REG - Corpay Inc. Alpha Group Intl PLC - Rule 26 Disclosure

Alpha InternationalAnnouncement

15/08/2025 07:00

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RNS Number : 4296V  Corpay Inc.  15 August 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

15 August 2025

RECOMMENDED CASH ACQUISITION

of

ALPHA GROUP INTERNATIONAL PLC

("ALPHA")

By

CORPAY, INC.

("CORPAY")

to be effected by means of a Scheme of Arrangement under Part 26 of the
Companies Act 2006

RULE 26 DISCLOSURE

On 23 July 2025, the Alpha board and the Corpay board jointly announced that
they had reached agreement on the terms of a recommended cash acquisition,
pursuant to which Corpay would acquire the entire issued and to be issued
share capital of Alpha (the "Acquisition"). The Acquisition is to be effected
by means of a Court sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme"). The circular in relation to the Scheme (the
"Scheme Document") was released on 11 August 2025.

In accordance with Rule 26 of the City Code on Takeovers and Mergers (the
"Code"), Corpay is today announcing that its website has been updated to
include certain amended and supplemental financing documents, including:

i.        Assignment and Assumption, dated as of 11 August 2025, by and
among Bank of America, N.A. and Barclays Bank PLC, as assignors, and the
assignees party thereto and consented to and accepted by Corpay;

ii.       Amended and Restated Fee Letter, dated as of 11 August 2025,
by and among Corpay, as borrower, Bank of America, N.A., as administrative
agent, and the lenders party thereto;

iii.       Amended and Restated Fee Credit Letter, dated as of 11 August
2025, by and among Corpay, as borrower, Bank of America, N.A., as
administrative agent, and the lenders party thereto; and

iv.      Amended and Restated Engagement Letter, dated as of 11 August
2025, by and among Corpay, as borrower, Bank of America, N.A., as
administrative agent, and the investment banks party thereto (the documents in
items (i) - (iv), collectively, the "Amended and Restated Finance Documents").

Copies of the Amended and Restated Finance Documents are now available on
Corpay's website at www.corpay.com (http://www.corpay.com) . The contents of
Corpay's website are not incorporated into, and do not form part of, this
Announcement.

Capitalised terms used in this Announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document. All references to
times in this Announcement are to London, United Kingdom times unless stated
otherwise.

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
 Jones Day is retained as legal adviser to Corpay.

 

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 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 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 jurisdictions

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.

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) any purported vote by or on behalf of any
holder of such Scheme Restricted Shares at the Court Meeting or the General
Meeting will not be treated as valid; (c) 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.

Additional information for US investors

The Acquisition is being made to acquire the securities of an English company
by means of a scheme of arrangement provided for under the laws of England and
Wales. A transaction effected by means of a scheme of arrangement is generally
not subject to the proxy solicitation or tender offer rules under the US
Exchange Act. Instead, the Scheme will be subject to disclosure requirements
and practices applicable in the United Kingdom to schemes of arrangement,
which are different from the disclosure requirements of the US under the US
Exchange Act.

The financial information on Alpha included in the Rule 2.7 Announcement, the
Scheme Document and this Announcement has been prepared in accordance with
accounting standards applicable in the UK and thus may not be comparable to
financial information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting principles in
the US. Generally accepted accounting principles in the US differ in
significant respects from accounting standard applications in the United
Kingdom.

Neither the US Securities and Exchange Commission, nor any US state securities
commission or any securities commission of other jurisdictions, has approved
or disapproved the Acquisition, passed judgement upon the fairness or the
merits of the Acquisition or passed judgement upon the adequacy or accuracy of
the Rule 2.7 Announcement, the Scheme Document or this Announcement. Any
representation to the contrary may be a criminal offence in the United States.

If Corpay were to elect to implement the Acquisition by means of a Takeover
Offer and determined to extend the Takeover Offer into the US, such Takeover
Offer would be made in compliance with all applicable US laws and regulations,
including to the extent applicable Section 14(e) of the US Exchange Act and
Regulation 14E thereunder, and in accordance with the Code. Such a takeover
would be made in the United States by Corpay and no one else. Accordingly, the
Acquisition would be subject to disclosure and other procedural requirements,
including with respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments that are different from those applicable
under US domestic tender offer procedures and law.

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.

In accordance with normal UK practice and consistent with Rule 14e-5(b) under
the US Exchange Act, Corpay, certain affiliated companies and the nominees or
brokers (acting as agents) may make certain purchases of, or arrangements to
purchase, shares in Alpha outside of the US, other than pursuant to the
Acquisition, until the date on which the Acquisition and/or Scheme becomes
Effective, lapses or is otherwise withdrawn. If such purchases or arrangements
to purchase were to be made they would occur either in the open market at
prevailing prices or in private transactions at negotiated prices and comply
with applicable law, including to the extent applicable the US Exchange Act.
Any information about such purchases or arrangements to purchase will be
disclosed as required in the United Kingdom, will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com.

In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the US Exchange Act, Peel Hunt and its affiliates will continue to
act as an exempt principal trader in Alpha securities on the London Stock
Exchange. These purchases and activities by exempt principal traders which are
required to be made public in the United Kingdom pursuant to the Code will be
reported to a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com. This information
will also be publicly disclosed in the United States to the extent that such
information is made public in the United Kingdom.

Forward looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Corpay and Alpha, in each case, regarding the
Acquisition, the expected timing of the Acquisition and the anticipated
financial and other benefits of the Acquisition may contain certain
statements, trends, expectations, forecasts estimates or other forward-looking
information affecting or relating to Corpay or Alpha or their respective
industries, products or activities which are, or may be deemed to be, "forward
looking statements", including for the purposes of the US Private Securities
Litigation Reform Act of 1995. Forward-looking statements speak only as of the
date of the respective documents in which they are made and may often, but not
always, be identified by the use of forward-looking terms such as "may,"
"will," "expects," "believes," "hopes," "anticipates," "aims," "plans,"
"estimates," "projects," "targets," "intends," "forecasts," "outlook,"
"impact," "potential," "confidence," "improve," "continue," "optimistic,"
"deliver," "comfortable," "trend," and "seeks," or phrases or statements that
certain actions, events or results "could," "should," "would," or "might" be
taken, or the negative of such terms or other variations on such terms or
comparable terminology. Such statements are qualified in their entirety by the
inherent risks and uncertainties surrounding future expectations. These
statements are based on assumptions and assessments made by Alpha, and/or
Corpay, as the case may be, in light of their experience and their perception
of historical trends, current conditions, future developments and other
factors that they believe appropriate. By their nature, forward-looking
statements involve risk and uncertainty, because they relate to events and
depend on circumstances that will occur in the future and the factors that
could cause actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements are unknown.

Many important factors could cause actual results to differ materially from
those in the forward-looking statements including, without limitation, the
satisfaction of the Conditions; the parties' ability to meet expectations
regarding the timing, completion and accounting and tax treatments of the
Acquisition; the parties' abilities to successfully integrate Alpha's
operations into those of Corpay and otherwise achieve the anticipated benefits
of the Acquisition, including revenue growth and/or expense savings, within
the expected timelines or at all; the impact of macroeconomic conditions,
including any recession or economic downturn that has occurred or may occur in
the future, and whether expected trends, including retail fuel prices, fuel
price spreads, fuel transaction patterns, electric vehicles, retail lodging
prices, foreign exchange rates and interest rates develop as anticipated and
Corpay's and/or Alpha's ability to develop successful strategies if these
trends change; Corpay's and/or Alpha's ability to successfully execute the
strategic plan for the combined company, manage its growth and achieve its
performance targets; and other risk factors are described herein and in Corpay
and Alpha's other respective filings, including Alpha's Annual Report and
accounts for the year ended 31 December 2024 and Corpay's Annual Report on
Form 10-K for the year ended 31 December 2024 and subsequent filings with the
U.S. Securities and Exchange Commission. Many of these important factors are
outside of Corpay's or, as the case may be, Alpha's control. No assurances can
be provided as to any result or the timing of any outcome regarding matters
described herein or otherwise with respect to any regulatory action,
administrative proceedings, government investigations, litigation, cost
reductions, business strategies, earnings or revenue trends or future
financial results.

Given the risks and uncertainties, undue reliance should not be placed on
forward-looking statements as a prediction of actual results. Should one or
more of the risks or uncertainties mentioned materialise, or should underlying
assumptions prove incorrect, actual results may vary materially from those
described in the relevant documents. Neither Corpay nor Alpha, nor any of
their respective associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this Announcement
will actually occur. Corpay, Alpha and their respective affiliated companies
assume no obligation to update or correct the information contained in the
documents in this part of the website, whether as a result of new information,
future events or otherwise, except to the extent legally required (including
under the Listing Rules and the Disclosure and Transparency Rules of the FCA).
The statements contained in the documents in this part of the website are made
as at the date of such documents, unless some other time is specified in
relation to them, and service of the relevant documents shall not give rise to
any implication that there has been no change in the facts set out in such
documents since such date(s).

No profit forecasts, estimates or quantified benefit statements

No statement in this Announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this Announcement should be interpreted to mean that earnings or earnings per
share for Alpha for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per share for
Alpha.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
Offer Period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of: (i) the offeree company;
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m.
(London time) on the 10th Business Day following the commencement of the Offer
Period and, if appropriate, by no later than 3.30 p.m. (London time) on the
10th Business Day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of: (i) the offeree company;
and (ii) any securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

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 Corpay's website at
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.

Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

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.

 

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