REG - Alpha Group Intl PLC - Scheme of Arrangement Becomes Effective

Alpha InternationalAnnouncement

31/10/2025 12:30

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251031:nRSe7348Fa&default-theme=true

RNS Number : 7348F  Alpha Group International PLC  31 October 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM ANY RESTRICTED
JURISDICTION OR WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF ANY SUCH JURISDICTION

FOR IMMEDIATE RELEASE
31 October 2025

Recommended Cash Acquisition

of

ALPHA GROUP INTERNATIONAL PLC

by

CORPAY, INC.

 

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

On 23 July 2025, the boards of Alpha Group International plc (Alpha) and
Corpay, Inc. (Corpay) jointly announced that they had reached agreement on the
terms of a recommended acquisition, pursuant to which Corpay would acquire the
entire issued and to be issued ordinary share capital of Alpha (the
Acquisition), to be effected by means of a Court approved scheme of
arrangement under Part 26 of the Companies Act 2006 (the Scheme).

On 28 October 2025, Alpha announced that the Court had sanctioned the Scheme
to effect the Acquisition of Alpha by Corpay.

Alpha is pleased to announce that the Scheme has now become effective.

Under the terms of the Scheme, holders of Alpha Shares are entitled to receive
4,250 pence for each Alpha Share held at the Scheme Record Time (6.00 p.m. on
29 October 2025). The latest date for the despatch of cheques to Scheme
Shareholders and settlement through CREST is 14 November 2025.

Dealings in Alpha Shares were suspended with effect from 6.00 p.m. on 29
October 2025. Applications have been made to the UK Listing Authority and the
London Stock Exchange in relation to the delisting of Alpha Shares from the
Official List and cancellation of the admission to trading of Alpha Shares on
the main market of the London Stock Exchange, which are each expected to take
place at 8.00 a.m. on 3 November 2025.

Terms defined in the Scheme Document dated 11 August 2025 have the same
meanings in this announcement.

Enquiries:

 Corpay                                                             via Oppenheimer
 Jim Eglseder (Investor Relations)

 Chad Corley (Media Relations)
 Oppenheimer Europe (Financial Adviser to Corpay)                   +44 20 7220 1900
 Ernest Bell

 Richard Clarke

 Lucia Sviatkova
 Alpha                                                              via Peel Hunt
 Clive Kahn, CEO

 Tim Powell, CFO
 Centerview (Joint Financial Adviser to Alpha)                      +44 20 7409 9700
 Tadhg Flood

 Hadleigh Beals
 Peel Hunt (Joint Financial Adviser and Corporate Broker to Alpha)  +44 20 7418 8900
 Neil Patel

 Benjamin Cryer
 Panmure Liberum (Corporate Broker to Alpha)                        +44 20 3100 2000
 Max Jones

 William King
 Alma Strategic Communications (Financial Public Relations)         +44 77 8090 1979
 Josh Royston

 Andy Bryant
 Jones Day is retained as legal adviser to Corpay. Freshfields LLP is retained
 as legal adviser to Alpha.

Important notices relating to financial advisers

Oppenheimer, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting as financial advisor to Corpay and no
one else in connection with the matters set out in this Announcement and will
not be responsible to anyone other than Corpay for providing the protections
afforded to clients of Oppenheimer nor for providing advice in relation to the
matters set out in this Announcement. Neither Oppenheimer nor any of its
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Oppenheimer in connection with
this Announcement, any statement contained herein or otherwise.

Centerview, which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively as financial adviser to
Alpha and no one else in connection with the Acquisition and/or any other
matter referred to in this Announcement and will not be responsible to anyone
other than Alpha for providing the protections afforded to its clients or for
providing advice in relation to the Acquisition, the contents of this
Announcement, or any other matter referred to in this Announcement. Neither
Centerview nor any of its affiliates, nor any of Centerview's and such
affiliates' respective members, directors, officers, controlling persons or
employees owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, consequential, whether in contract, in tort,
under statute or otherwise) to any person who is not a client of Centerview in
connection with this Announcement, any statement contained herein or
otherwise.

Peel Hunt, which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively as financial adviser
and corporate broker to Alpha and for no one else in connection with the
Acquisition and/or any other matter referred to in this Announcement and will
not be responsible to anyone other than Alpha for providing the protections
afforded to its clients or for providing advice in relation to the
Acquisition, the contents of this Announcement, or any other matter referred
to in this Announcement. Neither Peel Hunt nor any of its affiliates, nor any
of Peel Hunt's and such affiliates' respective members, directors, officers,
controlling persons or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, consequential, whether
in contract, in tort, under statute or otherwise) to any person who is not a
client of Peel Hunt in connection with this Announcement, any statement
contained herein or otherwise.

Panmure Liberum, which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively as corporate broker to
Alpha and for no one else in connection with the Acquisition and/or any other
matter referred to in this Announcement and will not be responsible to anyone
other than Alpha for providing the protections afforded to its clients or for
providing advice in relation to the Acquisition, the contents of this
Announcement, or any other matter referred to in this Announcement. Neither
Panmure Liberum nor any of its affiliates, nor any of Panmure Liberum's and
such affiliates' respective members, directors, officers, controlling persons
or employees owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, consequential, whether in contract, in tort,
under statute or otherwise) to any person who is not a client of Panmure
Liberum in connection with this Announcement, any statement contained herein
or otherwise.

Further information

This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy any securities,
or the solicitation of any vote or approval in any jurisdiction, pursuant to
the Acquisition or otherwise, nor shall there be any sale, issuance or
transfer of securities of Alpha in any jurisdiction in contravention of
applicable law. The Acquisition will be made solely by means of the Scheme
Document (or if the Acquisition is implemented by way of a Takeover Offer, the
offer document) which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the Acquisition.
Any vote or decision in respect of the Scheme (or the Takeover Offer, if
applicable) or other response in relation to the Acquisition should be made
only on the basis of the information contained in the Scheme Document (or, if
applicable, the offer document).

This Announcement does not constitute a prospectus or prospectus equivalent
document. The statements contained in this Announcement are not to be
construed as legal, business, financial or tax advice.

Overseas Shareholders

The release, publication or distribution of this Announcement in or into
jurisdictions other than the United Kingdom and the United States may be
restricted by law and/or regulations. Persons who are not resident in the
United Kingdom or the United States or who are subject to the laws and
regulations of other jurisdictions should inform themselves of, and observe,
any applicable requirements.

Unless otherwise determined by Corpay or required by the Code, and permitted
by applicable law and regulation, the Acquisition will not be made available,
directly or indirectly, in, into or from any Restricted Jurisdiction where to
do so would violate the laws in that jurisdiction and no person may vote in
favour of the Acquisition by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Accordingly, copies
of this Announcement and all documents relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
Announcement and all documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send them in, into or from such jurisdictions where to do so
would violate the laws in those jurisdictions. If the Acquisition is
implemented by way of a Takeover Offer (unless otherwise permitted by
applicable law and regulation), such Takeover Offer may not be made available
directly or indirectly, in, into or from any Restricted Jurisdiction and the
Takeover Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction.

The availability of the Acquisition to Alpha Shareholders who are not resident
in the United Kingdom or the United States (and, in particular, their ability
to vote their Scheme Shares with respect to the Scheme at the Court Meeting,
or to appoint another person as proxy to vote at the Court Meeting on their
behalf) may be affected by the laws of the relevant jurisdictions in which
they are resident. Persons who are not resident in the United Kingdom or the
United States should inform themselves of, and observe, any applicable
requirements, as any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person. The Acquisition will be subject to the applicable
requirements of the Code, the Panel, the London Stock Exchange, the Financial
Conduct Authority and the Listing Rules.

Further details in relation to Overseas Shareholders are contained in the
Scheme Document.

Shareholders subject to Sanctions

If any Alpha Shares are Scheme Restricted Shares: (a) such Scheme Restricted
Shares will not form part of, and will not be transferred pursuant to, the
Acquisition and/or the Scheme; (b) no holder of such Scheme Restricted Shares
will receive any Cash Consideration; and (d) under the terms of the
Acquisition and the Scheme, with effect on and from the Effective Date, all
rights attaching to such Scheme Restricted Shares will cease to be
exercisable.

Please refer to the Scheme in Part IV (The Scheme of Arrangement) of the
Scheme Document for further details.

Additional information for US investors

The receipt of cash pursuant to the Acquisition by a US holder as
consideration for the transfer of its Scheme Shares pursuant to the Scheme
will likely be a taxable transaction for United States federal income tax
purposes and under applicable United States state and local, as well as
foreign and other, tax laws.

Each US Alpha Shareholder is urged to consult his or her independent
professional adviser immediately regarding the tax consequences of the
Acquisition applicable to him or her.

It may be difficult for US holders to enforce their rights and claims arising
out of the US federal securities laws, since Alpha is located in a country
other than the US, and all of its officers and directors are residents of
countries other than the US. US holders may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's judgement.

Electronic communications

Please be aware that addresses, electronic addresses and certain information
provided by Alpha Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Alpha may be provided
to Corpay during the Offer Period as requested under Section 4 of Appendix 4
of the Code to comply with Rule 2.11(c) of the Code.

Publication on website and availability of hard copies

A copy of this Announcement and the documents required to be published by Rule
26 of the Code will be made available subject to certain restrictions relating
to persons resident in Restricted Jurisdictions on Alpha's website at
www.alphagroup.com (http://www.alphagroup.com) and Corpay's website at
www.corpay.com (http://www.corpay.com) . For the avoidance of doubt, the
contents of these websites are not incorporated into and do not form part of
this Announcement.

Alpha Shareholders and persons with information rights may request a hard copy
of this Announcement by contacting Alma Strategic Communications between 9:30
a.m. and 5:00 p.m. (London time) Monday to Friday (public holidays excepted)
on +44 (0)77 8090 1979. Calls to this number are charged at national rates or,
in the case of calls from outside the UK, at the applicable international
rate. Calls from a mobile device may incur network extras. You may also
request that all future documents, announcements and information to be sent to
you in relation to the Acquisition should be in hard copy form. If you have
received this Announcement in electronic form, copies of this Announcement and
any document or information incorporated by reference into this Announcement
will not be provided unless such a request is made.

General

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are a resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

Neither the delivery of this Announcement nor holding the Meetings, the Court
Hearing, or filing the Court Order shall, under any circumstances, create any
implication that there has been no change in the affairs of the Alpha Group or
the Corpay Group since the date of this Announcement or that the information
in, or incorporated into, this Announcement is correct as at any time
subsequent to its date.

This Announcement has been prepared for the purpose of complying with English
law and the Code and the information disclosed may not be the same as that
which would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside the United Kingdom.

 

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  SOAEAAEFDASSFFA



            Copyright 2019 Regulatory News Service, all rights reserved