REG - Corpay Inc. Alpha Group Intl PLC - Recommended Cash Acquisition of Alpha Group
23/07/2025 11:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250723:nRSW2483Sa&default-theme=true
RNS Number : 2483S Corpay Inc. 23 July 2025
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
23 JULY 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
Summary
· The boards of Corpay and Alpha are pleased to
announce that they have reached agreement on the terms of a recommended cash
acquisition of the entire issued and to be issued ordinary share capital of
Alpha by Corpay.
· Under the terms of the Acquisition, each Alpha
Shareholder will be entitled to receive:
for each Alpha Share: 4,250 pence in cash
· The Acquisition Price values the entire issued and to
be issued ordinary share capital of Alpha at approximately £1,805 million on
a fully diluted basis and represents a premium of approximately:
o 55% to Alpha's undisturbed share price of £27.45 per share on 1 May 2025
(being the last Business Day before Corpay's announcement on 2 May 2025 that
it was in discussions with Alpha in relation to a possible cash offer for
Alpha); and
o 71% to Alpha's volume-weighted-average price of £24.81 per share for the
one-month period ended 1 May 2025.
· The terms of the Acquisition imply an enterprise
value of Alpha of £1,610 million.
· The Acquisition is intended to be effected by means
of a scheme of arrangement under Part 26 of the Companies Act (the "Scheme"),
or if Corpay elects, with the consent of the Panel and subject to the terms of
the Co-operation Agreement, by way of a Takeover Offer.
· If any dividend and/or other distribution and/or
other return of value or capital is authorised, declared, made or paid or
becomes payable in respect of Alpha Shares on or after the date of this
Announcement, Corpay reserves the right to reduce the Acquisition Price by the
aggregate amount of such dividend and/or other distribution and/or other
return of value or capital.
Background to and reasons for the Acquisition
Corpay regularly evaluates opportunities to expand its cross-border business
and is excited about the opportunity to acquire Alpha. This marquee
acquisition will bring together the complementary strengths of both
organisations, uniting Alpha's European regional capabilities and alternative
banking solutions with Corpay's global scale and operational excellence.
Corpay has significant respect for Alpha and its management and believes that
the cultural alignment of the two businesses will create significant long term
value for clients, partners, employees and other stakeholders.
Alpha's two business segments are particularly appealing to Corpay. Alpha has
built a fast growing Corporate FX business with operations across Europe,
Canada and Australia which is complementary to Corpay's existing cross-border
business. Further, acquiring Alpha will also unlock new opportunities for
Corpay within Alpha's Private Markets segment, where Alpha currently has a
stronger European presence. The Private Markets segment targets a large
addressable market sector and provides exposure to institutional fund clients,
an underserved client segment for Corpay today. Alpha's deep client
relationships and advisory-led approach will complement Corpay's scale,
technology, geographic reach and financial capabilities.
The Acquisition will further progress Corpay's strategic objective to
accelerate its cross-border growth, while continuing to enhance its product
capabilities and breadth. Corpay anticipates that, by offering both prospects
and clients a more comprehensive product portfolio, greater opportunities will
be unlocked within the combined client bases of both Alpha and Corpay. In
addition, Corpay believes that its leadership team has the experience to
execute a seamless integration process with minimal disruption to customers.
The acquisition of Alpha presents an exciting opportunity to create an
enhanced cross-border platform positioned to serve clients more effectively,
and benefit from increased scale and accelerated growth prospects. Corpay is
enthusiastic about the opportunities which the Acquisition presents and looks
forward to leveraging the combined strengths of Corpay and Alpha to achieve
its long-term strategic goals. It is Corpay's belief that the Acquisition will
deliver significant value to all stakeholders. Corpay expects that the
Acquisition will deliver meaningful revenue and expense synergies, be
accretive to revenue growth, and be at least $0.50 accretive to Corpay's cash
EPS in the 2026 financial year.
Background to and reasons for the Alpha Directors' recommendation
Alpha, an award-winning global provider of financial solutions, has a proven
record of achieving double digit top line growth through its high-tech,
high-touch approach and focus on delivery of long-term value for corporate and
private market clients. This success has been driven by a team of over 500
talented professionals across 11 international offices, united by a
high-performance culture that fosters growth, innovation and shared rewards.
Alpha's core strategy is to drive strong and durable organic growth through:
(i) growing its client base by expanding into existing and new markets, whilst
developing its products and services to cater for a broader range of client
needs; and (ii) retaining existing clients and growing wallet share by
increasing the value added and services offered to them. The Alpha Board
believes these factors combine to produce a substantial runway for future
growth, which can deliver significant value to shareholders over time,
notwithstanding execution and market risks.
In assessing the offer, the Alpha Board has considered Alpha's different
revenue streams: (i) core group revenues; and (ii) net treasury income. The
Alpha Board has also considered the value of cash on balance sheet. Having
considered the offer across a range of different valuation methodologies, the
Alpha Board believes that the Corpay offer represents a highly attractive
opportunity to realise a certain cash value now that is fully reflective of
the future growth opportunity and the strategic value of the Alpha Group. This
can be seen through the very high premia that the offer represents relative to
a range of recent trading benchmarks with or without an adjustment to reflect
the value of the Alpha cash on its balance sheet on a pound-for-pound only
basis (i.e. with no premium on the cash).
The Corpay Offer implies a premium of approximately:
· 55% (67% on a cash adjusted basis) to Alpha's
undisturbed share price of £27.45 per share on 1 May 2025 (being the last
Business Day before Corpay's announcement on 2 May 2025 that it was in
discussions with Alpha in relation to a possible cash offer for Alpha); and
· 71% (90% on a cash adjusted basis) to Alpha's
volume-weighted-average price of £24.81 per share for the one-month period
ended 1 May 2025.
Further, the Corpay offer implies a 45% share price CAGR since Alpha's IPO on
7 April 2017 at £1.96 per share.
Since inception, Alpha has placed a premium on, and invested significant
resources in developing, a team-focused high-performance culture which has
been essential to the company's success. In assessing the offer, the Alpha
Directors have assessed Corpay's intentions for the broader business,
management, employees and other stakeholders, placing particular emphasis on
how this culture will be maintained, and how the interests of employees will
be safeguarded. The Alpha Board believes that the combined business will
create highly attractive opportunities for management and employees to grow
within the combined organisation.
Accordingly, following careful consideration of the above factors, the Alpha
Directors intend unanimously and unconditionally to recommend the Acquisition
to Alpha Shareholders.
Alpha Directors' recommendation
· The Alpha Directors, who have been so advised by
Centerview and Peel Hunt as to the financial terms of the Acquisition,
unanimously consider the terms of the Acquisition to be fair and reasonable.
In providing their advice to the Alpha Directors, Centerview and Peel Hunt
have each taken into account the commercial assessments of the Alpha
Directors. Centerview and Peel Hunt are providing independent financial advice
to the Alpha Directors for the purpose of Rule 3 of the Takeover Code.
· Accordingly, the Alpha Directors intend unanimously
to recommend that Alpha Shareholders vote in favour of both the Scheme at the
Court Meeting and the Special Resolution. The Alpha Directors have irrevocably
undertaken to do so in respect of their own beneficial holdings (and those of
certain of their connected persons) in respect of which they control the
voting rights.
Irrevocable undertakings
· Corpay has received irrevocable undertakings from
each of the Alpha Directors who holds Alpha Shares to vote in favour of both
the Scheme at the Court Meeting and the Special Resolution in respect of their
own beneficial holdings in respect of which they control the voting rights
amounting, in aggregate, to 772,282 Alpha Shares, and representing
approximately 1.83% of Alpha's issued ordinary share capital at close of
business on the Latest Practicable Date (or, if the Acquisition is implemented
by way of a Takeover Offer to accept or procure acceptance of the Takeover
Offer).
· Corpay has also received an irrevocable undertaking
from Morgan Tillbrook to vote, or procure the vote, in favour of both the
Scheme at the Court Meeting and the Special Resolution in respect of his
entire beneficial holding of Alpha Shares (excluding any Pledged Shares
transferred for the purposes of satisfying awards in accordance with the
Linking Deed) amounting, in aggregate, to 5,076,898 Alpha Shares, and
representing approximately 12% of Alpha's issued ordinary share capital at
close of business on the Latest Practicable Date (or, if the Acquisition is
implemented by way of a Takeover Offer to accept or procure acceptance of the
Takeover Offer).
· In total, therefore, irrevocable undertakings to vote
in favour of the Scheme and the Special Resolution have been received from
Alpha Shareholders controlling, in aggregate, 5,849,180 Alpha Shares, which
represents approximately 13.83% of the ordinary share capital of Alpha in
issue on the Latest Practicable Date.
· All of the above irrevocable undertakings remain
binding even in the event of a competing offer for Alpha at a price higher
than the Acquisition Price.
· Further details of these irrevocable undertakings are
set out in Appendix III to this Announcement.
Timetable and Conditions
· The Acquisition will be put to Alpha Shareholders at
the Court Meeting and at the General Meeting. In order to become Effective,
the Scheme must be approved by a majority in number of the Scheme Shareholders
voting at the Court Meeting, either in person or by proxy, representing at
least 75% in value of the Scheme Shares voted. In addition, a special
resolution implementing the Scheme and approving certain other matters must be
passed by Alpha Shareholders representing at least 75% of votes cast at the
General Meeting.
· The Acquisition is subject to the further conditions
and terms set out in Appendix I to this Announcement. It is expected that,
subject to the satisfaction or waiver of all such conditions, the Scheme will
become Effective during the fourth quarter of 2025.
· The Scheme Document, containing further information
about the Acquisition, and notices of the Court Meeting and the General
Meeting and the expected timetable of the Scheme, together with the Forms of
Proxy, is expected to be published as soon as reasonably practicable and in
any case (save with the consent of the Panel) within 28 days of this
Announcement and it will be made available by Alpha www.alphagroup.com and
Corpay at www.corpay.com.
· It is Alpha's expectation and intention that the
Court Meeting and General Meeting will be held on 2 September 2025.
Commenting on the Acquisition, Ronald Clarke, CEO of Corpay said:
"We couldn't be happier to acquire Alpha. This transaction meaningfully
expands our relationships with investment managers and results in four Cross
Border customer segments: corporates, financial institutions, investment funds
and digital currency providers.
We're acquiring Alpha for three reasons. First, it's a large, highly
complementary, fast growing corporate payments asset with good prospects.
Second, Alpha is a leading provider of alternative bank accounts to
European-based investment managers. There is significant runway to expand
those investment manager relationships into the US and Asia with our help. The
banking account product and Alpha's technology extend our Cross Border
solution set and further diversifies our revenue streams. And third, we expect
the acquisition to be highly EPS accretive in 2026."
Commenting on the Acquisition, Dame Jayne-Anne Gadhia (DBE, CVO), Chair of
Alpha said:
"As Chair of Alpha I am delighted that Corpay has made an offer for the
business which the Board considers to be in the best interests of
shareholders, clients and staff.
Whilst the Board has always been highly confident in the company's ability to
drive significant organic growth on a standalone basis, the material premium
that Corpay has offered represents full value in cash for this growth.
The exceptional team at Alpha have built an award winning, FTSE 250 global
business with over 500 staff in 11 countries serving clients around the world.
It is a privilege to work with them.
We are excited about the opportunity within Corpay and confident that our
people can add to the success of the enlarged group."
Commenting on the Acquisition, Clive Kahn, Chief Executive of Alpha said:
"I've had the tremendous privilege of serving on the Board of Alpha since
2016. Over that time, I've witnessed a budding business with a differentiated
approach become an established player in its field, thanks primarily to a
smart strategy, sound execution, and most importantly, great people. Under the
leadership of Alpha's founder and former CEO, Morgan Tillbrook, the team
built a company that not only achieved consistent annual double-digit revenue
growth but did so by putting clients first and doing things the right way.
That's a rare combination, and it's what sets Alpha apart.
The offer from Corpay is a strong endorsement of the Alpha management team's
achievements. It provides shareholders with an attractive return, and it gives
the business an opportunity to maintain and extend its growth record as part
of a larger group that respects and shares its values. Importantly, Corpay's
acquisition rationale wasn't solely based on our performance. It has expressed
significant appreciation of Alpha's talent and cultural density. It admires
how we lead with performance but always put the customer first. And it wants
that spirit to continue as part of the Corpay group.
Great outcomes come from putting the right people in the right environment.
Joining Corpay, our team will have access to greater scale and resources, but
even more importantly, they'll be part of a culture that values what we've
built. I'm confident this next chapter will unlock new potential, for our
people, our clients, and the business as a whole."
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement including its Appendices.
The Acquisition will be subject to the Conditions and further terms set out in
Appendix I to this Announcement and to the full terms and conditions which
will be set out in the Scheme Document. Appendix II to this Announcement
contains the sources of information and bases of calculations of certain
information contained in this summary and this Announcement. Appendix III to
this Announcement contains a summary of the irrevocable undertakings received
in relation to this Acquisition and Appendix IV to this Announcement contains
definitions of certain expressions used in this summary and 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.
Inside Information
This Announcement contains inside information as defined in the UK version of
the Market Abuse Regulation (EU) No.596/2014, which is part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of
this Announcement via a Regulatory Information Service, such inside
information will be considered to be in the public domain. The person
responsible for the release of this announcement on behalf of Corpay is Daniel
Fishbein (General Counsel) and the person responsible for the release of this
announcement on behalf of Alpha is Tim Powell (Chief Financial Officer).
Important Notice
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 another other matters 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.
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 Takeover 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.
Alpha will prepare the Scheme Document (or, if applicable, Corpay will prepare
the offer document) to be distributed to Alpha Shareholders. Alpha and Corpay
urge Alpha Shareholders to read the Scheme Document (or, if applicable, the
offer document) when it becomes available because it will contain important
information relating to the Acquisition.
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 Takeover 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 Takeover Code, the Panel, the London Stock Exchange, the
Financial Conduct Authority and the Listing Rules.
Further details in relation to Overseas Shareholders will be contained in the
Scheme Document (or, if applicable, the offer document).
Shareholders subject to Sanctions
If any Alpha Shares are directly or indirectly owned, held or controlled by a
Sanctioned Person on or after the date of the Announcement: (a) such Alpha
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
shareholder of such Alpha Shares at the Court Meeting or the General Meeting
will not be treated as valid; (c) no shareholder of such Alpha Shares will
receive any Cash Consideration unless and until such payment complies with
Sanctions (including under requisite licenses which may be obtained by Corpay
from a Sanctions Authority); and (d) under the terms of the Acquisition and
the Scheme, with effect on and from the Effective Date, all rights attaching
to such Alpha 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 this Announcement and the
Scheme documentation (or, if the Acquisition is to be implemented by way of a
Takeover Offer, the documents to be sent to Alpha Shareholders which will
contain the terms and conditions of such Takeover Offer) has been or will have
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
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 Takeover 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 (http://www.londonstockexchange.com) .
In accordance with the Takeover 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 Takeover Code will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com (http://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 the
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 December 31, 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 Benefits 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 Takeover Code
Under Rule 8.3(a) of the Takeover 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 Takeover 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 Takeover Code to comply with Rule 2.11(c) of the Takeover 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 Takeover Code will be made available subject to certain restrictions
relating to persons resident in Restricted Jurisdictions on Alpha's website at
www.alphagroup.com and Corpay's website at www.corpay.com by no later than 12
noon (London time) on 24 July 2025. 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 document 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.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
23 JULY 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
1. Introduction
The boards of Corpay and Alpha are pleased to announce that they have reached
agreement on the terms of a recommended cash acquisition of the entire issued
and to be issued ordinary share capital of Alpha by Corpay.
The Acquisition is intended to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act (the "Scheme"), or if Corpay elects, with
the consent of the Panel and subject to the terms of the Co-operation
Agreement, by way of a Takeover Offer.
2. The Acquisition
· Under the terms of the Acquisition, which will be
subject to the Conditions and further terms set out in Appendix I to this
Announcement and to be set out in the Scheme Document, Scheme Shareholders who
are on the register of members of Alpha at the Scheme Record Time will be
entitled to receive:
for each Alpha Share: 4,250 pence in cash
· The Acquisition values the entire issued and to be
issued ordinary share capital of Alpha at approximately £1,805 million on a
fully diluted basis and represents a premium of approximately:
o 55% to Alpha's undisturbed share price of £27.45 per share on 1 May 2025
(being the last Business Day before Corpay's announcement on 2 May 2025 that
it was in discussions with Alpha in relation to a possible cash offer for
Alpha); and
o 71% to Alpha's volume-weighted-average price of £24.81 per share for the
one-month period ended 1 May 2025.
· The terms of the Acquisition imply an enterprise
value of Alpha of £1,610 million.
· If any dividend and/or other distribution and/or
other return of value or capital is authorised, declared, made or paid or
becomes payable in respect of Alpha Shares on or after the date of this
Announcement, Corpay reserves the right to reduce the Acquisition Price by the
aggregate amount of such dividend and/or other distribution and/or other
return of value or capital.
It is expected that the Scheme Document will be published as soon as
reasonably practicable and in any case within 28 days of the date of this
Announcement (unless Alpha and Corpay otherwise agree, and the Panel consents,
to a later date). It is Alpha's expectation and intention that the Court
Meeting and the General Meeting will be held on 2 September 2025. It is
expected that, subject to the satisfaction of all relevant conditions, the
Scheme will become Effective during the fourth quarter of 2025.
3. Background to and reasons for the Acquisition
Corpay regularly evaluates opportunities to expand its cross-border business
and is excited about the opportunity to acquire Alpha. This marquee
acquisition will bring together the complementary strengths of both
organisations, uniting Alpha's UK and European regional capabilities and
alternative banking solutions with Corpay's global scale and operational
excellence. Corpay has significant respect for Alpha and its management and
believes that the cultural alignment of the two businesses will create
significant long term value for clients, partners, employees and other
stakeholders.
Alpha's two business segments are particularly appealing to Corpay. Alpha has
built a fast growing Corporate FX business with operations across Europe,
Canada and Australia which is complementary to Corpay's existing cross-border
business. Further, acquiring Alpha will also unlock new opportunities for
Corpay within Alpha's Private Markets segment, where Alpha currently has a
stronger European presence. The Private Markets segment targets a large
addressable market sector and provides exposure to institutional fund clients,
an underserved client segment for Corpay today. Alpha's deep client
relationships and advisory-led approach will complement Corpay's scale,
technology, geographic reach and financial capabilities.
The Acquisition will further progress Corpay's strategic objective to
accelerate its cross-border growth, while continuing to enhance its product
capabilities and breadth. Corpay anticipates that, by offering both prospects
and clients a more comprehensive product portfolio, greater opportunities will
be unlocked within the combined client bases of both Alpha and Corpay. In
addition, Corpay believes that its leadership team has the experience to
execute a seamless integration process with minimal disruption to customers.
The acquisition of Alpha presents an exciting opportunity to create an
enhanced cross-border platform positioned to serve clients more effectively,
and benefit from increased scale and accelerated growth prospects. Corpay is
enthusiastic about the opportunities which the Acquisition presents and looks
forward to leveraging the combined strengths of Corpay and Alpha to achieve
its long-term strategic goals. It is Corpay's belief that the Acquisition will
deliver significant value to all stakeholders. Corpay expects that the
Acquisition will deliver meaningful revenue and expense synergies, be
accretive to revenue growth, and be at least $0.50 accretive to Corpay's cash
EPS in the 2026 financial year.
4. Recommendation by the Alpha Directors
The Alpha Directors, who have been so advised by Centerview and Peel Hunt as
to the financial terms of the Acquisition, unanimously consider the terms of
the Acquisition to be fair and reasonable. In providing its advice to the
Alpha Directors, Centerview and Peel Hunt have taken into account the
commercial assessments of the Alpha Directors. Centerview and Peel Hunt are
providing independent financial advice to the Alpha Directors for the purpose
of Rule 3 of the Takeover Code.
The Alpha Directors consider the terms of the Acquisition to be in the best
interests of Alpha Shareholders as a whole and, accordingly, the Alpha
Directors intend unanimously to recommend that Alpha Shareholders vote in
favour of both the Scheme at the Court Meeting and the Special Resolution. The
Alpha Directors have irrevocably undertaken to do so in respect of their own
beneficial holdings (and those of their connected persons) in respect of which
they control the voting rights amounting to 772,282 Alpha Shares representing,
in aggregate, approximately 1.83% of the ordinary share capital of Alpha in
issue on the Latest Practicable Date.
5. Background to and reasons for the Alpha Directors'
recommendation
Alpha, an award-winning global provider of financial solutions, has a proven
record of achieving double digit top line growth through its high-tech,
high-touch approach and focus on delivery of long-term value for corporate and
private market clients. This success has been driven by a team of over 500
talented professionals across 11 international offices, united by a
high-performance culture that fosters growth, innovation and shared rewards.
Alpha's core strategy is to drive strong and durable organic growth through:
(i) growing its client base by expanding into existing and new markets, whilst
developing its products and services to cater for a broader range of client
needs; and (ii) retaining existing clients and growing wallet share by
increasing the value added services offered to them. The Alpha Board believes
these factors combine to produce a substantial runway for future growth, which
can deliver significant value to shareholders over time, notwithstanding
execution and market risks.
In assessing the offer, the Alpha Board has considered Alpha's different
revenue streams: (i) core group revenues; and (ii) net treasury income. The
Alpha Board has also considered the value of cash on balance sheet. Having
considered the offer across a range of different valuation methodologies, the
Alpha Board believes that the Corpay offer represents a highly attractive
opportunity to realise a certain cash value now that is fully reflective of
the future growth opportunity and the strategic value of the Alpha Group. This
can be seen through the very high premia that the offer represents relative to
a range of recent trading benchmarks with or without an adjustment to reflect
the value of the Alpha cash on its balance sheet on a pound-for-pound only
basis (i.e. with no premium on the cash).
The Corpay Offer implies a premium of approximately:
· 55% (67% on a cash adjusted basis) to Alpha's
undisturbed share price of £27.45 per share on 1 May 2025 (being the last
Business Day before Corpay's announcement on 2 May 2025 that it was in
discussions with Alpha in relation to a possible cash offer for Alpha); and
· 71% (90% on a cash adjusted basis) to Alpha's
volume-weighted-average price of £24.81 per share for the one-month period
ended 1 May 2025.
Further, the Corpay offer implies a 45% share price CAGR since Alpha's IPO on
7 April 2017 at £1.96 per share.
Since inception, Alpha has placed a premium on, and invested significant
resources in developing, a team-focused high-performance culture which has
been essential to the company's success. In assessing the offer, the Alpha
Directors have assessed Corpay's intentions for the broader business,
management, employees and other stakeholders, placing particular emphasis on
how this culture will be maintained, and how the interests of employees will
be safeguarded. The Alpha Board believes that the combined business will
create highly attractive opportunities for management and employees to grow
within the combined organisation.
Accordingly, following careful consideration of the above factors, the Alpha
Directors intend unanimously and unconditionally to recommend the Acquisition
to Alpha Shareholders.
6. Irrevocable undertakings
Corpay has received irrevocable undertakings from each of the Alpha Directors
who holds Alpha Shares to vote in favour of both the Scheme at the Court
Meeting and the Special Resolution in respect of their own beneficial holdings
in respect of which they control the voting rights amounting, in aggregate, to
772,282 Alpha Shares, and representing approximately 1.83% of Alpha's issued
ordinary share capital at close of business on the Latest Practicable Date
(or, if the Acquisition is implemented by way of a Takeover Offer, to accept
or procure acceptance of the Takeover Offer).
Corpay has also received an irrevocable undertaking from Morgan Tillbrook to
vote, or procure the vote, in favour of the Scheme at both the Court Meeting
and the Special Resolution in respect of his entire beneficial holding of
Alpha Shares (excluding any Pledged Shares transferred for the purposes of
satisfying awards in accordance with the Linking Deed) amounting, in
aggregate, to 5,076,898 Alpha Shares, and representing approximately 12% of
Alpha's issued ordinary share capital at close of business on the Latest
Practicable Date (or, if the Acquisition is implemented by way of a Takeover
Offer to accept or procure acceptance of the Takeover Offer).
In total, therefore, irrevocable undertakings to vote in favour of the Scheme
and the Special Resolution have been received from Alpha Shareholders
controlling, in aggregate, 5,849,180 Alpha Shares, which represents
approximately 13.83% of the ordinary share capital of Alpha in issue on the
Latest Practicable Date.
All of the above irrevocable undertakings remain binding even in the event of
a competing offer for Alpha at a price higher than the Acquisition Price.
Further details of these irrevocable undertakings are set out in Appendix III
to this Announcement.
7. Information on Corpay
Corpay, the corporate payments company, is a global S&P 500 provider of
commercial cards (e.g., business cards, fleet cards, virtual cards) and AP
automation solutions (e.g., invoice and payments automation, cross border
payments) to businesses worldwide. Corpay's solutions "keep business moving"
and result in its customers better controlling purchases, mitigating fraud,
and ultimately spending less. Corpay has the following reportable segments:
Corporate Payments, Vehicle Payments, Lodging Payments and Other. These
segments reflect how Corpay organises and manages its global employee base,
manages operating performance and executes on strategic initiatives. Corpay's
Corporate Payments solutions simplify and automate vendor payments and include
accounts payable (AP) automation, virtual cards, cross-border payments and
purchasing and travel and entertainment card products. Corpay's Vehicle
Payments solutions help control and monitor spending and include fuel card
offerings, tolls and other complementary products. Corpay's Lodging Payments
solutions help businesses manage their lodging costs, while simplifying the
management of hotels and housing.
Corpay is listed on the New York Stock Exchange (NYSE:CPAY) with a market
capitalisation of approximately US$23.3 billion. For the year ended 31
December 2024 Corpay reported audited revenues of US$4.0 billion and adjusted
net income of US$1.4 billion. As at 31 March 2025, Corpay had net assets of
US$3.5 billion, and cash and cash equivalents of US$1.6 billion.
8. Information on Alpha
Alpha is an award-winning global provider of financial solutions to some of
the world's most respected organisations. Since its formation, Alpha has
challenged traditional broker and banking models through its high-tech,
high-touch approach and focus on maximising efficiency, certainty and
delivering long-term value for corporate and private market clients. Alpha's
success has been driven by a team of over 500 talented professionals across 11
international offices, united by a high-performance culture that fosters
growth, innovation and shared rewards.
Alpha's Corporate division is built on a consultative, relationship-led model
that delivers tailored hedging strategies and execution services to mid-market
and large-cap clients. Alpha's Private Markets division provides the private
capital markets sector with multi-currency accounts, FX risk management
services, and streamlined debt-sourcing and advisory services around the
structuring of fund finance facilities.
9. Alpha's current trading
Alpha's strong trading momentum achieved in the second half of 2024 continued
into the first half of 2025. Alpha expects to report Alpha Group revenue of
c.£86 million for the six months ended 30 June 2025 ("H1 2025"), (H1 2024:
£64 million), representing year-on-year growth of 34%. This strong revenue
performance was driven by exceptionally robust trading in the Corporate
division, reflecting its continued success across its network of offices.
Front office commission costs within the Corporate division grew
proportionately ahead of revenue resulting in the Alpha Group gross profit
growth rate below Alpha Group revenue growth rate.
The Private Markets division experienced suppressed market conditions
consistent with those described at the time of the publication of final
results in March 2025. Private Markets continues, however, to benefit from its
diversified and strong product suite, generating revenue marginally above the
prior period and continues to generate significant levels of interest income.
The Alpha Group generated £39 million in net treasury income (Own and
Client), taking total income in H1 2025 to £125 million (H1 2024: £107
million).
Following the founder awards being issued in Q1 2025, Alpha Group needs to
reflect a non-underlying, non-cash, non-dilutive share-based payment charge of
£12 million in its accounts. Alpha Group also incurred certain non-contingent
fees in connection with the Acquisition. Both costs reduced Alpha Group's
statutory profit before tax for H1 2025.
10. Corpay's intentions with regards to Alpha's management,
employees, research and development, locations of business and pension schemes
Strategic plans for Alpha
Corpay is attracted by Alpha's extensive experience providing risk management
solutions to global corporate and institutional fund clients, and its
impressive track record of growth and innovation. There is a strong strategic
and cultural alignment between the Corpay and Alpha management teams, and the
companies share high-performance cultures.
Immediately following completion of the Acquisition, it is intended that Alpha
will be managed as a wholly-owned subsidiary of Corpay with Alpha's Corporate
FX segment subsequently being integrated with Corpay's Cross Border business.
Corpay has particular interest in the various new opportunities within Alpha's
Private Markets division as a foundation from which to expand its global
institutional fund business.
Employees and management
Corpay believes that Alpha's most valuable assets are its people and greatly
values the skills and experience of Alpha's employees and management team. The
proposed combination is expected to result in expanded career development
opportunities for Alpha employees, new roles, broader responsibilities, and
further opportunities for growth within a large, global organisation.
Corpay intends to put in place attractive retention and incentive arrangements
following completion of the Acquisition, which will include participation in
Corpay's existing long term employee equity programme (which allows for the
grant of both performance and time-based awards).
Corpay has not entered into and has not held discussions on proposals to enter
into, any form of incentive arrangement with any member of Alpha's management
team and does not intend that any such discussions will take place until
completion of the Acquisition.
Corpay intends, in the first six months following closing of the Acquisition,
to conduct a strategic review to validate its initial assessment of Alpha and
its integration plans. Concurrently with the strategic review, Corpay may
begin taking integration steps, including the transfer of customers onto
Corpay's platform.
The strategic review will include an assessment of employee roles and
functions. Initial due diligence indicates possible role overlaps in some
functions, in particular in administrative and head office/listed company
functions. Possible headcount reductions may impact relevant employees from
both businesses. Based on a preliminary assessment these possible reductions,
if made solely within Alpha's business, could affect up to 13% of Alpha's
employees. At this stage, a specific proposal as to the number of individuals
affected, or how any such reductions are to be implemented, has not yet been
developed. Any such proposal will be finalised and implemented following
appropriate consultation with relevant stakeholders, including affected
employees. It is anticipated that reasonable efforts will be made to mitigate
the need for any involuntary headcount reductions, such as through the growth
of the combined business, redeployment and natural attrition.
Corpay anticipates that overall headcount will increase over time as part of
Corpay's efforts to grow the combined business given the prospects of the firm
and the attractiveness of its target markets.
Alpha operates a number of share-based incentive schemes. Further information
in relation to these schemes is set out in paragraph 11 of this Announcement,
which describes the proposals Corpay intends to make in respect of the Alpha
Share Plans (including the Subsidiary Schemes), which will be detailed in Rule
15 proposals to be sent to participants in those schemes. Certain of these
schemes provide for awards that are performance-related based on revenue or
profit at the level of the relevant subsidiary or business unit and do not
have automatic change of control provisions that can be triggered by Alpha or
its relevant subsidiary in connection with the Acquisition. The application of
the mechanics of those Subsidiary Schemes, and therefore the economic outcomes
for their participants, are expected to be significantly and adversely
affected from (and including) 2026 onwards by Corpay's intended integration of
the Alpha businesses.
Other than as set out above, Corpay does not expect any material change in the
balance of skills and functions of employees and management of the combined
business.
Following completion of the Acquisition, Corpay will ensure that the existing
contractual and statutory employment rights of Alpha employees are
safeguarded.
All non-executive directors of the Alpha Board have agreed to resign as
directors of Alpha upon completion of the Acquisition and will be paid in lieu
of the notice period under their letter of appointment.
Locations, fixed assets, branding and research and development
Corpay's intention is to maintain Alpha's existing geographies, and it will
work with Alpha as part of the strategic review to assess and optimise the
office footprint, given the overlap between the two companies' locations in
all cities where Alpha is present save for Malta, Frankfurt and Amsterdam
where Corpay does not currently have an office.
It is Corpay's intention to maintain Alpha's headquarters in their two current
London locations. As integration of the two businesses in the UK progresses,
Corpay may decide to combine the three London premises into a single London
office, and any such decision will form a part of Corpay's strategic review.
Corpay has no plans to redeploy the fixed assets of Alpha. Alpha does not
currently have a dedicated research and development function and Corpay has no
plans in this regard.
Existing trading facilities
It is intended that, before the Scheme becomes effective, applications will be
made by Alpha for the cancellation of trading of the Alpha Shares on the
London Stock Exchange, with effect from or shortly after the Effective Date.
Corpay intends to re-register Alpha as a private company under the relevant
provisions of the Companies Act following the Effective Date.
Pension rights
Alpha does not operate any defined benefit pension schemes in respect of its
employees.
Alpha operates defined contribution pension plans in the UK. Corpay does not
intend to make any immediate changes to the agreed employer contribution rates
in relation to such defined contribution pension plans following the Effective
Date, but in the medium term, the plans will be replaced with Corpay defined
contribution pension plans.
Post-offer undertakings
No statement in this paragraph 10 constitutes or is intended to become a
post-offer undertaking under Rule 19.5 of the Code.
11. Alpha Share Plans
Participants in the Alpha Share Plans will be contacted regarding the effect
of the Acquisition on their rights under the Alpha Share Plans, and provided
with further details concerning Corpay's proposals applicable to them in due
course.
Group LTIP (8x) Awards and Founder Pledged Awards
In accordance with the rules of the Group LTIP, unvested outstanding 8x awards
granted under the Group LTIP will accelerate, vest and become exercisable
early (i.e., in advance of the relevant vesting date set out in the Group
LTIP) on the date of the Court sanction, with the extent of such vesting
determined by Alpha's remuneration committee by reference to applicable
performance conditions and with a pro-rating adjustment to allow full vesting
for the 2025 financial year, but no vesting for subsequent years. Any awards
that do not vest will lapse in accordance with the terms of the Group LTIP.
Early vesting will also apply to awards in respect of Pledged Shares which
were granted under the rules of the Group LTIP but which will be satisfied by
the transfer of shares pledged by Morgan Tillbrook (the "Founder Scheme"),
save that such awards held by the Chief Financial Officer and the Chief Risk
Officer of Alpha will be pro-rated for early vesting of ½ of their awards.
Subsidiary Schemes
Participants who hold Subsidiary Shares in Subsidiary Schemes that do not
provide for automatic accelerated vesting in connection with the Acquisition
will receive an offer from Corpay comprising (i) in respect of the portion of
their Subsidiary Shares which would have vested in respect of the 2025
financial year, a cash payment shortly following the Effective Date calculated
based on the applicable performance conditions and hurdles in respect of the
2025 financial year, and (ii) in respect of the portion of their Subsidiary
Shares which would have vested in respect of the 2026 financial year and
onwards, a further cash sum payable in respect of the relevant financial years
following the first anniversary of the Effective Date, subject to continued
employment and customary good leaver protections (the "Retention Payment").
Participants who hold Subsidiary Shares in the Subsidiary Scheme that provides
for accelerated vesting in connection with the Acquisition (being the shares
in Alpha FX Institutional Limited) will receive an offer from Corpay
comprising a single cash payment, calculated based on the applicable
performance conditions in respect of the 2025 to 2027 financial years.
Cash payments to participants in the Subsidiary Schemes as described above
will be subject to, and conditional on, the participant transferring their
Subsidiary Shares for nil or nominal consideration and waiving their rights,
claims and entitlements to, or interests in, the Subsidiary Shares or
entitlements to any further payment in respect of those Subsidiary Shares.
Corpay will provide participants with at least 21 days from the date of the
offer by Corpay (or such longer period as Corpay and Alpha may agree) to
accept such offer. To the extent any participant does not accept Corpay's
offer, they will retain their Subsidiary Shares under the Subsidiary Scheme.
Compensatory Payments
Corpay has agreed that Alpha may make cash payments to (i) key employees
(including executive directors) in respect of the Group LTIP awards that were
scheduled to be granted in June 2025 in the ordinary course that have not yet
been granted and (ii) a small number of other key employees (excluding
executive directors) in respect of the loss of certain share scheme rights.
Maximum Payments
The aggregate value of the cash payments and Alpha Shares that comprises
Corpay's offer in respect of the Group LTIP awards (excluding any awards under
the Founder Scheme), the Subsidiary Schemes (excluding the Retention Payment),
the compensatory payments described above, as well as certain dividend
payments and earnout rights held by certain minority shareholders in
subsidiaries of Alpha, will not exceed £25.5 million. In addition, Corpay's
offer in respect of the Retention Payment will not exceed £5 million. To the
extent that the aggregate amounts exceed such amounts, the payments comprised
in Corpay's offers to the participants in the Alpha Share Plans will be scaled
down.
Founder Scheme
Alpha's founder and former CEO, Morgan Tilbrook, has informed Alpha's
directors that he is minded to establish a cash retention arrangement
following completion of the Acquisition, as a successor to the current Founder
Scheme in place between him and Alpha by which he has irrevocably agreed that
he will satisfy certain share options granted to employees and officers of
Alpha, using a proportion of the proceeds he receives from any Pledged Shares
which will not be required to settle awards under the Founder Scheme. The
details of the arrangement have not yet been finalised but Mr. Tilbrook has
indicated that he expects the retention awards to be made to current
participants in the Founder Scheme broadly pro rata to their participation in
the Founder Scheme. If the arrangement is established, the participants would
include Alpha's Chief Financial Officer and Chief Risk Officer who are both
current participants in the Founder Scheme. Retention awards would be payable
subject to continued employment through to 31 December 2027 (or 12 months
following completion of the Acquisition for Alpha's Chief Financial Officer
and Chief Risk Officer). If any participant resigns or is dismissed for
misconduct before such participant's Payment Condition Date they lose the
entitlement. If a participant leaves employment for any other reason before
such participant's Payment Condition Date, they will be entitled to a
pro-rated payment at the time of their termination (save for Alpha's Chief
Financial Officer and Chief Risk Officer, where, subject to them waiving any
payment in lieu of notice against a corresponding waiver of their notice
periods by Alpha, the payment will be paid in full and not pro-rated).
Dividends
If any dividend and/or other distribution and/or other return of value or
capital is authorised, declared, made or paid or otherwise becomes payable in
respect of any of the Subsidiary Shares to any holders of such Subsidiary
Shares in the period between and including 1 July 2025 and the Effective Date,
to the extent that the aggregate amount of all such dividends and/or other
distributions and/or other returns of value or capital exceeds £1,000,000,
Corpay reserves the right to reduce the entitlements of all participants of
the Alpha Share Plans contemplated by the proposals made to the participants
under Rule 15 of the Code in connection with the Acquisition, provided that:
a) any such reduction of such entitlements will:
(i) be borne by all participants based on their pro rata
holding of all Subsidiary Shares at the relevant time; and
(ii) in aggregate not exceed an amount equal to the aggregate
amount of the excess actually received by the participants or which they are
entitled to receive; and
b) any exercise by Corpay of these rights will:
(iii) be subject to an announcement at the relevant time; and
(iv) not be regarded as constituting any revision or variation
of the terms of the Scheme or of any proposal made pursuant to Rule 15 of the
Code.
12. Financing Arrangements
On 23 July 2025, Corpay entered into a bridge term loan credit agreement with
BOFA Securities, Inc., Barclays Bank plc and JPMorgan Chase Bank, N.A. (the
"Credit Agreement"), pursuant to which a £1,875 million bridge facility is
available to Corpay which may be drawn on to finance the Cash Consideration
payable pursuant to the Acquisition (and to finance costs and expenses in
connection with the Acquisition).
Subject to the conditions of the Credit Agreement, the bridge facility may be
fully or partially repaid through any combination of cash, debt, bank capital
optimisation and non-core divestitures. Corpay expects that the Acquisition
will result in a net debt/EBITDA ratio within a range of 2.2 to 2.8x in Q4
2025.
The Credit Agreement contains an acquisition undertaking which restricts
Corpay from amending, waiving or treating as satisfied any term or condition
of the Acquisition in a manner that would be materially prejudicial to the
interests of the lenders (taken as a whole), other than, in particular, any
amendment or waiver: (i) made with the consent of the required lenders; (ii)
required or requested by the Takeover Panel or the Court or reasonably
determined by Corpay to be necessary or desirable to comply with the
requirement or requests (as applicable) of the Takeover Code, the Takeover
Panel or the Court or any other applicable law, regulation or regulatory body;
(iii) an extension of the period for shareholder acceptance of the Scheme or
Takeover Offer (including by reason of adjournment of any meeting or court
hearing); (iv) required to effect a switch between a Scheme and a Takeover
Offer (or vice versa); or (v) relates to a condition or conditions which
Corpay reasonably considers it would not be entitled to invoke under Rule
13.5(a) of the Code.
In accordance with Rule 2.7(d) of the Takeover Code, Oppenheimer, as financial
adviser to Corpay, is satisfied that sufficient resources are available to
Corpay to satisfy in full the Cash Consideration payable to Alpha Shareholders
under the terms of the Acquisition.
Further information on the financing of the Acquisition will be set out in the
Scheme Document.
13. Shareholders subject to Sanctions
If any Alpha Shares are directly or indirectly owned, held or controlled by a
Sanctioned Person on or after the date of the Announcement: (a) such Alpha
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
shareholder of such Alpha Shares at the Court Meeting or the General Meeting
will not be treated as valid; (c) no shareholder of such Alpha Shares will
receive any Cash Consideration unless and until such payment complies with
Sanctions (including under requisite licenses which may be obtained by Corpay
from a Sanctions Authority); and (d) under the terms of the Acquisition and
the Scheme, with effect on and from the Effective Date, all rights attaching
to such Alpha Shares will cease to be exercisable.
14. Offer-related Arrangements
Amended and Restated Confidentiality Agreement
Corpay and Alpha entered into a confidentiality agreement on 23 July 2025 (the
"Amended and Restated Confidentiality Agreement") in respect of commercial
discussions relating to a proposed acquisition by Corpay of Alpha.
Pursuant to the terms of the Amended and Restated Confidentiality Agreement,
each party is required, among other things, to: (a) keep all confidential
information strictly confidential, (b) use confidential information solely for
the purpose of evaluating, negotiating, advising upon, or implementing the
proposed transaction, and (c) not disclose, copy, reproduce or distribute
confidential information except to authorised recipients who are subject to
equivalent confidentiality obligations (unless disclosure is required by law
or regulation, in which case advance notice of such disclosure must be given
where practicable).
The agreement includes a twelve-month standstill, from 29 May 2025 (being, the
date of the original confidentiality agreement signed by the parties and which
has been terminated), restricting Corpay from acquiring Alpha Shares or making
an offer without Alpha's consent. The standstill ceases to apply upon the
release of this Announcement.
The agreement also contains customary non-solicitation and data protection
provisions.
The agreement is for a term of 24 months from 29 May 2025, is governed by
English law and entitles the disclosing party to seek injunctive or other
equitable relief for any breach.
Co-operation Agreement
On 23 July 2025, Alpha and Corpay entered into the Co-operation Agreement in
relation to the Acquisition.
Pursuant to the Co-operation Agreement, Corpay has agreed to use all
reasonable efforts to satisfy the Conditions at paragraphs 3(a) to 3(f)
(inclusive) of Part A of Appendix I to this Announcement as soon as reasonably
practicable and, in any event, in sufficient time to allow the Effective Date
to occur by the Long Stop Date.
In addition, Corpay and Alpha have both agreed to certain related co-operation
provisions and obligations in relation to the making of filings to Relevant
Authorities in connection with the Acquisition.
The Co-operation Agreement records Alpha and Corpay's current intention to
implement the Acquisition by way of the Scheme and sets out the circumstances
in which Corpay may elect to switch from a Scheme to a Takeover Offer, and the
obligations which would apply to Corpay in such circumstances. The
Co-operation Agreement records Alpha's expectation and intention that the
Court Meeting and General Meeting will be held on 2 September 2025.
Pursuant to the terms of the Co-operation Agreement and the requirements of
paragraph 3(g)(i) of Appendix 7 to the Takeover Code, Corpay undertakes that
it will deliver a notice in writing to Alpha and the Panel on the Business Day
prior to the Court Hearing confirming either: (i) the satisfaction or waiver
of the Conditions (other than the Conditions relating to sanction of the
Scheme by the Court and the filing of a copy of the relevant court order with
the registrar of companies); or (ii) that it intends, to the extent permitted
by the Panel, to invoke or treat as unsatisfied or incapable of satisfaction
one or more conditions.
The Co-operation Agreement also contains provisions that apply in respect of
the Alpha Share Plans and certain other employee-related matters.
The Co-operation Agreement is capable of termination in a number of customary
circumstances, including if the Acquisition is withdrawn or lapses, if the
Acquisition does not complete before the Long Stop Date, at Corpay's election
if the Alpha Directors withdraw or modify their recommendation of the
Acquisition, if there is a competing proposal, if the Scheme is not approved
by Alpha Shareholders or sanctioned by the Court, or otherwise as agreed
between Alpha and Corpay.
Clean Team Agreement
Corpay and Alpha have entered into a clean team agreement dated 26 June 2025
(the Clean Team Agreement) in connection with the Acquisition. The agreement
sets out, among other things, the terms governing the disclosure of
competitively sensitive information between (i) Alpha's clean team individuals
and/or outside advisers; and (ii) Corpay's clean team individuals and/or
outside advisers, and outlines the obligations of all recipients regarding the
permitted use, handling and safeguarding of such information.
Joint Defence Agreement
On 3 July 2025, Alpha, Corpay and their respective external counsel entered
into the Joint Defence Agreement in relation to the Acquisition, the purpose
of which is to ensure that the exchange and/or disclosure of certain materials
relating to the Alpha and Corpay only takes place between their respective
external counsel and external experts, and does not diminish in any way the
confidentiality of such materials and does not result in a waiver of any
privilege, right or immunity that might otherwise be available.
15. Structure of the Acquisition
It is intended that the Acquisition will be effected by means of a
Court-approved scheme of arrangement between Alpha and the Scheme Shareholders
under Part 26 of the Companies Act. The purpose of the Scheme is to provide
for Corpay to become the holder of the entire issued and to be issued ordinary
share capital of Alpha. This is to be achieved by the transfer of the Scheme
Shares to Corpay, in consideration for which the Scheme Shareholders who are
on the register of members of Alpha at the Scheme Record Time will receive
Cash Consideration on the basis set out in paragraph 2 of this Announcement.
The Scheme is subject to the Conditions and further terms set out in Appendix
I to this Announcement and to be set out in the Scheme Document and the Forms
of Proxy and will become Effective only if, among other things, the following
events occur on or before the Long Stop Date or such later date as may be
agreed in writing by Corpay and Alpha (with the Panel's consent and as the
Court may approve (if such approval(s) are required)):
(i) the approval of the Scheme by a majority in number of the
Scheme Shareholders who are present and vote, whether in person or by proxy,
at the Court Meeting and who represent 75% or more in value of the Scheme
Shares voted by those Scheme Shareholders;
(ii) the Special Resolution being duly passed by Alpha
Shareholders representing 75% or more of votes cast at the General Meeting;
(iii) the approval of the Scheme by the Court (with or without
modification but subject to any modification being on terms acceptable to
Alpha and Corpay); and
(iv) the delivery of a copy of the Court Order to the Registrar of
Companies.
The Scheme will also be subject to the Conditions and further terms set out in
Appendix I to this announcement (in particular, the Condition set out in
paragraph 3(a) of Part A of Appendix I to this announcement) and to the full
terms and conditions to be set out in the Scheme Document.
The Scheme will lapse if:
· the Court Meeting and the General Meeting are not
held by the 22nd day after the expected date of such meetings as will be set
out in the Scheme Document (or such later date as may be agreed between Corpay
and Alpha, with the Panel's consent if required);
· the Court Hearing is not held on or before the 18th
Business Day after:
(i) if Corpay has notified Alpha before the Court Hearing that
it is aware of another Authorisation being required to satisfy the Regulatory
Condition in paragraph 3(f) of Part A of Appendix I to this Announcement, and
that Corpay intends to seek such Authorisation, all of the Regulatory
Conditions and the Regulatory Condition in paragraph 3(f) (in respect of such
additional Authorisation) of Part A of Appendix I to this Announcement have
been satisfied or waived; or
(ii) if Corpay has not notified Alpha under subparagraph
(a) above, all of the Regulatory Conditions in paragraph 3 (a) to 3(e) of
Part A of Appendix I to this Announcement have been satisfied or waived,
or, in each case, such later date as may be agreed in writing between the
parties with the consent of the Panel and the approval of the Court (if such
approval(s) are required); or
· the Scheme does not become Effective by the Long Stop
Date,
provided however that the deadlines for the timing of the Court Meeting, the
General Meeting and the Court Hearing to approve the Scheme as set out above
may be waived by Corpay, and the deadline for the Scheme to become Effective
may be extended by agreement between Alpha and Corpay (with the Panel's
consent and as the Court may approve (if such consent and/or approval is
required)).
Upon the Scheme becoming Effective, it will be binding on all Alpha
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting (and if they attended and voted, whether
or not they voted in favour).
In the context of a takeover implemented by way of a scheme of arrangement, it
is customary for the offeree company's articles of association to be amended
to provide for the automatic and compulsory transfer to the offeror (with
guaranteed liquidity for the person to whom those shares are issued). One of
the purposes of the Special Resolution, if approved at the General Meeting, is
to amend Alpha's articles of association to provide Corpay with the right to
require any Alpha Shares issued or transferred following the Scheme Record
Time (to any person other than Corpay) to be compulsorily transferred to
Corpay. Such transfer would be for the same consideration as was payable under
the Acquisition. Pursuant to such amendment, any Alpha Shares issued or
transferred after the Scheme Record Time to any person other than Corpay would
be capable of transfer only to Corpay (or as it may direct) and such transfer
would take place only if and when determined by Corpay at its sole discretion
(for an amount equal to the Cash Consideration for each such Alpha Share). As
a consequence, there would be no certainty that any such Alpha Shares will be
transferred to Corpay or at all and any holder thereof (other than Corpay)
might have no facility to achieve any liquidity or exit for such Alpha Shares.
Corpay has required that it is a term of the Acquisition that Alpha proposes
the Special Resolution in the terms described above.
Further details of the Scheme, including an indicative timetable for its
implementation, will be set out in the Scheme Document, which will specify the
necessary actions to be taken by Alpha Shareholders. It is Alpha's expectation
and intention that the Court Meeting and General Meeting will be held on 2
September 2025. The Scheme Document and Forms of Proxy will be posted to all
Alpha Shareholders and, for information only, to persons with information
rights and to holders of options granted under the Alpha Share Plans as soon
as practicable, at no charge to them. Subject, among other things, to the
satisfaction or, if applicable, waiver of the Conditions, it is expected that
the Scheme will become Effective during the fourth quarter of 2025.
Corpay reserves the right to elect (subject to the terms of the Co-operation
Agreement and the Takeover Code and with the consent of the Panel, if
required) to implement the Acquisition by way of a Takeover Offer, as an
alternative to the Scheme. In such an event, a Takeover Offer will be
implemented on substantially the same terms, so far as applicable, as those
which would apply to the Scheme (subject to appropriate amendments, including,
if permitted by (i) the terms of the Co-operation Agreement, (ii) the Takeover
Code, and (iii) the Panel, an acceptance condition set, subject to the consent
of the Panel, at either (x) 90% of the Alpha Shares to which such offer
relates or (y) such lesser percentage, being at least 75% of the Alpha Shares
to which such offer relates, as Corpay may (with the consent of the Panel) in
its sole discretion determine, provided that, if Corpay (with the consent of
the Panel) sets an acceptance condition at less than 75% of the shares to
which such offer relates, the prior approval of Alpha shall also be required).
If the Acquisition is effected by way of a Takeover Offer and such Takeover
Offer becomes or is declared unconditional in all respects and sufficient
acceptances are received, Corpay intends to: (i) make a request to the FCA to
cancel the listing of the Alpha Shares from the Official List; (ii) apply to
the London Stock Exchange for the cancellation of trading of the Alpha Shares
on the main market of the London Stock Exchange; and (iii) exercise its
rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act to
acquire compulsorily the remaining Alpha Shares in respect of which the
Takeover Offer has not been accepted.
16. Dividends
If any dividend and/or other distribution and/or other return of value or
capital is authorised, declared, made or paid or becomes payable in respect of
Alpha Shares on or after the date of this Announcement, Corpay reserves the
right to reduce the Acquisition Price by the aggregate amount of such dividend
and/or other distribution and/or other return of value or capital in which
case the relevant eligible Alpha Shareholders will be entitled to receive and
retain such dividend and/or distribution and/or other return of value or
capital.
If any such dividend and/or other distribution and/or other return of value or
capital is authorised, declared, made or paid or becomes payable in respect of
Alpha Shares on or after the date of this Announcement and Corpay exercises
its rights described above, any reference in this Announcement to the
Acquisition Price and/or the Cash Consideration will be deemed to be a
reference to the consideration as so reduced. Any exercise by Corpay of its
rights referred to in this paragraph will be the subject of an announcement
and, for the avoidance of doubt, will not be regarded as constituting any
revision or variation of the terms of the Scheme.
17. Delisting and re-registration
Before the Scheme becomes Effective, it is intended that an application will
be made to the FCA and the London Stock Exchange to cancel, subject to the
Acquisition becoming Effective, the listing of Alpha Shares on the Official
List and the trading of Alpha Shares on the main market of the London Stock
Exchange respectively, in each case, with effect from or shortly following the
Effective Date.
The last day of dealings in Alpha Shares on the main market of the London
Stock Exchange is expected to be the Business Day immediately prior to the
Effective Date and no transfers shall be registered after 6.00 p.m. on that
date.
If the Acquisition is effected by way of a Takeover Offer, it is anticipated
that the cancellation of Alpha's listing on the Official List and admission to
trading on the main market of the London Stock Exchange will take effect no
earlier than 20 Business Days following the date on which the Takeover Offer
becomes or is declared unconditional provided Corpay has obtained 75% or more
of the voting rights of Alpha.
On the Effective Date, share certificates in respect of Alpha Shares shall
cease to be valid and entitlements to Alpha Shares held within the CREST
system shall be cancelled. Alpha Shareholders will be required to return share
certificates to Alpha or destroy them following the Effective Date.
It is also intended that, as soon as practicable after the Effective Date,
Alpha will be re-registered as a private company under the relevant provisions
of the Companies Act.
18. Disclosure of interests in Alpha
Save in respect of the irrevocable undertakings referred to in paragraph 6
above, as at the close of business on the Latest Practicable Date, neither
Corpay, nor any of its directors nor, so far as Corpay is aware, any person
acting in concert (within the meaning of the Takeover Code) with Corpay has:
(i) any interest in or right to subscribe for any relevant securities of
Alpha; (ii) any short positions in respect of relevant securities of Alpha
(whether conditional or absolute and whether in the money or otherwise),
including any short position under a derivative, any agreement to sell or any
delivery obligation or right to require another person to purchase or take
delivery; (iii) any dealing arrangement of the kind referred to in Note 11 on
the definition of acting in concert in the Takeover Code, in relation to the
relevant securities of Alpha; nor (iv) borrowed or lent any relevant
securities of Alpha (including, for these purposes, any financial collateral
arrangements of the kind referred to in Note 3 on Rule 4.6 of the Takeover
Code).
"relevant securities of Alpha" means Alpha Shares or securities convertible or
exchangeable into Alpha Shares.
"interests in securities" for these purposes arise, in summary, when a person
has long economic exposure, whether absolute or conditional, to changes in the
price of securities (and a person who only has a short position in securities
is not treated as interested in those securities). In particular, a person
will be treated as having an "interest" by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to purchase,
option in respect of, or derivative referenced to, securities.
19. General
The Acquisition will be subject to the Conditions and further terms set out in
Appendix I to this Announcement and to be set out in the Scheme Document. The
bases and sources of certain financial information contained in this
Announcement are set out in Appendix II to this Announcement. A summary of the
irrevocable undertakings given in relation to the Acquisition is contained in
Appendix III to this Announcement. Certain terms used in this Announcement are
defined in Appendix IV to this Announcement.
The Acquisition is governed by the laws of England and Wales and is subject to
the jurisdiction of the English courts. The Acquisition will be subject to the
applicable requirements of the Takeover Code, the Panel, the London Stock
Exchange and the Financial Conduct Authority.
Oppenheimer, Peel Hunt and Centerview have each given and not withdrawn their
consent to the publication of this Announcement with the inclusion herein of
the references to their names in the form and context in which they appear.
20. Documents available on website
Copies of the following documents will be made available, subject to certain
restrictions relating to persons residing in Restricted Jurisdictions, on
Alpha's website at www.alphagroup.com and Corpay's website at www.corpay.com
until the end of the Acquisition:
· this Announcement;
· the irrevocable undertakings referred to in paragraph
6 above and summarised in Appendix III to this Announcement; and
· the Amended and Restated Confidentiality Agreement;
· the Joint Defence Agreement;
· the Clean Team Agreement;
· the Co-operation Agreement;
· the Financing Documents; and
· the consents from financial advisers to being named
in this Announcement.
Neither the contents of the websites referred to in this Announcement nor the
contents of any website accessible from hyperlinks is incorporated in, or
forms part of, this Announcement.
The Acquisition will be subject to the Conditions and further terms set out in
Appendix I to this Announcement and to the full terms and conditions which
will be set out in the Scheme Document. Appendix II to this Announcement
contains the sources of information and bases of calculations of certain
information contained in this summary and this Announcement. Appendix III to
this Announcement contains a summary of the irrevocable undertakings received
in relation to this Acquisition and Appendix IV to this Announcement contains
definitions of certain expressions used in this summary and 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.
Inside Information
This Announcement contains inside information as defined in the UK version of
the Market Abuse Regulation (EU) No.596/2014, which is part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of
this Announcement via a Regulatory Information Service, such inside
information will be considered to be in the public domain. The person
responsible for the release of this announcement on behalf of Corpay is Daniel
Fishbein (General Counsel) and the person responsible for the release of this
announcement on behalf of Alpha is Tim Powell (Chief Financial Officer).
Important Notice
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 another other matters 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.
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 Takeover 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.
Alpha will prepare the Scheme Document (or, if applicable, Corpay will prepare
the offer document) to be distributed to Alpha Shareholders. Alpha and Corpay
urge Alpha Shareholders to read the Scheme Document (or, if applicable, the
offer document) when it becomes available because it will contain important
information relating to the Acquisition.
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 Takeover 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 Takeover Code, the Panel, the London Stock Exchange, the
Financial Conduct Authority and the Listing Rules.
Further details in relation to Overseas Shareholders will be contained in the
Scheme Document (or, if applicable, the offer document).
Shareholders subject to Sanctions
If any Alpha Shares are directly or indirectly owned, held or controlled by a
Sanctioned Person on or after the date of the Announcement: (a) such Alpha
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
shareholder of such Alpha Shares at the Court Meeting or the General Meeting
will not be treated as valid; (c) no shareholder of such Alpha Shares will
receive any Cash Consideration unless and until such payment complies with
Sanctions (including under requisite licenses which may be obtained by Corpay
from a Sanctions Authority); and (d) under the terms of the Acquisition and
the Scheme, with effect on and from the Effective Date, all rights attaching
to such Alpha 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 this Announcement and the
Scheme documentation (or, if the Acquisition is to be implemented by way of a
Takeover Offer, the documents to be sent to Alpha Shareholders which will
contain the terms and conditions of such Takeover Offer) has been or will have
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
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 Takeover 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 (http://www.londonstockexchange.com) .
In accordance with the Takeover 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 Takeover Code will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com (http://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 the
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 December 31, 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 Benefits 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 Takeover Code
Under Rule 8.3(a) of the Takeover 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 Takeover 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 Takeover Code to comply with Rule 2.11(c) of the Takeover 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 Takeover Code will be made available subject to certain restrictions
relating to persons resident in Restricted Jurisdictions on Alpha's website at
www.alphagroup.com and Corpay's website at www.corpay.com by no later than 12
noon (London time) on 24 July 2025. 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 document 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.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE ACQUISITION
Part A: Conditions to the Scheme and the Acquisition
1. The Acquisition will be conditional upon the Scheme becoming
unconditional and Effective in accordance with its terms, subject to the
Takeover Code, by not later than 11:59 p.m. on the Long Stop Date.
Scheme approval
2. The Scheme becoming Effective will be conditional on:
a)
(i) approval of the Scheme at the Court Meeting (and at any
separate class meeting that may be required) by a majority in number of the
Scheme Shareholders (or the relevant class or classes thereof, if applicable)
present, entitled to vote and voting, either in person or by proxy,
representing 75% or more in value of the Scheme Shares held by those Scheme
Shareholders; and
(ii) such Court Meeting (and any separate class meeting which
may be required by the Court) or any adjournment of any such Court Meeting
being held on or before the 22nd day after the expected date of the meeting as
set out in the Scheme Document (or such later date, if any, (A) as may be
agreed by Corpay and Alpha; or (B) (in a competitive situation) as may be
specified by Alpha with the consent of the Panel, and in each case with the
approval of the Court if such approval is required);
b)
(i) all resolutions in connection with or required to approve
and implement the Scheme as set out in the notice of the General Meeting
(including, without limitation, the Special Resolution) being duly passed by
the requisite majority or majorities at the General Meeting; and
(ii) such General Meeting or any adjournment of such General
Meeting being held on or before the 22nd day after the expected date of the
meeting as set out in the Scheme Document (or such later date, if any, (A) as
may be agreed by Corpay and Alpha, or (B) (in a competitive situation) as may
be specified by Alpha with the consent of the Panel, and in each case with the
approval of the Court if such approval is required); and
c)
(i) the sanction of the Scheme by the Court (without
modification or with modification on terms acceptable to Alpha and Corpay) and
the delivery of a copy of the Court Order to the Registrar of Companies; and
(ii) the Court Hearing being held on or before the 18th
Business Day after:
a. if Corpay has notified Alpha before the Court Hearing that it is aware
of another Authorisation being required to satisfy the Regulatory Condition in
paragraph 3(f) of Part A of Appendix I to this Announcement, and that Corpay
intends to seek such Authorisation, all of the Regulatory Conditions in
paragraphs 3(a) to 3(e) of Part A of Appendix I and the Regulatory Condition
in paragraph 3(f) (with respect to such additional Authorisation) of Part A of
Appendix I to this Announcement have been satisfied or waived; or
b. if Corpay has not notified Alpha under subparagraph (a) above, all
of the Regulatory Conditions in paragraph 3 (a) to 3(e) of Part A of Appendix
I to this Announcement have been satisfied or waived,
or, in each case, such later date as may be agreed in writing between the
parties with the consent of the Panel and the approval of the Court (if such
approval(s) are required).
3. In addition, subject as stated in Part B below and to the
requirements of the Panel, Corpay and Alpha have agreed that the Acquisition
will be conditional upon the following Conditions and, accordingly, the
necessary actions to make the Scheme Effective will not be taken unless such
Conditions (as amended, if appropriate) have been satisfied or, where
relevant, waived:
Regulatory Approvals
FCA change in control
a) the FCA:
(i) having given notice in writing in accordance with section
189(4)(a) of FSMA that it has determined to approve unconditionally (and such
approval being in full effect); or
(ii) having given notice in writing in accordance with
sections 189(4)(b)(i) and (7) of FSMA that it has determined to approve
subject to conditions that are satisfactory to Corpay, acting reasonably (and
such approval being in full effect); or
(iii) being treated, by virtue of section 189(6) of FSMA, as
having approved,
the acquisition or increase of "control" for the purposes of Part XII of FSMA
(amended, as applicable, by the EMRs) by Corpay and any other person over each
member of the Wider Alpha Group which is a UK authorised person (as defined in
section 191G(1) of FSMA) or an electronic money institution (as defined in
regulation 2 of the EMRs) (or both) which will arise from the successful
completion of the Acquisition;
MFSA change in control
b) the MFSA having given notice in writing in accordance with
Article 9(1) of the Financial Institutions Act, Chapter 376 of the laws of
Malta confirming that:
(i) it has no objection or that it has approved without
conditions (and such approval being in full effect); or
(ii) it has approved with conditions that are satisfactory to
Corpay, acting reasonably, in respect of the Acquisition (and such approval
being in full effect); and
c) the MFSA:
(i) having given notice in writing in accordance with Article
10(1) of the Investment Services Act, Chapter 370 of the laws of Malta
confirming that it has no objection or that it has approved without conditions
(and such approval being in full effect);
(ii) having given notice in writing in accordance with Article
10(1) of the Investment Services Act, Chapter 370 of the laws of Malta
confirming that it has approved with conditions that are satisfactory to
Corpay, acting reasonably (and such approval being in full effect); or
(iii) not refusing the proposed acquisition in writing within
the statutory assessment period and as a result the application being deemed
complete in accordance with Article 10(11) of the Investment Services Act,
in respect of the Acquisition.
Bank of Canada re-registration
d) if the Bank of Canada has:
(i) approved the registration of Alpha FX Limited as a payment
service provider pursuant to the Retail Payment Activities Act (Canada) (the
"RPAA"); or
(ii) indicated to Alpha and/or Corpay that Alpha FX Limited
will be registered as a payment service provider pursuant to the RPAA prior to
the expected date for the Effective Date as set out in the Scheme Document
(and the Bank of Canada has not subsequently withdrawn or modified such
indication),
the Bank of Canada having approved in writing the re-registration of Alpha FX
Limited or having confirmed that the re-registration of Alpha FX Limited is
not required pursuant to Section 24 of the RPAA;
Italian foreign direct investment approval
e) receipt of the Italian FDI Authorisation on terms that are
satisfactory to Corpay, acting reasonably;
Other notifications, waiting periods and Authorisations
f) excluding the regulatory matters in the Conditions at
paragraphs 3(a) to (e) (inclusive) of Part A of this Appendix I:
(i) all notifications, filings or applications which are
necessary under applicable law or regulation of any relevant jurisdiction
having been made in connection with the Acquisition;
(ii) all necessary waiting periods (including any extensions
thereof) under any applicable law or regulation of any relevant jurisdiction
having expired, lapsed or been terminated (as appropriate); and
(iii) all applicable statutory and regulatory obligations in any
jurisdiction having been complied with in each case in respect of the
Acquisition and all Authorisations necessary or appropriate in any
jurisdiction for or in respect of the Acquisition (including, without
limitation, its implementation and financing or the proposed direct or
indirect acquisition of any shares or other securities in, or control of,
Alpha or any member of the Wider Alpha Group by Corpay) and, except pursuant
to Chapter 3 of Part 28 of the Companies Act, the acquisition of any shares or
other securities in, or control or management of, Alpha or any other member of
the Wider Alpha Group by any member of the Wider Corpay Group having been
obtained in terms reasonably satisfactory to Corpay from all necessary Third
Parties or (without prejudice to the generality of the foregoing) from any
persons or bodies with whom any member of the Wider Alpha Group or the Wider
Corpay Group has entered into contractual arrangements and all such
Authorisations necessary to carry on the business of any member of the Wider
Alpha Group in any jurisdiction having been obtained and all such
Authorisations remaining in full force and effect at the time at which the
Acquisition becomes Effective or otherwise wholly unconditional and there
being no notice or intimation of an intention to revoke, suspend, restrict,
modify or not to renew such Authorisations,
g) other than with the prior written consent or the agreement
of Corpay, no member of the Wider Alpha Group having taken (or agreed or
proposed to take) any action that requires, or would require, the consent of
the Panel or the approval of Alpha Shareholders in accordance with, or as
contemplated by, Rule 21.1 of the Takeover Code;
General regulatory
h) excluding the regulatory matters in the Conditions at
paragraphs 3(a) to (e) (inclusive) of Part A of this Appendix I, no Third
Party having given notice of a decision or a proposal to take, institute,
implement or threaten any action, proceeding, suit, investigation, enquiry or
reference (and in each case, not having withdrawn the same), or having
required any action to be taken or otherwise having done anything or taken any
steps, or having enacted or made or proposed to enact or make any statute,
regulation, decision, order or change to published practice (and, in each
case, not having withdrawn the same) and there not continuing to be
outstanding any statute, regulation, decision or order which would or might
reasonably be expected to:
(i) require, prevent or materially delay the divestiture or
alter the terms envisaged for such divestiture by any member of the Wider
Corpay Group or by any member of the Wider Alpha Group of all or any part of
their respective businesses, assets or property or impose any limitation on
the ability of all or any of them to conduct their respective businesses (or
any part thereof) or to own, control or manage any of their assets or
properties (or any part thereof) which, in any such case, is material in the
context of the Wider Corpay Group or the Wider Alpha Group in either case
taken as a whole or in the context of the Acquisition;
(ii) except pursuant to Chapter 3 of Part 28 of the Companies
Act, require any member of the Wider Corpay Group or the Wider Alpha Group to
acquire or offer to acquire a material number of shares, other securities (or
the equivalent) or interest in any member of the Wider Alpha Group or any
asset owned by any third party (other than Scheme Shares in the implementation
of the Acquisition);
(iii) impose any limitation on, or result in a material delay
in, the ability of any member of the Wider Corpay Group directly or indirectly
to acquire, hold or to exercise effectively all or any rights of ownership in
respect of shares or other securities in or loans to any member of the Wider
Corpay Group or on the ability of any member of the Wider Alpha Group or any
member of the Wider Corpay Group directly or indirectly to hold or exercise
effectively all or any rights of ownership in respect of shares or other
securities (or the equivalent) in, or to exercise voting or management control
over, any member of the Wider Alpha Group;
(iv) otherwise materially adversely affect any or all of the
business, assets, prospects or profits of any member of the Wider Alpha Group
or the Wider Corpay Group;
(v) result in any member of the Wider Alpha Group ceasing to be
able to carry on business under any name under which it presently carries on
business to an extent which is material in the context of the Wider Alpha
Group taken as a whole or in the context of the Acquisition (as the case may
be);
(vi) make the Acquisition, or any aspect of the Acquisition, its
implementation or the acquisition of any shares or other securities in, or
control or management of, Alpha by any member of the Wider Corpay Group void,
unenforceable and/or illegal under the laws of any relevant jurisdiction, or
otherwise directly or indirectly materially prevent or prohibit, restrict,
restrain, or delay or otherwise materially interfere with the implementation
of, or impose additional materially adverse conditions or obligations with
respect to, or otherwise materially challenge, impede, interfere or require
material amendment of the Acquisition or the acquisition of any shares or
other securities in, or control or management of, Alpha by any member of the
Wider Corpay Group;
(vii) require, prevent or materially delay a divestiture by any
member of the Wider Corpay Group of any shares or other securities (or the
equivalent) in any member of the Wider Alpha Group or any member of the Wider
Corpay Group; or
(viii) impose any material limitation on the ability of any member
of the Wider Corpay Group or any member of the Wider Alpha Group to conduct,
integrate or co-ordinate all or any part of its business with all or any part
of the business of any other member of the Wider Corpay Group and/or the Wider
Alpha Group in a manner which is adverse to the Wider Alpha Group taken as a
whole or the Wider Corpay Group taken as a whole or in the context of the
Acquisition (as the case may be),
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could institute, implement or
threaten any such action, proceeding, suit, investigation, enquiry or
reference or take any other step under the laws of any relevant jurisdiction
in respect of the Acquisition or the acquisition of any Alpha Shares or of
management or voting control of Alpha or any member of the Wider Alpha Group
or otherwise intervene having expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement, agreement, etc.
i) except as Disclosed, there being (i) no provision in any
arrangement, agreement, lease, licence, franchise, permit or other instrument
to which any member of the Wider Alpha Group is a party or to which any such
member or any of its assets is or may be bound or subject; or (ii) no event or
circumstance which, as a consequence of the Acquisition or the acquisition or
the proposed acquisition by any member of the Wider Corpay Group of any shares
or other securities in Alpha or because of a change in the control or
management of any member of the Wider Alpha Group or otherwise, could or might
reasonably be expected to result in, in each case to an extent which is
material in the context of the Wider Alpha Group taken as a whole or material
in the context of the Acquisition:
(i) any monies borrowed by, or any other indebtedness, actual
or contingent, of, or any grant available to, any such member of the Wider
Alpha Group being or becoming repayable, or capable of being declared
repayable, immediately or prior to its or their stated maturity date or
repayment date, or the ability of any such member to borrow monies or incur
any indebtedness being withdrawn or inhibited or being capable of becoming or
being withdrawn or inhibited;
(ii) the creation or enforcement of any mortgage, charge,
encumbrance or other security interest over the whole or any part of the
business, property or assets of any member of the Wider Alpha Group or any
such mortgage, charge, encumbrance or other security interest (wherever or
wherever created, arising or having arisen) becoming enforceable or being
enforced;
(iii) any assets of any such member being disposed of or charged
or ceasing to be available to any such member, or any right arising under
which any asset could be required to be disposed of or charged or could cease
to be available to any such member other than in the ordinary course of
business;
(iv) any obligation to obtain or acquire any licence,
permission, approval, clearance, permit, notice, consent, authorisation,
waiver, grant, concession, agreement, certificate, exemption order or
registration from any Third Party;
(v) any arrangement, agreement, lease, licence, permit,
permission, approval, clearance, notice, consent, authorisation, waiver,
grant, concession, certificate, exemption order or registration or other
instrument being terminated or becoming capable of being terminated or
adversely modified or the rights, liabilities, obligations or interests of any
member of the Wider Alpha Group being adversely modified or adversely affected
or any adverse obligation or liability arising or any adverse action being
taken or arising thereunder;
(vi) any liability of any member of the Wider Alpha Group to
make any severance, termination, bonus or other payment to any of its
directors or other officers;
(vii) the rights, liabilities, obligations, interests or business
of any member of the Wider Alpha Group under any such arrangement, agreement,
licence, permit, lease or instrument or the interests or business of any
member of the Wider Alpha Group in or with any other person or body or firm or
company (or any arrangement or arrangement relating to any such interests or
business) being or becoming capable of being terminated, or adversely modified
or affected or any onerous obligation or liability arising or any adverse
action being taken thereunder;
(viii) any member of the Wider Alpha Group ceasing to be able to
carry on business under any name under which it presently carries on business;
(ix) the creation or acceleration of any liability to taxation
or an adverse effect on the tax position of any member of the Wider Alpha
Group;
(x) the value of, or the financial or trading position of, any
member of the Wider Alpha Group being prejudiced or adversely affected;
(xi) any assets or interests of any member of the Wider Alpha
Group being or falling to be disposed of or charged or any right arising under
which any such asset or interest could be required to be disposed of or
charged or could cease to be available to any member of the Wider Alpha Group;
or
(xii) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider Alpha Group other than trade creditors
or other liabilities incurred in the ordinary course of business or in
connection with the Acquisition,
and no event having occurred which, under any provision in any such
arrangement, agreement, licence, permit, franchise, lease or other instrument
to which any member of the Wider Alpha Group is a party or to which any such
member or any of its assets are bound or subject, would or could reasonably be
expected to result in any of the events or circumstances as are referred to in
Conditions (i)(i) to (xii) (inclusive);
j) except as Disclosed, no member of the Wider Alpha Group
having:
(i) entered into any agreement, contract, transaction,
arrangement or commitment or terminated or varied the terms of any agreement
or arrangement (other than in the ordinary course of business);
(ii) entered into any contract, transaction or arrangement
which would be restrictive on the business of any member of the Wider Alpha
Group or the Wider Corpay Group or which is or could involve obligations which
would or might reasonably be expected to be so restrictive; or
(iii) entered into, implemented or authorised the entry into,
any joint venture, asset or profit sharing agreement, partnership or merger of
business or corporate entities,
and which in any such case is material in the context of the Wider Alpha Group
taken as a whole or in the context of the Acquisition.
Certain events occurring since the Accounts Date:
k) except as Disclosed, no member of the Wider Alpha Group
having since the Accounts Date:
(i) save pursuant to the exercise of options or vesting of
awards granted under the Alpha Share Plans, or the grant of options or awards
in the ordinary course in accordance with normal practice under the Alpha
Share Plans, with the prior written consent of the Panel and Corpay:
I. issued, proposed or agreed to issue, or authorised or
announced its intention to authorise or propose the issue, of, additional
shares of any class, or securities or securities convertible into, or
exchangeable for, or rights, warrants or options to subscribe for or acquire,
any such shares, securities or convertible securities (except, where relevant,
as between Alpha and wholly-owned subsidiaries of Alpha or between the
wholly-owned subsidiaries of Alpha); or
II. transferred or sold or agreed to transfer or sell or
authorised the transfer or sale of Alpha Shares or any other shares or
securities (except, where relevant, as between Alpha and wholly-owned
subsidiaries of Alpha or between the wholly-owned subsidiaries of Alpha); or
III. redeemed, purchased or reduced any part of its share
capital or sold or transferred or agreed to transfer or sell or authorised the
transfer or sale of any Alpha Shares held by Alpha as treasury shares;
(ii) recommended, declared, paid or made, or proposed to
recommend declare, pay or make any bonus, dividend or other distribution
(whether payable in cash or otherwise) or any return of value or capital,
other than dividends (or other distributions, whether payable in cash or
otherwise) or any return of value or capital lawfully paid or made (x) by any
wholly-owned subsidiary of Alpha to Alpha or any of its wholly-owned
subsidiaries, or (y) to employee shareholders in respect of Subsidiary Shares
in the ordinary course of business up to an aggregate amount of £1,000,000
between and including 1 July 2025 and the Effective Date;
(iii) save to the extent that there is no change to the pro rata
interests held by Alpha and its wholly-owned subsidiaries, effected or
authorised, proposed or announced its intention to propose any change in its
share or loan capital (or equivalent thereof);
(iv) save as between Alpha and its wholly-owned subsidiaries, or
between such wholly-owned subsidiaries, purchased, redeemed or repaid or
announced any proposal to purchase, redeem or repay any of its own shares or
other securities or reduced its share capital;
(v) proposed or agreed to provide or modify the terms of any
share option scheme (including the Alpha Share Plans), incentive scheme or
other benefit relating to the employment or termination of employment of any
person employed by the Wider Alpha Group;
(vi) save as between Alpha and its wholly-owned subsidiaries or
in accordance with the Alpha Share Plans in the ordinary course and consistent
with past practice, implemented, effected or authorised, proposed or announced
its intention to propose any merger, demerger, reconstruction, arrangement,
amalgamation, commitment or scheme or any acquisition or disposal or transfer
of assets, shares or loan capital (or the equivalent thereof) or any right,
title or interest in any assets, shares or loan capital (or the equivalent
thereof) or other transaction or arrangement in respect of itself or another
member of the Wider Alpha Group;
(vii) save as between Alpha and its wholly-owned subsidiaries,
acquired or disposed of or transferred or mortgaged, charged or encumbered any
assets or shares or any right, title or interest in any assets or shares or
entered into, varied or terminated or authorised, proposed or announced its
intention to enter into, vary, terminate or authorise any agreement,
arrangement, contract, transaction or commitment (other than in the ordinary
course of business) which is of a loss-making, long-term or unusual or onerous
nature or magnitude, or which involves an obligation of such a nature or
magnitude, in each case which is material in the context of the Wider Alpha
Group taken as a whole or in the context of the Acquisition;
(viii) exercised any pre-emption rights, or any similar rights that
allow any member of the Wider Alpha Group to subscribe for, or acquire, shares
in any other person;
(ix) issued or authorised or proposed the issue of or made any
change in or to any debentures (other than in the ordinary course of business)
or, save as between Alpha and its wholly-owned subsidiaries, incurred or
materially increased any indebtedness or liability, actual or contingent;
(x) made, or announced any proposal to make, any material change
or addition which is material in the context of the Wider Alpha Group as a
whole to any retirement, death or disability benefit or any other
employment-related benefit (including, but not limited to, bonuses, retention
arrangements or share incentive schemes or other benefit relating to the
employment or termination of employment of any employee of the Wider Alpha
Group) of or in respect of any of its directors, employees, former directors
or former employees;
(xi) except in relation to changes made or agreed to be made as
required by applicable legislation or other laws or changes to legislation or
other laws, having made or agreed or consented to any material change to:
I. the terms of the trust deeds or other documentation
constituting and/or governing the pension scheme(s) (or other arrangements for
the provision of retirement benefits) established by any member of the Wider
Alpha Group for its directors, employees or their dependents;
II. the contributions payable to any such pension scheme(s)
or other retirement benefit arrangements or the benefits which accrue or the
retirement benefits which are payable thereunder;
III. the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or determined; or
IV. the basis upon which the liabilities (including pensions or
other retirement or death benefits) of such pension schemes or other
retirement benefit arrangements are funded, valued or made;
(xii) save as between Alpha and its wholly-owned subsidiaries,
granted any lease or third party rights in respect of any of the leasehold or
freehold property owned or occupied by it or transferred or otherwise disposed
of any such property entered into or varied;
(xiii) made any offer (which remains open for acceptance) to enter
into or vary the terms of any service agreement, commitment or arrangement
with any director or senior executive of Alpha or any director or senior
executive of the Wider Alpha Group;
(xiv) taken any action which results in the creation or acceleration
of any tax liability for any member of the Wider Alpha Group which is material
in the context of the Wider Alpha Group taken as a whole or in the context of
the Acquisition;
(xv) made any amendment to its memorandum or articles of
association;
(xvi) waived, compromised or settled any claim or authorised any
such waiver or compromise, save in the ordinary course of business, which is
material in the context of the Wider Alpha Group taken as a whole or material
in the context of the Acquisition;
(xvii) been unable or admitted that it is unable to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business or proposed or entered into any composition
or voluntary arrangement with its creditors (or any class of them) or the
filing at court of documentation in order to obtain a moratorium prior to a
voluntary arrangement or, by reason of actual or anticipated financial
difficulties, commenced negotiations with one or more of its creditors with a
view to rescheduling any of its indebtedness;
(xviii) taken or proposed any corporate action or had any steps taken or
had any legal proceedings started or threatened against it for its winding-up
(voluntary or otherwise), dissolution, striking-off or reorganisation or for
the appointment of a receiver, administrator (including the filing of any
administration application, notice of intention to appoint an administrator or
notice of appointment of an administrator), administrative receiver, trustee
or similar officer of all or any material part of its assets or revenues or
for any analogous proceedings or steps in any jurisdiction or for the
appointment of any analogous person in any jurisdiction;
(xix) taken, entered into or had started or threatened against it in
a jurisdiction outside England and Wales any form of insolvency proceeding or
event similar or analogous to any of the events referred to in Conditions
(k)(xvii) and (xviii) above; or
(xx) agreed to enter into or entered into an agreement or
arrangement or commitment or passed any resolution or announced any intention
or made any offer (which remains open to acceptance) with respect to any of
the transactions, matters or events referred to in this Condition (k);
and in this Condition (k), the phrase "wholly-owned subsidiary of Alpha" shall
mean any subsidiary of Alpha in which all or a majority of the shares are held
by Alpha or any of its subsidiaries, with any remaining shares held by
employees of Alpha or any of its subsidiaries ("Employee Shareholders") (and
"wholly-owned subsidiaries of Alpha" shall be construed accordingly) provided
that, other than in Condition (k)(ii)(y) (and subject to the limitation set
out therein), references to transactions and other actions and arrangements
between wholly-owned subsidiaries of Alpha do not include any dividend or
other distribution, or any transfer or return or attribution of assets,
rights, value or capital, arising from or in connection with the entering into
or the completion or implementation of such transaction, action or arrangement
to any Employee Shareholders.
No adverse change, litigation, regulatory enquiry or similar
l) except as Disclosed there having been since the Accounts
Date:
(i) no adverse change and no circumstance having arisen which
would or might reasonably be expected to result in any adverse change in, the
business, assets, financial or trading position or profits or prospects or
operational performance of any member of the Wider Alpha Group which is
material in the context of the Wider Alpha Group taken as a whole or is
material in the context of the Acquisition;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings having been threatened, announced or instituted by or
against or remaining outstanding against or in respect of any member of the
Wider Alpha Group or to which any member of the Wider Alpha Group is or may
become a party (whether as claimant, defendant or otherwise) having been
threatened, announced, instituted or remaining outstanding by, against or in
respect of, any member of the Wider Alpha Group, in each case which is or
might reasonably be expected to be material in the context of the Wider Alpha
Group, or the Wider Corpay Group, taken as a whole or in the context of the
Acquisition;
(iii) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member of the Wider
Alpha Group having been threatened, announced or instituted or remaining
outstanding by, against or in respect of any member of the Wider Alpha Group,
in each case which might reasonably be expected to have a material adverse
effect on the Wider Alpha Group, or the Wider Corpay Group, taken as a whole
or is or might reasonably be expected to be material in the context of the
Acquisition;
(iv) no contingent or other liability having arisen or increased
which is reasonably likely to adversely affect the business, assets, financial
or trading position or profits or prospects of any member of the Wider Alpha
Group to an extent which is material in the context of the Wider Alpha Group
taken as a whole or in the context of the Acquisition;
(v) no member of the Wider Alpha Group having conducted its
business in breach of applicable laws and regulations and which is material in
the context of the Wider Alpha Group as a whole or material in the context of
the Acquisition; and.
(vi) no steps having been taken and no omissions having been
made which are likely to result in the withdrawal, cancellation, termination
or modification of any licence held by any member of the Wider Alpha Group
which is necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which is or might
reasonably be expected to have a material adverse effect on the Wider Alpha
Group taken as a whole or is or might reasonably be expected to be material in
the context of the Acquisition;
No discovery of certain matters regarding information, liabilities and
environmental issues
m) except as Disclosed, Corpay not having discovered:
(i) that any financial, business or other information
concerning the Wider Alpha Group publicly announced before the Announcement
Date or disclosed at any time to any member of the Wider Corpay Group by or on
behalf of any member of the Wider Alpha Group before the Announcement Date is
misleading, contains a material misrepresentation of any fact, or omits to
state a fact necessary to make that information not misleading, which was not
subsequently corrected at least two Business Days before the Announcement Date
by disclosure either publicly or otherwise to Corpay to an extent which in any
case is material in the context of the Wider Alpha Group as a whole or in the
context of the Acquisition;
(ii) that any member of the Wider Alpha Group is subject to
any liability, contingent or otherwise, which is not disclosed in the 2024
Annual Report and which in any case is material in the context of the Wider
Alpha Group as a whole or in the context of the Acquisition;
(iii) that any member of the Wider Alpha Group or any
partnership, company, joint venture or other entity in which any member of the
Wider Alpha Group has a significant economic interest and which is not a
subsidiary undertaking of Alpha is subject to any liability, contingent or
otherwise;
(iv) that any past or present member, director, or officer of
the Wider Alpha Group has not complied with all applicable legislation,
regulations, requirements or any Authorisations relating to the use,
treatment, storage, carriage, disposal, discharge, spillage, release, leak or
emission of any waste or hazardous substance or any substance likely to impair
the environment (including property) or harm human health or otherwise
relating to environmental matters or the health and safety of humans, which
non-compliance would be likely to give rise to any material liability,
including any penalty for non-compliance (whether actual or contingent) on the
part of any member of the Wider Alpha Group;
(v) that there has been a disposal, discharge, spillage,
accumulation, release, leak, emission or the migration, production, supply,
treatment, storage, transport or use of any waste or hazardous substance or
any substance likely to impair the environment (including any property) or
harm human or animal health which (whether or not giving rise to
non-compliance with any law or regulation), would be likely to give rise to
any liability (whether actual or contingent) on the part of any member of the
Wider Alpha Group and which in any case is material in the context of the
Wider Alpha Group as a whole or is material in the context of the Acquisition;
(vi) that there is or is reasonably likely to be any obligation
or liability (whether actual or contingent) or requirement to make good,
remediate, repair, reinstate or clean up any property, asset or any controlled
waters currently or previously owned, occupied, operated or made use of or
controlled by any past or present member of the Wider Alpha Group (or on its
behalf), or in which any such member may have or previously have had or be
deemed to have had an interest, under any environmental legislation, common
law, regulation, notice, circular, Authorisation or order of any Third Party
in any jurisdiction or to contribute to the cost thereof or associated
therewith or indemnify any person in relation thereto which in any case is
material in the context of the Wider Alpha Group as a whole or is material in
the context of the Acquisition; or
(vii) that circumstances exist (whether as a result of making the
Acquisition or otherwise) which would or would be reasonably likely to lead to
any Third Party having a claim in respect of any service, product or process
of manufacture or materials used therein now or previously manufactured,
provided, sold or carried out by any past or present member of the Wider Alpha
Group which is material in the context of the Wider Alpha Group taken as a
whole or is material in the context of the Acquisition;
Anti-corruption, sanctions and criminal property
n) except as Disclosed, Corpay not having discovered:
(i) that any past or present member, director, officer or
employee of the Wider Alpha Group or any other entity or person that performs
or has at any time performed services for or on behalf of any member of the
Wider Alpha Group is or has at any time engaged for or on behalf of any member
of the Wider Alpha Group in any activity, practice or conduct which would
constitute an offence under the Bribery Act 2010 or the US Foreign Corrupt
Practices Act of 1977 (in each case as amended from time to time), or any
other anti‑corruption law, rule, legislation or regulation applicable to the
Wider Alpha Group;
(ii) that any: (y) asset of any member of the Wider Alpha
Group constitutes criminal property as defined by section 340(3) of the
Proceeds of Crime Act 2002 (as amended from time to time but disregarding
paragraph (b) of that definition) or proceeds of crime under any other
applicable law, rule, legislation or regulation concerning money laundering or
proceeds of crime; or (z) any member of the Wider Alpha Group is found to have
engaged in activities constituting money laundering under any applicable law,
rule, legislation or regulation concerning money laundering, including the
Sanctions and Anti-Money Laundering Act 2018 (in each case as amended from
time to time);
(iii) that any past or present member, director, officer or
employee of the Wider Alpha Group or any other entity or person for whom any
such entity or person may be liable or responsible, has for or on behalf of
any member of the Wider Alpha Group engaged in any business with or made any
investments in, or made any payments, funds or assets available to or received
any funds or assets from: (x) any government, entity or person designated as
being subject to restrictions under economic or trade sanctions implemented by
the UK, US, European Union (including member states) or the United Nations; or
(y) any country or territory subject to comprehensive economic or trade
sanctions maintained by the UK, the US, the European Union (including member
states) or the United Nations;
(iv) that any past or present member, director, officer or
employee of the Wider Alpha Group or any other entity or person for whom any
such entity or person may be liable or responsible, has for or on behalf of
any member of the Wider Alpha Group engaged in any business with or provided
goods, services and/or technologies to any government, entity or person in
violation of economic or trade sanctions or export control laws implemented by
the UK, US, European Union (including member states) or United Nations;
(v) that any member of the Alpha Group being engaged in any
transaction which has or would cause Corpay to be in breach of any law, rule,
legislation or regulation upon its acquisition of Alpha, including any
economic and trade sanctions or export control laws of the US, the UK, the
European Union (including member states) or the United Nations; or
(vi) that any past or present member, director, officer or
employee of the Wider Alpha Group, or any other entity or person for whom any
such entity or person may be liable or responsible: (w) has engaged for or on
behalf of any member of the Wider Alpha Group in conduct which would violate
any relevant anti-terrorism law, rule, legislation or regulation, including
but not limited to the Terrorism Act 2000 and/or the USA PATRIOT Act of 2001
(in each case as amended from time to time); or (x) is debarred or otherwise
rendered ineligible to bid for or to perform contracts for or with any
government, governmental instrumentality, or international organisation or
found to have violated any applicable law, rule, legislation or regulation
concerning government contracting or public procurement.
Part B: Waiver and invocation of the Conditions
1. Subject to the requirements of the Panel in accordance with the
Takeover Code, Corpay reserves the right to waive:
1.1. any of the deadlines set out in Condition 2 in Part A above for the
timing of the Court Meeting, General Meeting and the Court Hearing. If any
such deadline is not met, Corpay shall make an announcement by 8.00 a.m. on
the Business Day following such deadline confirming whether it has invoked or
waived the relevant Condition or agreed with Alpha (or, as the case may be,
the Panel) to extend the deadline in relation to the relevant Condition; and
1.2. in whole or in part, all or any of the Conditions in Part A above,
except for Conditions 2(a)(i), 2(b)(i) and 2(c)(i) (Scheme Approval), which
cannot be waived.
2. The Acquisition will be subject to the satisfaction (or waiver, if
permitted) of the Conditions in Part A above, and to certain further terms
set out in Part D below, and to the full terms and conditions which will be
set out in the Scheme Document.
3. Conditions 2(a)(i), 2(b)(i) and 3(a) to (n) (inclusive) must each be
either fulfilled, determined by Corpay to be or to remain satisfied or (if
capable of waiver) waived, by no later than 11.59 p.m. on the date immediately
preceding the date of the Court Hearing, failing which the Acquisition will
lapse. Corpay shall be under no obligation to waive or treat as satisfied or
as remaining satisfied any of Conditions 3(a) to (n) (inclusive) by a date
earlier than the latest date specified above for the fulfilment or waiver
thereof, notwithstanding that the other Conditions to the Acquisition may at
such earlier date have been waived or fulfilled and that there are at such
earlier date no circumstances indicating that any of such Conditions may not
be capable of fulfilment.
4. If Corpay is required to make an offer or offers for any Alpha Shares
under the provisions of Rule 9 of the Takeover Code, Corpay may make such
alterations to the Conditions as are necessary to comply with the provisions
of that Rule.
5. Each of the Conditions will be regarded as a separate Condition and
will not be limited by reference to any other Condition.
6. Under Rule 13.5(a) of the Takeover Code, Corpay may not invoke a
Condition of the Scheme so as to cause the Scheme not to proceed, to lapse or
to be withdrawn unless the circumstances which give rise to the right to
invoke the Condition are of material significance to Corpay in the context of
the Acquisition. Only Conditions 1 and 2 of Part A (and, if applicable, any
acceptance condition adopted on the basis specified in paragraph 2 of Part C
below in relation to any Takeover Offer) are not subject to Rule 13.5(a) of
the Takeover Code. Corpay may only invoke a Condition that is subject to Rule
13.5(a) of the Takeover Code with the consent of the Panel and any Condition
which is subject to Rule 13.5(a) of the Takeover Code may be waived by Corpay.
Part C: Implementation by way of a Takeover Offer
1. Corpay reserves the right to elect to implement the Acquisition by way
of a Takeover Offer as an alternative to the Scheme with the consent of the
Panel and subject to the terms of the Co-operation Agreement.
2. In such event, such Takeover Offer will be implemented on the same
terms and conditions, so far as applicable, as those which would apply to the
Scheme subject to appropriate amendments (in accordance with the terms of the
Co-operation Agreement) to reflect the change in method of effecting the
Acquisition, including (without limitation) the inclusion of an acceptance
condition set at a level permitted by the Panel and the terms of the
Co-operation Agreement (being in any case more than 50% of the Alpha Shares).
Further, if sufficient acceptances of such Takeover Offer are received or
sufficient Alpha Shares are otherwise acquired, Corpay intends to apply the
provisions of the Companies Act to acquire compulsorily any outstanding Alpha
Shares in respect of which such Takeover Offer has not been accepted.
Part D: Certain further terms of the Acquisition
1. Alpha Shares will be acquired by Corpay with full title guarantee,
fully paid and free from all Encumbrances and together with all rights
attaching to them as at the date of this Announcement or subsequently
attaching or accruing to them, including voting rights and the right to
receive and retain, in full, all dividends and other distributions (if any)
declared, made, paid or payable, or any other return of value or capital made,
on or after the Effective Date.
2. If, on or after the date of this Announcement, any dividend and/or
other distribution and/or other return of value or capital is authorised,
declared, made or paid or becomes payable in respect of the Alpha Shares,
Corpay reserves the right (without prejudice to any right of Corpay, with the
consent of the Panel, to invoke Condition 3(k)(ii) in Part A above), to reduce
the consideration payable under the terms of the Acquisition for the Alpha
Shares by an amount up to the amount of such dividend and/or distribution
and/or return of value or capital, in which case any reference in this
Announcement or in the Scheme Document to the consideration payable under the
terms of the Acquisition will be deemed to be a reference to the consideration
as so reduced. To the extent that any such dividend and/or distribution and/or
other return of value or capital is authorised, declared, made or paid or is
payable prior to the Scheme becoming Effective in accordance with its terms
and it is:
(i) transferred pursuant to the Acquisition on a basis which
entitles Corpay to receive the dividend or distribution and to retain it; or
(ii) cancelled,
the consideration payable under the terms of the Acquisition will not be
subject to change in accordance with this paragraph. Any exercise by Corpay of
its rights referred to in this paragraph will be the subject of an
announcement and, for the avoidance of doubt, will not be regarded as
constituting any revision or variation of the Acquisition.
3. The Acquisition will be subject, inter alia, to the Conditions and
certain further terms which are set out in this Appendix I, and those terms
which will be set out in the Scheme Document and such further terms as may be
required to comply with the Listing Rules and the provisions of the Takeover
Code.
4. The availability of the Acquisition to persons not resident in the
United Kingdom may be affected by the laws of the relevant jurisdiction. Any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about and observe any applicable
requirements. Further information in relation to Overseas Shareholders will be
contained in the Scheme Document.
5. The Acquisition is not being made, directly or indirectly, in, into or
from, or by use of the mails of, or by any means of instrumentality
(including, but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of
any facility of a national, state or other securities exchange of, any
jurisdiction where to do so would violate the laws of that jurisdiction and
will not be capable of acceptance by any such use, means, instrumentality or
facility or from within any such jurisdiction.
6. This Announcement and any rights or liabilities arising hereunder, the
Acquisition, the Scheme, and any proxies is governed by the laws of England
and Wales and is subject to the jurisdiction of the English courts and to the
Conditions and further terms set out in this Appendix I and to be set out in
the Scheme Document. The Acquisition will be subject to the applicable
requirements of the Takeover Code, the Panel, the London Stock Exchange, the
Financial Conduct Authority and the Listing Rules.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement, unless otherwise stated, or the context otherwise
requires, the bases and sources used are set out below.
(i) The Acquisition Price values the entire issued and to be issued
ordinary share capital of Alpha at approximately £1,805 million on a fully
diluted basis.
(ii) The premium calculations have been calculated by reference to: (i)
the Acquisition Price of £42.50 per Alpha Share, (ii) the closing price of an
Alpha Share of £27.45, and (iii) the one-month volume-weighted-average price
of an Alpha Share of £24.81, in each case as of 1 May 2025 (being the last
business day before Corpay's announcement on 2 May 2025).
(iii) The cash adjusted premium calculations to the price per Alpha Share
have been calculated by reference to (i) the cash adjusted Acquisition Price
of £37.38, (ii) the cash adjusted closing price of an Alpha Share of £22.33,
and (iii) the cash adjusted one-month volume-weighted-average price of an
Alpha Share of £19.69, in each case as of 1 May 2025. Alpha's Adjusted Net
Cash was £218 million as of 31 December 2024 and Alpha's total fully diluted
issued share capital is 42,464,700.
(iv) The value of the Acquisition on a fully diluted basis has been
calculated on the basis of a fully diluted issued share capital 42,464,700
Alpha Shares, which is calculated by reference to 42,304,607 Alpha Shares in
issue on 15 May 2025 (excluding shares held in treasury) and a further 160,093
Alpha Shares which may be issued on or after the date of this Announcement on
the exercise of options or vesting of awards under the Alpha Group Long Term
Incentive Plan 2024 and a subsidiary earnout mechanism based on an anticipated
Effective Date occurring by the fourth quarter of 2025. This additional number
of Alpha Shares has been calculated on the basis of the assumed number of
Alpha Shares that may be issued under the Alpha Group Long Term Incentive Plan
2024, although the number to be issued might be different due to the
application of performance conditions applicable to the awards. The number
does not take into account any Alpha Shares that may become issuable in
respect of the Subsidiary Schemes.
(v) Unless otherwise stated, all prices and closing prices for Alpha
Shares are closing middle market quotations derived from information published
by the London Stock Exchange.
(vi) Volume weighted average prices have been derived from FactSet and
have been rounded to the nearest single decimal place.
(vii) Unless otherwise stated, the financial information relating to Alpha
is extracted (without material adjustment) from the 2024 Annual Report.
(viii) Certain figures included in this Announcement have been subject to
rounding adjustments.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
Part A: Morgan Tilbrook's Irrevocable Undertaking
Morgan Tillbrook has, on the basis set out below, given an irrevocable
undertaking to Corpay to vote in favour of both the Scheme at the Court
Meeting and the Special Resolution or, as the case may be, accept an offer
made by Corpay.
Number of ordinary shares Registered owner Beneficial owner
5,076,898 Morgan James Tillbrook Morgan James Tillbrook
(a) The Morgan Tillbrook irrevocable undertaking
includes undertakings:
(i) to vote, or procure the vote, in
favour (or to submit, or procure the submission of, Forms of Proxy voting in
favour) of:
- the Scheme at the Court Meeting; and
- the Special Resolution; and
(ii) if Corpay exercises its right to
structure the Acquisition as a Takeover Offer, to accept, or procure the
acceptance of the Takeover Offer.
(b) The Morgan Tillbrook irrevocable undertaking will
lapse and shall cease to have any effect:
(i) where the Acquisition is to be
implemented by way of the Scheme, the Scheme lapses or is withdrawn or has not
become Effective in accordance with its terms by the Long Stop Date unless
either (x) it is withdrawn or lapses in connection with an Agreed Switch (in
accordance with the terms of the Co-operation Agreement) or (y) a public
announcement has (subject to receiving the Panel's consent, if required, and
any applicable terms of the Co-operation Agreement) been made by Corpay at or
before the time of or within five Business Days after such lapse or withdrawal
(or, as the case may be, at or before the Long Stop Date) in relation to
Corpay or a person acting in concert with Corpay having elected to implement
the Acquisition by way of Takeover Offer; or
(ii) where the Acquisition is to be
implemented by way of Takeover Offer, the Takeover Offer lapses or is
withdrawn without having become or been declared unconditional in all respects
and no public announcement has been made by Corpay at or before the time of or
within five Business Days after such lapse or withdrawal in relation to Corpay
or a person acting in concert with Corpay having elected (subject to receiving
the Panel's consent, if required, and to any applicable terms of the
Co-operation Agreement) to implement the Acquisition by way of the Scheme; or
(iii) if Corpay announces, with the
consent of the Panel, that it does not intend to proceed with the Acquisition
by way of the Scheme unless either (x) the same occurs in connection with an
Agreed Switch (in accordance with the terms of the Co-operation Agreement) or
(y) a public announcement has (subject to receiving the Panel's consent, if
required, and any applicable terms of the Co-operation Agreement) been made by
Corpay at or before the time of or within five Business Days after such
announcement in relation to Corpay or a person acting in concert with Corpay
having elected to implement the Acquisition by way of Takeover Offer and such
announcement is followed promptly by an announcement of the Takeover Offer
pursuant to Rule 2.7 of the Code.
(c) The Morgan Tillbrook irrevocable undertaking
remains binding even in the event of a competing offer for Alpha at a price
higher than the Acquisition Price.
Part B: Alpha Directors' Irrevocable Undertakings
The following Alpha Directors have also, on the basis set out below given
irrevocable undertakings to Corpay to vote in favour of both the Scheme at the
Court Meeting and the Special Resolution, or as the case may be, accept an
offer made by Corpay.
Name of Alpha Director Number of Alpha Shares in respect of which undertaking is given Percentage of Alpha issued share capital in respect of which undertaking is
given
Clive Kahn 690,202 1.6315%
Tim Butters 51,685 0.1222%
Vijay Champaklal Thakrar 11,916 0.0282%
Dame Jayne-Anne Gadhia 9,516 0.0225%
Tim Powell 8,963 0.0212%
(d) The directors' irrevocable undertakings include
undertakings:
(i) to vote, or procure the vote, in
favour (or to submit, or procure the submission of, Forms of Proxy voting in
favour) of:
- the Scheme at the Court Meeting; and
- the Special Resolution; and
(ii) if Corpay exercises its right to
structure the Acquisition as a Takeover Offer, to accept, or procure the
acceptance of the Takeover Offer.
(e) The directors' irrevocable undertakings will lapse
and shall cease to have any effect:
(i) where the Acquisition is to be
implemented by way of the Scheme, the Scheme lapses or is withdrawn or has not
become Effective in accordance with its terms by the Long Stop Date unless
either (x) it is withdrawn or lapses in connection with an Agreed Switch (in
accordance with the terms of the Co-operation Agreement) or (y) a public
announcement has (subject to receiving the Panel's consent, if required, and
to any applicable terms of the Co-operation Agreement) been made by Corpay at
or before the time of or within five Business Days after such lapse or
withdrawal (or, as the case may be, at or before the Long Stop Date) in
relation to Corpay or a person acting in concert with Corpay having elected
(subject to receiving the Panel's consent, if required, and to any applicable
terms of the Co-operation Agreement) to implement the Acquisition by way of
Takeover Offer; or
(ii) if Corpay announces, with the
consent of the Panel, that it does not intend to proceed with the Acquisition
by way of the Scheme unless either (x) the same occurs in connection with an
Agreed Switch (in accordance with the terms of the Co-operation Agreement) or
(y) a public announcement has (subject to receiving the Panel's consent, if
required, and to any applicable terms of the Co-operation Agreement) been made
by Corpay at or before the time of or within five Business Days after such
announcement in relation to Corpay or a person acting in concert with Corpay
having elected to implement the Acquisition by way of Takeover Offer and such
announcement is followed promptly by an announcement of the Takeover Offer
pursuant to Rule 2.7 of the Code.
(f) The directors' irrevocable undertakings remain
binding even in event of a competing offer for Alpha at a price higher than
the Acquisition Price.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
"2024 Annual Report" the annual report and accounts of Alpha for the financial year ended
31 December 2024;
"Accounts Date" 31 December 2024;
"Acquisition" the direct or indirect acquisition by Corpay of the entire issued and to be
issued ordinary share capital of Alpha, to be effected by means of the Scheme
(or by way of the Takeover Offer under certain circumstances described in this
Announcement), and, where the context admits, any subsequent revision,
variation, extension or renewal thereof;
"Acquisition Price" 4,250 pence per Alpha Share;
"Adjusted Net Cash" Alpha's statutory cash position adjusted for collateral paid to banking
partners, margin received from clients, early settlement of trades, or the
unrealised mark-to-market profit or loss from client swaps;
"Agreed Switch" has the meaning given to it in the Co-operation Agreement;
"Alpha" Alpha Group International plc;
"Alpha Board" the board of directors of Alpha;
"Alpha Directors" the directors of Alpha;
"Alpha Group" Alpha and its subsidiary undertakings and, where the context permits, each of
them;
"Alpha Share Plans" (i) the Group LTIP, and (ii) the Subsidiary Schemes;
"Alpha Shareholders" the holders of Alpha Shares;
"Alpha Shares" ordinary shares with a nominal value of 0.2 pence each in the capital of
Alpha;
"Amended and Restated Confidentiality Agreement" the amended and restated confidentiality agreement between Corpay and Alpha
dated 23 July 2025, as described in paragraph 14 of this Announcement;
"Announcement" this announcement;
"Announcement Date" the date of this Announcement;
"Authorisations" regulatory authorisations, orders, recognitions, determinations, grants,
consents, clearances, confirmations, certificates, licences, permissions,
exemptions or approvals;
"Business Day" means a day other than a Saturday, Sunday or public holiday in England when
banks in London (United Kingdom) and New York (United States) are open for the
transaction of normal, non-automated, banking business;
"Cash Consideration" the cash amount of 4,250 pence payable by Corpay under the Acquisition in
respect of each Alpha Share, as may be adjusted in accordance with the terms
of the Acquisition as set out in this Announcement;
"Centerview" Centerview Partners UK LLP, financial adviser to Alpha;
"Clean Team Agreement" the clean team agreement between Alpha and Corpay dated 26 June 2025;
"Companies Act" the Companies Act 2006, as amended;
"Conditions" the conditions to the implementation of the Acquisition, as set out in Part A
of Appendix I to this Announcement and to be set out in the Scheme Document;
"Co-operation Agreement" the co-operation agreement between Alpha and Corpay dated 23 July 2025, brief
particulars of which are set forth in paragraph 14 of this Announcement;
"Corpay" Corpay, Inc.;
"Court" the High Court of Justice in England and Wales;
"Court Hearing" the Court hearing at which Alpha will seek an order sanctioning the Scheme
pursuant to Part 26 of the Companies Act;
"Court Meeting" the meeting of the Scheme Shareholders to be convened pursuant to an order of
the Court pursuant to section 896 of the Companies Act, notice of which will
be set out in the Scheme Document, for the purpose of considering and, if
thought fit, approving the Scheme (with or without amendment), including any
adjournment, postponement or reconvening thereof;
"Court Order" the order of the Court sanctioning the Scheme under section 899 of the
Companies Act;
"CREST" the system for the paperless settlement of trades in securities and the
holding of uncertificated securities operated by Euroclear;
"Dealing Disclosure" has the same meaning as in Rule 8 of the Takeover Code;
"Disclosed" the information which has been fairly disclosed by or on behalf of Alpha: (i)
in the 2024 Annual Report; (ii) in this Announcement; (iii) in any other
announcement to a Regulatory Information Service by or on behalf of Alpha at
least one Business Day prior to the Announcement Date; (iv) in filings made
with the Registrar of Companies and appearing in Alpha's file or those of any
member of the Wider Alpha Group at Companies House at least one Business Day
prior to the Announcement Date; or (v) to Corpay (or its respective officers,
employees, agents or advisers) at least one Business Day prior to the
Announcement Date (including, without limitation, all matters fairly disclosed
in the written replies, correspondence, documentation and information provided
in the electronic data room created by or on behalf of Alpha);
"Effective" in the context of the Acquisition: (a) if the Acquisition is implemented by
way of the Scheme, the Scheme having become effective pursuant to its terms;
or (b) if the Acquisition is implemented by way of the Takeover Offer, the
Takeover Offer having been declared or having become unconditional in
accordance with the requirements of the Takeover Code;
"Effective Date" the date on which the Acquisition becomes Effective;
"EMRs" the Electronic Money Regulations 2011, as amended from time to time;
"Encumbrances" liens, equitable interests, options, charges, encumbrances, rights of
pre-emption and other third party rights and interests of any nature
whatsoever;
"Euroclear" Euroclear UK and Ireland Limited;
"Excluded Shares" (i) any Alpha Shares beneficially owned by Corpay or, any member of the Wider
Corpay Group; or (ii) any Alpha Shares held in treasury by Alpha;
"FCA" or "Financial Conduct Authority" the UK Financial Conduct Authority;
"Financing Documents" (i) the Credit Agreement; (ii) Fee Credit Letter among BofA Securities, Inc.
("BOFA Securities"), Barclays Capital, Inc. ("Barclays Capital"), J.P. Morgan
Securities LLC ("JP Morgan Securities") and Corpay; (iii) Engagement Letter
among BofA Securities, Barclays Capital, J.P. Morgan Securities and Corpay;
(iv) Bridge Fee Letter among Bank of America N.A. ("Bank of America"), BofA
Securities, Barclays Bank plc ("Barclays Bank"), JPMorgan Chase Bank, N.A.
("JP Morgan Chase") and Corpay; (v) Bridge Agency Fee Letter among Bank of
America, BofA Securities and Corpay; (vi) Structuring Fee Letter (Barclays)
between Barclays Bank and Corpay; (vii) Structuring Fee Letter (JPM) between
JPMorgan Chase and Corpay; (viii) Bridge Syndication Letter among Bank of
America, BofA Securities, Barclays Bank, JPMorgan Chase and Corpay; and (ix)
Guaranty Agreement executed in favour of Bank of America, as Administrative
Agent, for the benefit of the holders of the Obligations, by each of the
Guarantors (each as defined in the Credit Agreement);
"Forms of Proxy" the forms of proxy in connection with each of the Court Meeting and the
General Meeting, which will accompany the Scheme Document;
"FSMA" the Financial Services and Markets Act 2000, as amended from time to time;
"General Meeting" the general meeting of Alpha (including any adjournment, postponement or
reconvening thereof) to be convened in connection with the Scheme, notice of
which will be set out in the Scheme Document;
"Governmental Authority" the government of any jurisdiction, or any political subdivision thereof,
whether provincial, state or local, and any department, ministry, agency,
bureau, board, commission, association, institution, instrumentality,
authority, body, court, tribunal, central bank or other entity lawfully
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government;
"Group LTIP" Alpha Group Long Term Incentive Plan 2024 as amended from time to time;
"Initial Confidentiality Agreement" the confidentiality agreement between Corpay, Alpha and Cambridge Mercantile
Corp. (UK) Limited dated 24 February 2025, as described in paragraph 14 of
this Announcement;
"Italian FDI Authorisation" any approval, consent, waiver, exemption, no-action notice or other clearance
or authorisation, whether express or implied (including the lapse of a
prescribed time period at the end of which without an objection being made the
authorisation will be deemed granted), that is issued (or deemed issued) by or
under the authority of the Italian FDI Authority pursuant to the Italian FDI
Laws applicable in Italy, in connection with the Acquisition;
"Italian FDI Authority" the Presidency of the Italian Council of Ministers (Presidenza del Consiglio
dei Ministri) or any other office, department or branch of the Italian
government that is competent, under the Italian FDI Laws, to screen certain
transactions, actions or resolutions (such as the Acquisition) that may be
subject to the Italian FDI Laws and issue the Italian FDI Authorisation;
"Italian FDI Laws" applicable laws governing foreign direct investments or investments by certain
persons in certain strategic business sectors in Italy, including Regulation
(EU) 2019/452 of the European Parliament and the Council of 19 March 2019 and
Italy's Law-Decree No. 21 of 15 March 2012 (as subsequently converted into
law, amended and supplemented) and relevant secondary regulations;
"Joint Defence Agreement" the joint defence agreement between Alpha, Corpay and their respective
external counsel dated 3 July 2025;
"Latest Practicable Date" 22 July 2025, being the latest practicable date before the Announcement Date;
"Linking Deed" has the meaning given to it in the Morgan Tillbrook irrevocable undertaking;
"Listing Rules" the rules and regulations published by the FCA and contained in the UK Listing
Rules sourcebook which is part of the FCA Handbook;
"London Stock Exchange" London Stock Exchange Group;
"Long Stop Date" 11.59 pm on 23 May 2026 or such later date as may be agreed in writing by
Corpay and Alpha (with the Panel's consent and as the Court may approve (if
such consent and/or approval is required));
"MFSA" Malta Financial Services Authority
"Official List" the official list maintained by the FCA pursuant to Part 6 of the FSMA;
"Opening Position Disclosure" has the same meaning as in Rule 8 of the Takeover Code;
"Oppenheimer" Oppenheimer Europe Limited, Financial Adviser to Corpay;
"Overseas Shareholders" Alpha Shareholders (or nominees of, or custodians or trustees for Alpha
Shareholders) not resident in, or nationals or citizens of, the United
Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"Peel Hunt" Peel Hunt LLP, financial adviser to Alpha;
"Pledged Shares" has the meaning given to it in the Morgan Tillbrook irrevocable undertaking;
"Registrar of Companies" the Registrar of Companies in England and Wales;
"Regulatory Conditions" the Conditions in paragraphs 3(a) to 3(f) (inclusive) of Part A of Appendix
I to this Announcement;
"Regulatory Information Service" any information service authorised from time to time by the FCA for the
purpose of disseminating regulatory information;
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if the Acquisition is extended
or made available in that jurisdiction or if information concerning the
Acquisition is made available in that jurisdiction or where to do so would
result in a requirement to comply with any governmental or other consent or
any registration, filing or other formality which Corpay or Alpha regards as
unduly onerous;
"Sanctioned Person" any person or organisation, including a nominee, custodian or agent, (i) which
is designated on any list of persons, entities, groups or bodies targeted by
Sanctions (including but not limited to the Specially Designated Nationals and
Blocked Persons List maintained by the US Department of Treasury's Office of
Foreign Asset Control, the Consolidated List of Financial Sanctions Targets
maintained by the Office of Financial Sanctions Implementation, and the
Consolidated List of Persons, Groups and Entities Subject to EU Financial
Sanctions maintained by the European Commission); (ii) which is, or is part
of, a government of a Sanctioned Territory; (iii) which is owned or controlled
by any of the foregoing; or (v) which is otherwise subject to or targeted
under any asset freeze or transaction prohibition under Sanctions;
"Sanctioned Territory" any country or other territory subject to a general export, import, financial
or investment embargo under Sanctions, which countries and territories, as of
the date of this Announcement, are Cuba, Iran, North Korea and the Crimea and
Russian-occupied portions of the Luhansk and Donetsk regions of Ukraine;
"Sanctions" any financial sanctions laws or regulations (including any asset freeze
sanctions and transaction bans), as amended from time to time, administered,
enacted or enforced by: (i) the United Kingdom; (ii) the European Union or any
member state thereof; (iii) the United States of America; or (iv) the United
Nations; or (v) any other jurisdiction where the relevant sanctions laws or
regulations are applicable to and binding on Alpha or Corpay;
"Sanctions Authority" any Governmental Authority responsible for the administration or enforcement
of Sanctions (including but not limited to the US Department of Treasury's
Office of Foreign Asset Control, the Office of Financial Sanctions
Implementation, and any equivalent Governmental Authority of the European
Union or any member state thereof);
"Scheme" the proposed scheme of arrangement under Part 26 of the Companies Act between
Alpha and the Scheme Shareholders in connection with the Acquisition, with or
subject to any modification, addition or condition approved or imposed by the
Court and agreed by Alpha and Corpay;
"Scheme Document" the document to be sent to Alpha Shareholders containing, among other things,
the Scheme and the notices convening, and accompanied by the Forms of Proxy;
"Scheme Record Time" the time and date specified in the Scheme Document, currently expected to be
6.00 p.m. on the Business Day immediately preceding the Effective Date;
"Scheme Shareholders" holders of Scheme Shares;
"Scheme Shares" Alpha Shares:
(a) in issue as at the date of the Scheme Document;
(b) (if any) issued after the date of the Scheme Document but
before the Scheme Voting Record Time; and
(c) (if any) issued at or after the Scheme Voting Record Time
and at or before the Scheme Record Time, either on terms that the original or
any subsequent holders thereof will be bound by the Scheme or in respect of
which the holders thereof will have agreed in writing to be bound by the
Scheme,
but in each case other than any Excluded Shares;
"Scheme Voting Record Time" the time and date specified in the Scheme Document by reference to which
entitlement to vote on the Scheme will be determined;
"Significant Interest" in relation to an undertaking, a direct or indirect interest of 20% or more of
the total voting rights conferred by the equity share capital (as defined in
section 548 of the Companies Act) of such undertaking;
"Special Resolution" the special resolution to be proposed at the General Meeting in connection
with, among other things, the implementation of the Scheme and such other
matters as may be necessary to implement the Scheme including (without
limitation) a resolution to amend the articles of association of Alpha by the
adoption and inclusion of a new article under which any Alpha Shares issued or
transferred after the General Meeting shall either be subject to the Scheme or
(after the Scheme Record Time) be, if and when Corpay determines at its sole
discretion, immediately transferred to Corpay (or as it may direct) in
exchange for the same cash consideration as is due under the Scheme, and a
resolution to re-register Alpha as a private company;
"Subsidiary Schemes" the share scheme arrangements under which employees of the Alpha Group acquire
shares in Alpha FX Limited, Alpha FX Institutional Limited, Alpha FX Europe
Limited or Alpha FX Netherlands Limited, each as amended from time to time;
"Subsidiary Share" a share in a subsidiary of Alpha held by a participant in a Subsidiary Scheme;
"Takeover Code" or "Code" the City Code on Takeovers and Mergers;
"Takeover Offer" should the Acquisition be implemented by way of a takeover offer as defined in
Chapter 3 of Part 28 of the Companies Act, the offer to be made by or on
behalf of Corpay to acquire the entire issued and to be issued ordinary share
capital of Alpha and, where the context admits, any subsequent revision,
variation, extension or renewal of such takeover offer;
"Third Party" each of a central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental, administrative, fiscal or
investigative body, court, trade agency, association, institution,
environmental body, employee representative body or any other body or person
whatsoever in any jurisdiction;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States of America and all other areas subject to its jurisdiction
and any political sub-division thereof;
"US Exchange Act" the US Securities Exchange Act of 1934, as amended;
"Wider Alpha Group" Alpha and its subsidiaries, subsidiary undertakings and associated
undertakings and any other body corporate person or undertaking (including a
joint venture, partnership, firm or company) in which Alpha and/or such
undertakings (aggregating their interests) have a Significant Interest; and
"Wider Corpay Group" Corpay and its subsidiaries, subsidiary undertakings and associated
undertakings, and any other body corporate, person or undertaking (including a
joint venture, partnership, firm or company) in which Corpay and/or such
undertakings (aggregating their interests) have a Significant Interest.
For the purposes of this Announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
thereto by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.
All the times referred to in this Announcement are London times unless
otherwise stated.
References to the singular include the plural and vice versa.
References to an enactment include references to that enactment as amended,
replaced, consolidated or reenacted by or under any other enactment before or
after the Announcement Date.
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 OFFFIFEADFIVFIERecent news on Alpha International
See all newsREG - BlackRock Group Alpha Group Intl PLC - Form 8.3 - Alpha Group International plc
AnnouncementREG - Glazer Capital, LLC Alpha Group Intl PLC - Form 8.3 - Alpha Group International plc
AnnouncementREG - Jefferies Intl Ltd Alpha Group Intl PLC - Form 8.3 - Alpha Group International plc
AnnouncementREG - Societe Generale SA Alpha Group Intl PLC - Form 8.3 - Alpha Group International plc
AnnouncementREG - Liontrust Asset Mgmt Alpha Group Intl PLC - Form 8.3 - ALPHA GROUP INTERNATIONAL
Announcement