Response to press speculation

Alpha Fin Markets Consulting plc

19 June 2024

 

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 OR REGULATIONS OF SUCH JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

19 June 2024

Alpha Financial Markets Consulting plc

("Alpha FMC")

Response to press speculation

On 1 May 2024, the Board of Alpha FMC confirmed that it had received a non-binding indicative offer from Bridgepoint Advisers Limited ("Bridgepoint") to acquire the entire issued and to be issued ordinary share capital of Alpha FMC (the "Proposal"). The Board notes the recent press speculation and confirms that the Proposal is at 505 pence in cash for each Alpha FMC share.

The Proposal represents an attractive premium of:

o   50.7 per cent. to the closing price of 335.0 pence per Alpha FMC share on 30 April 2024 (being the last business day before the date of the commencement of the offer period (as defined in the Code) relating to Alpha FMC (the "Offer Period")); and

o   47.4 per cent. to the volume-weighted average price of 342.7 pence per Alpha FMC share for the three-month period ended 30 April 2024 (being the last business day before the date of the commencement of the Offer Period);

Having carefully considered the terms of the Proposal with its financial advisers, the Independent  Directors of Alpha FMC have concluded that they would be minded unanimously to recommend the proposal to Alpha FMC shareholders should a firm intention to make an offer pursuant to Rule 2.7 of the Code be announced on such financial terms, subject to the finalisation of documentation and discussions, which are advanced.

In accordance with Rule 2.5(a) of the Code, Bridgepoint reserves the right to make an offer for Alpha FMC at a lower value or on less favourable terms than the Proposal:

o   with the agreement or recommendation of the Board of Alpha FMC;

o   if a third party announces a possible offer or a firm intention to make an offer for Alpha FMC which, at that date, is of a value less than the value of the Proposal;

o   if Alpha FMC announces a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code); or

o   if Alpha FMC announces, declares or pays any dividend or any other distribution or return of capital to shareholders, in which case Bridgepoint reserves the right to make an equivalent reduction to any offer.

Bridgepoint reserves the right to introduce other forms of consideration and/or vary the mix or composition of consideration of any offer.

There can be no certainty that any firm offer will be made for Alpha FMC. A further announcement will be made when appropriate.

As announced on 12 June 2024, Bridgepoint must, by no later than 5.00 p.m. on 20 June 2024, either announce a firm intention to make an offer for Alpha FMC in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

This announcement is being made with the consent of Bridgepoint.

The person responsible for releasing this announcement on behalf of Alpha FMC is Georgina Sharley, Group Company Secretary.

Enquiries:

Alpha FMC plc Luc Baqué (Chief Executive Officer) John Paton (Chief Financial Officer) Georgina Sharley (Group Company Secretary)	[phone]
Investec Bank plc - Lead Financial Adviser, NOMAD and Joint Corporate Broker James Rudd, Patrick Robb (Corporate Broking and PLC Advisory) Jonathan Arrowsmith, Edward Thomas (M&A Advisory) Berenberg - Joint Financial Adviser and Joint Corporate Broker Toby Flaux Miles Cox James Thompson Alix Mecklenburg-Solodkoff	[phone] [phone]
Camarco - Financial PR Ed Gascoigne-Pees, Phoebe Pugh	[phone]

This information in this announcement is deemed by Alpha FMC to constitute inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 (as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended). On the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Disclaimers

Investec, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority and PRA in the United Kingdom, is acting exclusively as lead financial adviser to Alpha FMC and for no one else in connection with the offer proposals and will not be responsible to any person other than Alpha FMC for providing the protections afforded to clients of Investec, nor for providing advice in relation to the offer proposals, the content of this announcement or any matter referred to in this announcement. Neither Investec nor any of its subsidiaries, branches or 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 Investec in connection with this announcement, any statement contained herein or otherwise.

Joh. Berenberg, Gossler & Co. KG ("Berenberg"), which is authorised and regulated by the German Federal Financial Supervisory Authority ("BaFin") and is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively to Alpha FMC and no one else in connection with the offer proposals and will not be responsible to any person other than Alpha FMC for providing the protections afforded to clients of Berenberg, nor for providing advice in relation to the offer proposals, the content of this announcement or any matter referred to in this announcement. Neither Berenberg nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 Berenberg in connection with this announcement, any statement contained herein or otherwise.

Rule 26.1 Disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.alphafmc.com by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Disclosure requirements of the Code

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

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

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 of the Code).

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 Takeover 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

END