100 2000

 Liberum (Nominated Adviser, Joint Broker and Joint Bookrunner)

 Max Jones

 Ben Cryer

 Kane Collings
                                                                  +44 (0) 20 7418 8900

 Peel Hunt (Joint Broker, and Joint Bookrunner)

 Neil Patel

 Paul Gillam

 Richard Chambers
                                                                  +44 (0) 20 3405 0205

 Alma PR (Financial Public Relations)

 Josh Royston

 Andy Bryant

 Kieran Breheny

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated

 a)  Name                                                         Morgan Tillbrook

 2   Reason for the notification

 a)  Position/status                                              Chief Executive Officer

 b)  Initial notification/ Amendment                              Initial notification

 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  Ordinary shares of £0.002 in Alpha Group International PLC

     Identification code

                                                                  ISIN: GB00BF1TM596
 b)  Nature of the transaction                                    Sale of Ordinary Shares

 c)  Price(s) and volume(s)

Price(s)  Volume(s)
                                                                  1900p     789,476

 

 d)  Aggregated information                                       N/A - single transaction

     Aggregated volume

      Price
 e)  Date of the transaction                                      28 September 2023

 f)  Place of the transaction                                     London Stock Exchange

 

 

 

d)

Aggregated information

Aggregated volume

 Price

N/A - single transaction

e)

Date of the transaction

 

28 September 2023

f)

Place of the transaction

 

London Stock Exchange

 

 

Market Abuse Regulation

This announcement is released by Alpha Group International plc and contains
inside information for the purposes of the Market Abuse Regulation (EU)
596/2014 ("MAR") and is disclosed in accordance with the Company's obligations
under Article 17 of MAR. The person who arranged for the release of this
announcement on behalf of Alpha Group International plc was Tim Powell, Chief
Financial Officer.

Important Notices

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY
ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E)
OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"); (2) IN THE UNITED
KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER")
OR FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER AND (II) ARE "QUALIFIED
INVESTORS" AS DEFINED IN SECTION 86 OF FSMA;  (3) TO PERSONS TO WHOM AN OFFER
OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE; AND (4) IN THE UNITED
STATES OR TO ANY US PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S
("REGULATION S") UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT")), TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT (ALL SUCH PERSONS REFERRED TO IN (1), (2), (3) AND
(4) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION
REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This announcement and the information contained herein is for information
purposes only and does not constitute or form part of any offer or an
invitation to acquire or dispose of securities in the United States,
Australia, Canada, Japan or South Africa or in any other jurisdiction in which
such an offer or invitation is unlawful ("Restricted Jurisdictions"). Neither
this announcement nor any copy of it may be taken, transmitted or distributed,
directly or indirectly, in or into or from any Restricted Jurisdiction. Any
failure to comply with this restriction may constitute a violation of
securities laws in the relevant Restricted Jurisdiction.

The Placing Shares are not being made available to the public and none of the
Placing Shares are being offered or sold in any jurisdiction where it would be
unlawful to do so. The Placing Shares have not been and will not be registered
under the relevant laws of any of the Restricted Jurisdictions or any state,
province or territory thereof and may not be offered, sold, resold, delivered
or distributed, directly or indirectly in or into any Restricted Jurisdiction
or to, or for the account or benefit of, any person with a registered address
in, or who is a resident of or ordinarily resident in, or a citizen of, any
Restricted Jurisdiction except pursuant to an applicable exemption.

The Placing Shares have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any state or other jurisdiction of the United States, and,
absent registration, may not be offered or sold in the United States or to, or
for the account or benefit of, US Persons (as defined in Regulation S under
the Securities Act) except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and the
securities laws of any relevant state or other jurisdiction of the United
States. There will be no public offering of the Placing Shares in the United
States or elsewhere.  Any offers and sales of the Placing Shares to US
persons (as such term is defined in Regulation S under the Securities Act)
will be made only to persons who are "qualified institutional buyers" as
defined in Rule 144A under the Securities Act.

The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this announcement. Any representation to the contrary is a criminal offence
in the United States.

No prospectus or offering document has been or will be prepared in connection
with the Placing. Any investment decision to buy securities in the Placing
must be made solely on the basis of publicly available information. Such
information is not the responsibility of and has not been independently
verified by the Company, the Selling Shareholder or Liberum or any of their
respective affiliates.

The distribution of this announcement and the offering or sale of the Placing
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company, the Selling Shareholder or the Joint Bookrunners or any
of their respective affiliates that would, or which is intended to, permit a
public offer of the Placing Shares in any jurisdiction or possession or
distribution of this announcement or any other offering or publicity material
relating to the Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this announcement comes are
required by the Company, the Selling Shareholder or the Joint Bookrunners to
inform themselves about and to observe any applicable restrictions.

Liberum which is authorised and regulated by the Financial Conduct Authority
in the United Kingdom, is acting only for the Selling Shareholder in
connection with the Placing and will not be responsible to anyone other than
the Selling Shareholder for providing the protections offered to the clients
of Liberum, nor for providing advice in relation to the Placing or any matters
referred to in this announcement.

Peel Hunt which is authorised and regulated by the Financial Conduct Authority
in the United Kingdom, is acting only for the Selling Shareholder in
connection with the Placing and will not be responsible to anyone other than
the Selling Shareholder for providing the protections offered to the clients
of Peel Hunt, nor for providing advice in relation to the Placing or any
matters referred to in this announcement.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. 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  ROIKZGZLRRFGFZM