Staff Incentive Awards and PDMR Shareholding

RNS Number : 8674T

Alpha Fin Markets Consulting plc

23 July 2020

 

23 July 2020

Alpha Financial Markets Consulting plc

(' Alpha FMC ', 'Alpha', the 'Company' or ' 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 22 July 2020, the Company granted 3,293,836 Management Incentive Plan ("MIP") awards to its management team globally, comprising 2,079,071 UK Joint Share Ownership Plan ("JSOP") awards and 1,214,765 MIP share options. In addition, the Company granted 72,064 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. 

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) relevant country or divisional FY 21 budgetary performance targets, (ii) individual sales, delivery excellence and behavioural targets, and (iii) total shareholder return of a basket of comparable companies over three years, as applicable.  

Of the total 2,079,071 JSOP Share awards, 2,019,029   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, 1,930,381 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 28 July 2020. 

On 22 July 2020, the Company bought back 88,648 Ordinary Shares from prior employees ("Reclaimed Shares") for nominal value. All of the Reclaimed Shares and 60,042 shares already held in the EBT   will be used to satisfy the balance of the 2,079,071   JSOP Share awards not issued as New Ordinary Shares.  

Following the JSOP Shares, MIP and EIP share option awards, the Company will have 9,717,925 outstanding MIP and EIP share options and JSOP Shares in total, representing approximately 9.21 per cent of the issued share capital of the Company.  Within this total, 9,151,137 MIP options and JSOP Share awards are outstanding, including the 3,293,836 MIP options and JSOP Shares awarded on 22 July 2020. Total MIP options and JSOP Share awards outstanding represent approximately 8.67 per cent of the issued share capital of the Company, of which approximately 3.12 per cent was awarded on 22 July 2020. 

As set out in the Company's 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 22 July 2020 MIP award grants, 329,294 have been granted to Euan Fraser and 126,652 have been granted to John Paton, both persons discharging managerial responsibilities ("PDMRs"). Following the grant of the MIP awards, Euan Fraser holds 865,637 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 268,890 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 105,538,019 Ordinary Shares in issue, of which none are held in Treasury. The total number of voting rights in the Company is 100,849,561.

The above figure of 100,849,561 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. 

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	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	Grant of share award over Ordinary Shares of 0.075p each ISIN: GB00BF16C058
b)	Nature of the transaction	Share award granted under the Alpha Financial Markets Consulting plc Management Incentive Plan
c)	Price and volume	Price Volume £1 total consideration 329,294
d)	Aggregated information	As above
	Date of the transaction	22 July 2020
f)	Place of the transaction	Outside a trading venue

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	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	Grant of share award over Ordinary shares of 0.075p each ISIN: GB00BF16C058
b)	Nature of the transaction	Share award granted under the Alpha Financial Markets Consulting plc Management Incentive Plan
c)	Price and volume	Price Volume £1 total consideration 126,652
d)	Aggregated information	As above
	Date of the transaction	22 July 2020
f)	Place of the transaction	Outside a trading venue

E nquiries:

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 Harrison Clarke Seamus Fricker
Berenberg (Broker)	[phone]
Chris Bowman Toby Flaux Alix Mecklenburg-Solodkoff
Prism Cosec	[phone]
Sally Chandler

About Alpha FMC:

Alpha FMC is a leading global provider of specialist consultancy services to the asset and wealth management industry.

With over 400 consultants across twelve offices spanning the UK, Europe, North America and Asia, Alpha FMC has the largest dedicated team in the industry. Alpha FMC has provided consultancy services to 380 clients, including 85% of the 20 largest global asset managers by AUM and a range of other buy-side firms. 

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