7 Apr 2020 14:00
NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT CONSTITUTES AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA AND NO SECURITIES HAVE BEEN OR WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES OF AMERICA.
7 April 2020
ALPHA FX GROUP PLC
("Alpha" or the "Company" or the "Group")
Completion of Placing
Alpha FX Group plc (AIM: AFX), an FX risk management and payments specialist servicing corporates and institutions internationally, is pleased to confirm that, further to the announcement made earlier today, the Group has raised a total of £20 million through the Placing. The Placing attracted strong support from existing and new high quality institutional investors, as well as a number of the Group's Directors, Senior Management team and employees.
A total of 2,715,442 new ordinary shares at 680 pence per share (the "Placing Price") was placed by way of an Accelerated Book Build process. Liberum Capital Limited acted as Sole Bookrunner. In addition, 225,735 new ordinary shares at the Placing Price were subscribed by way of direct subscription with the Company.
The net proceeds of the Placing will be used to acquire new clients and continue investment in new products and markets, including Alpha Payment Solutions, Canada and the Netherlands.
The Placing is conditional upon, inter alia, admission of the new ordinary shares to trading on AIM ("Admission"), which is expected to occur at 8.00 a.m. on 9 April 2020, and the Placing Agreement not being terminated in accordance with its terms. Following Admission the Company's issued ordinary share capital will comprise 40,065,133 ordinary shares. From Admission, the figure of 40,065,133 may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Director participation
The following Directors of the Company are subscribing for Placing Shares in the Placing at the Placing Price:
Director | Placing Shares |
Subscription Amount (£) | New Interest in Ordinary Shares | % Holding of Enlarged Issued Share Capital |
Morgan Tillbrook | 14,705 | £99,994 | 9,762,925 | 24.4% |
Henry Lisney | 4,412 | £30,001 | 1,127,400 | 2.8% |
Tim Kidd | 4,412 | £30,001 | 187,781 | 0.5% |
Clive Kahn | 14,706 | £100,000 | 412,067 | 1.0% |
Matt Knowles | 14,706 | £100,000 | 14,706 | 0.03% |
In addition to the Directors' participation, certain employees and their families subscribed for 225,735 new ordinary shares at the Placing Price directly with the Company.
Concert Party
At the time of the Company's admission to AIM, the Takeover Panel confirmed that Morgan Tillbrook, Martin Tillbrook, Jonathan Currie, Kieran Hickey, Sherif Moursi and Liam Halfnight are acting in concert for the purposes of the Takeover Code (the "Concert Party"). Following completion of the Placing and the issue of the new ordinary shares referred to above, Morgan Tillbrook and Jon Currie will have a beneficial interest in 24.4% and 8.0%, respectively, of the Enlarged Issued Share Capital and in aggregate, the Concert Party will have a beneficial interest in 32.4% the Enlarged Issued Share Capital. For further information on the Concert Party, please refer to the Company's AIM Admission Document dated 3 April 2017. As the Concert Party's aggregate interest and Morgan Tillbrook's individual interest in the Company's share capital is reduced following completion of the Placing, no mandatory offer will be required pursuant to Rule 9 of the Takeover Code as a result of their participation in the Placing.
Morgan Tillbrook, CEO of Alpha FX, commented:
"It's fantastic to see the support from new and existing shareholders as well as employees and Directors who have participated in this raise. These are difficult times for everyone, however it is pleasing to see our own confidence in this business reflected through so many others. Moving forward, we have bolstered our cash position, and having invested for many years in diversifying our product offering, technology and markets, I am confident we can continue to provide our clients with a leading offering in this space."
Enquiries:
Alpha FX Group plc via Alma PR
Morgan Tillbrook, Founder and CEO
Tim Kidd, CFO
Henry Lisney, COO
Liberum Capital Limited (Nominated Adviser and Sole Broker) Tel: +44 (0)20 3100 2000
Neil Patel
Richard Bootle
Kane Collings
Alma PR (Financial Public Relations) Tel: 07580 216 203
Josh Royston
Helena Bogle
Rebecca Sanders-Hewett
IMPORTANT INFORMATION
Market Abuse Regulation
This announcement is released by Alpha FX Group plc and contains inside information for the purposes of the Market Abuse Regulation (EU) 596/2014 ("MAR") and is disclosed in accordance with the Company's obligations under Article 17 of MAR. The person who arranged for the release of this announcement on behalf of Alpha FX Group plc was Tim Kidd, Chief Financial Officer.
Important Notices
Certain statements, beliefs and opinions in this announcement are forward-looking, which reflect the Company's or, as appropriate, the Company's directors' current expectations and projections about future events. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Except as required by applicable law or regulation, the Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this document.
This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Liberum Capital Limited ("Liberum") is regulated by the FCA, is acting exclusively for the Company and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Liberum or for providing advice in relation to the matters described in this announcement.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Liberum or by any of its affiliates, agents, directors, officers or employees as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
No statement in this announcement is intended to be a profit forecast or estimate, and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.