TIDMALPH
RNS Number : 0788O
Alpha Group International PLC
29 September 2023
Not for publication, distribution or release, directly or
indirectly, in whole or in part, in or into the United States,
Australia, Canada, Japan or Republic of South Africa or any other
jurisdiction in which such release, publication or distribution
would be unlawful.
29 September 2023
Alpha Group International plc
("Alpha" or the "Group")
Result of secondary placing of Ordinary Shares in Alpha
Alpha Group International plc today announces that it has been
notified by Morgan Tillbrook (the "Selling Shareholder") that,
further to the announcement yesterday, he has successfully sold a
total of 789,476 ordinary shares of GBP0.002 in the Company
("Placing Shares") at a price of GBP19.00 per Placing Share (the
"Placing"). The Placing Shares in aggregate represent approximately
1.8 per cent. of the Company's issued share capital.
Morgan Tillbrook has agreed not to sell or otherwise dispose of
any of his holding of Ordinary Shares for 180 days, except with the
prior written consent of Liberum Capital Limited ("Liberum") and
Peel Hunt LLP ("Peel Hunt") (together, the "Joint Bookrunners") and
the Company, followed by an orderly market period of 180 days .
On completion of the Placing, and following the share transfer
announced yesterday, the Selling Shareholder will have 5,934,168
ordinary shares of GBP0.002 in the Company representing 13.7 per
cent. of the Company's issued share capital.
The Placing was conducted by way of an accelerated bookbuild to
institutional investors by Liberum and Peel Hunt who acted as Joint
Bookrunners.
The Company will not receive any proceeds from the Placing.
Enquiries:
Alpha Group International plc Via Alma PR
Morgan Tillbrook, Founder and CEO
Tim Powell, CFO
Liberum (Nominated Adviser, Joint Broker
and Joint Bookrunner)
Max Jones
Ben Cryer
Kane Collings +44 (0) 20 3100 2000
Peel Hunt (Joint Broker, and Joint Bookrunner)
Neil Patel
Paul Gillam
Richard Chambers +44 (0) 20 7418 8900
Alma PR (Financial Public Relations)
Josh Royston
Andy Bryant
Kieran Breheny +44 (0) 20 3405 0205
Details of the person discharging managerial responsibilities/person
1 closely associated
a) Name Morgan Tillbrook
---------------------- ---------------------------------------------------------
Reason for the notification
2
---------------------------------------------------------------------------------
a) Position/status Chief Executive Officer
---------------------- ---------------------------------------------------------
b) Initial notification/ Initial notification
Amendment
---------------------- ---------------------------------------------------------
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
---------------------------------------------------------------------------------
a) Name Alpha Group International PLC
---------------------- ---------------------------------------------------------
b) LEI 213800RESM1FPUXY6K31
---------------------- ---------------------------------------------------------
Details of the transaction(s): section to be repeated for
4 (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
---------------------------------------------------------------------------------
a) Description Ordinary shares of GBP0.002 in Alpha Group International
of the financial PLC
instrument,
type of instrument
Identification ISIN: GB00BF1TM596
code
---------------------- ---------------------------------------------------------
b) Nature of Sale of Ordinary Shares
the transaction
---------------------- ---------------------------------------------------------
c) Price(s) Price(s) Volume(s)
and volume(s) 1900p 789,476
----------
---------------------- ---------------------------------------------------------
d) Aggregated N/A - single transaction
information
Aggregated
volume
Price
---------------------- ---------------------------------------------------------
e) Date of the 28 September 2023
transaction
---------------------- ---------------------------------------------------------
f) Place of London Stock Exchange
the transaction
---------------------- ---------------------------------------------------------
Market Abuse Regulation
This announcement is released by Alpha Group International 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 Group International plc was Tim Powell, Chief
Financial Officer.
Important Notices
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU)
2017/1129 (THE "PROSPECTUS REGULATION"); (2) IN THE UNITED KINGDOM,
PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMED)
(THE "ORDER") OR FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER
AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF
FSMA; (3) TO PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY
OTHERWISE LAWFULLY BE MADE; AND (4) IN THE UNITED STATES OR TO ANY
US PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S ("REGULATION
S") UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT")), TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT (ALL SUCH PERSONS REFERRED TO IN (1), (2),
(3) AND (4) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE
INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST
NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer or an invitation to acquire or dispose of securities in
the United States, Australia, Canada, Japan or South Africa or in
any other jurisdiction in which such an offer or invitation is
unlawful ("Restricted Jurisdictions"). Neither this announcement
nor any copy of it may be taken, transmitted or distributed,
directly or indirectly, in or into or from any Restricted
Jurisdiction. Any failure to comply with this restriction may
constitute a violation of securities laws in the relevant
Restricted Jurisdiction.
The Placing Shares are not being made available to the public
and none of the Placing Shares are being offered or sold in any
jurisdiction where it would be unlawful to do so. The Placing
Shares have not been and will not be registered under the relevant
laws of any of the Restricted Jurisdictions or any state, province
or territory thereof and may not be offered, sold, resold,
delivered or distributed, directly or indirectly in or into any
Restricted Jurisdiction or to, or for the account or benefit of,
any person with a registered address in, or who is a resident of or
ordinarily resident in, or a citizen of, any Restricted
Jurisdiction except pursuant to an applicable exemption.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any state or other
jurisdiction of the United States, and, absent registration, may
not be offered or sold in the United States or to, or for the
account or benefit of, US Persons (as defined in Regulation S under
the Securities Act) except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and the securities laws of any relevant state or
other jurisdiction of the United States. There will be no public
offering of the Placing Shares in the United States or elsewhere.
Any offers and sales of the Placing Shares to US persons (as such
term is defined in Regulation S under the Securities Act) will be
made only to persons who are "qualified institutional buyers" as
defined in Rule 144A under the Securities Act.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by the
Company, the Selling Shareholder or Liberum or any of their
respective affiliates.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company, the Selling
Shareholder or the Joint Bookrunners or any of their respective
affiliates that would, or which is intended to, permit a public
offer of the Placing Shares in any jurisdiction or possession or
distribution of this announcement or any other offering or
publicity material relating to the Placing Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company, the Selling Shareholder or the Joint Bookrunners to inform
themselves about and to observe any applicable restrictions.
Liberum which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting only for the
Selling Shareholder in connection with the Placing and will not be
responsible to anyone other than the Selling Shareholder for
providing the protections offered to the clients of Liberum, nor
for providing advice in relation to the Placing or any matters
referred to in this announcement.
Peel Hunt which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting only for the
Selling Shareholder in connection with the Placing and will not be
responsible to anyone other than the Selling Shareholder for
providing the protections offered to the clients of Peel Hunt, nor
for providing advice in relation to the Placing or any matters
referred to in this announcement.
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END
ROIKZGZLRRFGFZM
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