Share Grants from Morgan Tillbrook & PDMR Dealing
12/02/2025 07:00
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RNS Number : 7584W Alpha Group International PLC 12 February 2025
12 February 2025
Alpha Group International plc
("Alpha" or the "Group")
Share Grants from Morgan Tillbrook & PDMR Dealing
Founder and former CEO pledges shares with a value of around £28m
to thank and incentivise senior leaders
Alpha Group International plc, a global provider of high-tech, high-touch
financial solutions to corporates and institutions, announces that Morgan
Tillbrook, founder and former CEO of Alpha has pledged 1,103,555 ordinary
shares of 0.2p each in Alpha ("Shares") from his personal holding with a total
value of around £28 million (based on the closing share price of £25.40 on
11 February 2025) to members of the senior leadership team to both thank them
for historic performance and incentivise them for future performance.
Following consultation with major shareholders and advisory bodies, the
Company's Remuneration Committee(1) yesterday formally approved the grants,
which came into effect immediately. Morgan stepped down as CEO on 31 December
2024 and holds no position on the Board of Directors. Further, these gifts
have been timed to align as closely as possible with Morgan's step back from
the day-to-day running of the business.
In a letter to Alpha's largest shareholders, and advisors, detailing his
plans, Morgan stated "I have given this considerable thought and believe it is
in the best interests of all shareholders that the Board and the senior
management team are more closely aligned with investors' goals.
"While I appreciate such an arrangement is unusual for a FTSE 250 business, I
am passionate about ensuring Alpha retains the agility and energy of a
fast-growing company. Furthermore, I am incredibly privileged to have been
part of Alpha's growth over the last 15 years and I would like to transfer
some of my shareholding to the wider team for their successful efforts in
getting us to this stage, to foster a founder mindset and to incentivise them
to further grow shareholder value, for the combined benefit of all
shareholders."
The structure of these grants is set out in more detail below and will all be
satisfied from Morgan's personal shareholding. For Group employees, these
incentives will run alongside any annual LTIP awards granted from time to
time.
Chief Executive Officer
· Clive Kahn, CEO, was transferred 210,202 Shares, which were delivered
in the form of fully vested nil-cost options and which Morgan satisfied.
· Clive paid the related tax (income tax, employee's NIC and employers'
NIC) from his own personal funds. Clive has pledged to hold these Shares,
together with his pre-existing holding, which includes the purchase of 125,000
shares he made following the announcement of Board changes in September 2024,
for the duration of his tenure as a Board director.
· Following the share transfer, Clive now personally holds
approximately 1.64% of Alpha's share capital.
Chief Financial Officer and Chief Risk Officer
· Tim Powell, CFO, and Tim Butters, CRO, were granted 105,101 Shares
and 63,060 Shares respectively in the form of nil-cost options that will vest
after three years, subject to certain conditions including 15% revenue growth
and continued service, and which Morgan has pledged to satisfy.
Other Senior Employees
· A further 15 senior employees at Alpha were granted Shares in the
form of nil-cost options with similar performance and service terms to the
options granted to the CFO and the CRO.
· The total number of the Shares placed under option across this group
is 683,152.
· Again, Morgan has pledged to satisfy these options.
Non-Executive Directors(1)
· Dame Jayne-Anne Gadhia (Group Chair) and Vijay Thakrar (Non-Executive
Director) were transferred 21,020 Shares each in the form of fully vested
nil-cost options, which Morgan has satisfied. They are both now ordinary
shareholders of the Group.
· Dame Jayne-Anne and Vijay have exercised their options and sold
sufficient of the Shares to pay any tax (income tax, employee's NIC and
employers' NIC) due.
· Both Dame Jayne-Anne and Vijay have pledged to hold the remaining
Shares for the period of their tenures as non-executive directors, noting that
this arrangement would not prevent them from stepping down from the Board at
any time of their choosing.
· Importantly, in line with the provisions of the UK Corporate
Governance Code, there are no restrictions (service, performance or otherwise)
on these Shares, which could be deemed to impair the independence of Alpha's
non-executive directors.
The Alpha Remuneration Committee will determine vesting at the relevant time
where applicable. Morgan is personally responsible for satisfying these
grants.
As Morgan will provide/has already provided the Shares to fund the above
arrangements (and has formally committed to this pledge through the execution
of a linking agreement and by holding the relevant Shares in a nominee account
established for this purpose), these awards will not create any dilution of
other shareholders' interests. Furthermore, recipients will bear the
associated employers' NIC charge.
As communicated at the time of Morgan's succession announcement on 10
September 2024, Morgan has committed to retaining a shareholding of no less
than 10%, for at least three years from the date of that announcement. This
commitment is not impacted by this incentives arrangement.
(1) The members of the Remuneration Committee, being the Non-Executive
Directors Dame Jayne-Anne and Vijay, did not participate in any discussions or
decisions regarding Morgan's proposal to transfer Shares to them. Those
discussions and decisions were undertaken by the Executive Directors.
( )
Enquiries:
Alpha Group International plc Via Alma Strategic Communications
Clive Kahn, CEO
Tim Powell, CFO
Alma Strategic Communications +44 (0) 20 3405 0205
(Financial Public Relations)
Josh Royston
Andy Bryant
Kieran Breheny
Louisa El-Ahwal
Notes to editors
Alpha is a global provider of high-tech, high-touch financial solutions to
corporates and institutions. Working with clients across 50+ countries,
we blend intelligent human capabilities with new technologies to provide an
enhanced alternative to traditional banking services, with solutions covering:
FX risk management, global accounts, mass payments, fund finance, and cash
management.
Key to our success is our team - close to 500 people based across eleven
global offices, brought together by a high-performance culture and a
partnership structure that empowers them to act as owners of our business.
Despite being 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, has enabled us to make a substantial
and enduring difference to our clients, and deliver a growth story to match.
PDMR Forms
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Clive Ian Kahn
2 Reason for the notification
a) Position/status CEO
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 Nil-cost options over ordinary shares of £0.002 each in Alpha Group
International plc
Identification code ISIN: GB00BF1TM596
b) Nature of the transaction Grant of nil-cost options under the Alpha Group Long Term Incentive Plan 2024.
c) Price(s) and volume(s)
Price(s) Volume(s)
Nil 210,202
d) Aggregated information
N/A - see table above
- Aggregated volume
- Price
e) Date of the transaction 11 February 2025
f) Place of the transaction Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Timothy Powell
2 Reason for the notification
a) Position/status CFO
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 Nil-cost options over ordinary shares of £0.002 each in Alpha Group
International plc
Identification code ISIN: GB00BF1TM596
b) Nature of the transaction Grant of nil-cost options under the Alpha Group Long Term Incentive Plan 2024.
c) Price(s) and volume(s)
Price(s) Volume(s)
Nil 105,101
d) Aggregated information
N/A - see table above
- Aggregated volume
- Price
e) Date of the transaction 11 February 2025
f) Place of the transaction Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Timothy Butters
2 Reason for the notification
a) Position/status CRO
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 Nil-cost options over ordinary shares of £0.002 each in Alpha Group
International plc
Identification code ISIN: GB00BF1TM596
b) Nature of the transaction Grant of nil-cost options under the Alpha Group Long Term Incentive Plan 2024.
c) Price(s) and volume(s)
Price(s) Volume(s)
Nil 63,060
d) Aggregated information
N/A - see table above
- Aggregated volume
- Price
e) Date of the transaction 11 February 2025
f) Place of the transaction Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Dame Jayne-Anne Gadhia
2 Reason for the notification
a) Position/status Independent non-executive director
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 Nil-cost options over ordinary shares of £0.002 each in Alpha Group
International plc
Identification code ISIN: GB00BF1TM596
b) Nature of the transaction Grant of nil-cost options under a standalone option agreement.
c) Price(s) and volume(s)
Price(s) Volume(s)
Nil 21,020
d) Aggregated information
N/A - see table above
- Aggregated volume
- Price
e) Date of the transaction 11 February 2025
f) Place of the transaction Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Vijay Thakrar
2 Reason for the notification
a) Position/status Independent non-executive director
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 Nil-cost options over ordinary shares of £0.002 each in Alpha Group
International plc
Identification code ISIN: GB00BF1TM596
b) Nature of the transaction Grant of nil-cost options under a standalone option agreement.
c) Price(s) and volume(s)
Price(s) Volume(s)
Nil 21,020
d) Aggregated information
N/A - see table above
- Aggregated volume
- Price
e) Date of the transaction 11 February 2025
f) Place of the transaction Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Clive Ian Kahn
2 Reason for the notification
a) Position/status CEO
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 Nil-cost options over ordinary shares of £0.002 each in Alpha Group
International plc
Identification code ISIN: GB00BF1TM596
b) Nature of the transaction Exercise of nil-cost options granted under the Alpha Group Long Term Incentive
Plan 2024 and resulting acquisition of ordinary shares of £0.002
each in Alpha Group International plc.
c) Price(s) and volume(s)
Price(s) Volume(s)
Nil 210,202
d) Aggregated information
N/A - see table above
- Aggregated volume
- Price
e) Date of the transaction 11 February 2025
f) Place of the transaction Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Dame Jayne-Anne Gadhia
2 Reason for the notification
a) Position/status Independent non-executive director
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 Nil-cost options over ordinary shares of £0.002 each in Alpha Group
International plc
Identification code ISIN: GB00BF1TM596
b) Nature of the transaction Exercise of nil-cost options granted under a standalone agreement and
resulting acquisition of ordinary shares of £0.002 each in Alpha Group
International plc.
c) Price(s) and volume(s)
Price(s) Volume(s)
Nil 21,020
d) Aggregated information
N/A - see table above
- Aggregated volume
- Price
e) Date of the transaction 11 February 2025
f) Place of the transaction Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Vijay Thakrar
2 Reason for the notification
a) Position/status Independent non-executive director
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 Nil-cost options over ordinary shares of £0.002 each in Alpha Group
International plc
Identification code ISIN: GB00BF1TM596
b) Nature of the transaction Exercise of nil-cost options granted under a standalone agreement and
resulting acquisition of ordinary shares of £0.002 each in Alpha Group
International plc.
c) Price(s) and volume(s)
Price(s) Volume(s)
Nil 21,020
d) Aggregated information
N/A - see table above
- Aggregated volume
- Price
e) Date of the transaction 11 February 2025
f) Place of the transaction Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Dame Jayne-Anne Gadhia
2 Reason for the notification
a) Position/status Independent non-executive director
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 Ordinary shares of £0.002 each in Alpha Group International Plc
Identification code ISIN: GB00BF1TM596
b) Nature of the transaction Disposal of shares to satisfy tax liability
c) Price(s) and volume(s)
Price(s) Volume(s)
£25.21 11,504
d) Aggregated information
N/A - Single transaction
- Aggregated volume
- Price
e) Date of the transaction 11 February 2025
f) Place of the transaction London Stock Exchange
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Vijay Thakrar
2 Reason for the notification
a) Position/status Independent non-executive director
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 Ordinary shares of £0.002 each in Alpha Group International Plc
Identification code ISIN: GB00BF1TM596
b) Nature of the transaction Disposal of shares to satisfy tax liability
c) Price(s) and volume(s)
Price(s) Volume(s)
£25.21 11,504
d) Aggregated information
N/A - Single transaction
- Aggregated volume
- Price
e) Date of the transaction 11 February 2025
f) Place of the transaction London Stock Exchange
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