Staff Incentive Awards and PDMR Shareholding

RNS Number : 6819C

Alpha Fin Markets Consulting plc

19 June 2019

 

19 June 2019

Alpha Financial Markets Consulting plc

('Alpha FMC' or the 'Company' or the 'Group')

Issue of new shares, grant of incentive awards, PDMR dealing

and total voting rights

Alpha FMC (AIM: AFM), a leading global provider of specialist consultancy services to the Asset and Wealth Management industry announces that the Company has made a grant of staff incentive awards. 

On 18 June 2019, the Company granted 3,132,572 Management Incentive Plan ("MIP") awards to its management team globally, comprising 2,144,742 UK Joint Share Ownership Plan ("JSOP") awards and 987,830 MIP share options. In addition, the Company granted 186,235 awards to employees by way of Employee Incentive Plan ("EIP") share options and RSU awards.  There will be no voting rights attached to the JSOP Shares whilst they are held in the JSOP.  

Consistent with previous awards, these JSOP Shares, MIP and EIP share options (i) have a nominal or nil consideration, (ii) will vest after three to five years, (iii) have a 10 year term, and (iv) are subject to certain individual or Group performance conditions. The MIP and JSOP Share awards performance conditions include: (i) 10 per cent growth of Group Adjusted EPS in the year ended 31 March 2020 ("FY 20") from the prior year, (ii) total shareholder return criteria over the three years to 31 March 2022, and (iii) local FY 20 budgetary performance, as applicable. 

A total of 2,144,742 ordinary shares of 0.075 pence per share in the Company ("Ordinary Shares") will be issued to Alpha's Employee Benefit Trust ("EBT") in relation to the JSOP Share awards (the "EBT Shares"). Of these EBT Shares 1,632,764 Ordinary Shares (the "New Ordinary Shares") will be issued by the Company.  Application has been made for the New Ordinary Shares, which will rank pari passu with the Company's existing issued Ordinary Shares, to be admitted to trading on AIM. It is expected that admission will become effective and that trading in the New Ordinary Shares will commence on or around 24 June 2019.  

On 18 June 2019, the Company bought back 124,238 Ordinary Shares from prior employees ("Reclaimed Shares") for nominal value. All of the Reclaimed Shares, along with a further 387,740 Ordinary Shares that are currently held in Treasury, will be used to satisfy the balance of the 2,144,742 JSOP Share awards not issued as New Ordinary Shares. 

Following the JSOP Shares, MIP and EIP share option awards, the Company will have 6,512,562 outstanding MIP and EIP share options and JSOP Shares in total, representing approximately 6.29 per cent of the issued share capital of the Company.  Within this total, 5,996,378 MIP options and JSOP Share awards are outstanding, including the 3,132,572 MIP options and JSOP Shares awarded on 18 June 2019. Total MIP options and JSOP Share awards outstanding represent approximately 5.79 per cent of the issued share capital of the Company, of which approximately 3.02 per cent was awarded on 18 June 2019.   

As set out in the AIM Admission Document, no more than 10 per cent of the total share capital of the Company from time to time shall be subject to unvested JSOP Shares, Options and RSUs that are granted under the MIP.

Of the 18 June MIP award grants, 286,343 have been granted to Euan Fraser and 88,105 have been granted to John Paton, both persons discharging managerial responsibilities ("PDMRs"). Following the grant of the MIP awards, Euan Fraser holds 536,343 MIP options and JSOP Shares awards and he and his immediate family are beneficially interested in 1,356,081 Ordinary Shares representing 1.34% of the Company's total voting rights. Also, further to the grant of the MIP awards, John Paton holds 142,238 JSOP Shares and he and his immediate family are beneficially interested in 37,639 Ordinary Shares representing 0.04% of the Company's total voting rights.

In accordance with the Financial Conduct Authority's Disclosure and Transparency Rules, following the above the Company has 103,607,638 Ordinary Shares in issue, of which none are held in Treasury. The total number of voting rights in the Company is 100,986,690.

The above figure of 100,986,690 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 in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation, provide additional detail. 

Enquiries:

Alpha Financial Markets Consulting plc	[phone]
Euan Fraser, Global Chief Executive Officer John Paton, Chief Financial Officer
Temple Bar Advisory
Alex Child-Villiers	[phone]
William Barker	[phone]
Sam Livingstone	[phone]
Grant Thornton UK LLP (Nominated Adviser)	[phone]
Philip Secrett Richard Tonthat Harrison Clarke Seamus Fricker
Berenberg (Broker)	[phone]
Chris Bowman Toby Flaux Alix Mecklenburg-Solodkoff

About Alpha FMC:

Alpha FMC is a leading global provider of specialist consultancy services to the asset and wealth management industry. Alpha FMC has worked with 80% of the world's top 20 asset managers by AUM, along with a wide range of other buy-side firms. It has the largest dedicated team in the industry, with over 350 consultants and contractors globally, operating from ten offices spanning the UK, Europe, the US and Asia.

Notification and public disclosure of transactions by persons discharging managerial responsibilities (PDMR) and persons closely associated with them (PCA) required for disclosure of transactions under Article 19 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation)

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	EUAN FRASER
2	Reason for the notification
a)	Position/status	PDMR GLOBAL CHIEF EXECUTIVE OFFICER
b)	Initial notification/Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	ALPHA FINANCIAL MARKETS CONSULTING PLC
b)	LEI	2138003XGYCLWLC7GF39
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	ORDINARY SHARES OF 0.075p EACH IN ALPHA FINANCIAL MARKETS CONSULTING PLC ISIN: GB00BF16C058
b)	Nature of the transaction	SHARES AWARD GRANTED TO THE PDMR LISTED UNDER THE ALPHA FINANCIAL MARKETS CONSULTING PLC MANAGEMENT INCENTIVE PLAN 2018
c)	Price and volume	Name(s) Price Share award EUAN FRASER  £1 total consideration 286,343
d)	Aggregated information	Total 286,343 JSOP Shares at £1 total consideration
	Date of the transaction	18 June 2019
f)	Place of the transaction	London, Off-market

The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation, provide additional detail. 

Notification and public disclosure of transactions by persons discharging managerial responsibilities (PDMR) and persons closely associated with them (PCA) required for disclosure of transactions under Article 19 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation)

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	JOHN PATON
2	Reason for the notification
a)	Position/status	PDMR CHIEF FINANCIAL OFFICER
b)	Initial notification/Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	ALPHA FINANCIAL MARKETS CONSULTING PLC
b)	LEI	2138003XGYCLWLC7GF39
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	ORDINARY SHARES OF 0.075p EACH IN ALPHA FINANCIAL MARKETS CONSULTING PLC ISIN: GB00BF16C058
b)	Nature of the transaction	SHARES AWARD GRANTED TO THE PDMR LISTED UNDER THE ALPHA FINANCIAL MARKETS CONSULTING PLC MANAGEMENT INCENTIVE PLAN 2018
c)	Price and volume	Name(s) Price Share award JOHN PATON  £1 total consideration 88,105
d)	Aggregated information	Total 88,105 JSOP Shares at £1 total consideration
	Date of the transaction	18 June 2019
f)	Place of the transaction	London, Off-market

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