New Share Schemes

Alpha Group International PLC

26 April 2024

 

26 April 2024

Alpha Group International plc

("Alpha" or the "Company")

New Share Schemes

Alpha Group International plc (AIM: ALPH), a high-tech, high-touch provider of financial solutions, dedicated to corporates and institutions operating internationally, today wishes to provide an update with regard to changes to the Group's Employee Share Schemes. 

J Share Growth Scheme

The Group will be adopting a growth share scheme, in addition to and on similar terms to the existing F Share Growth Scheme under which 550 ordinary shares ("J Shares") in Alpha FX Limited will be issued in total to certain employees of the Group ("J Share Growth Scheme").

The J Shares contain a put option, allowing the holder to convert their J shares into ordinary shares in Alpha. The J Shares allocated to each employee will vest in five equal tranches, occurring annually, in respect of the Financial Years for 2024, 2025, 2026, 2027 and 2028, subject to the Group achieving the target growth rates for that year. The relevant target growth rates are as follows:- Group revenue growth of 20% in Financial Year 2024, 20% in Financial Year 2025, 20% in Financial Year 2026, 15% in Financial Year 2027 and 15% in Financial Year 2028. Once vested the employee has the right to exercise their put option to convert their J shares into ordinary shares of Alpha. The number of ordinary shares of Alpha issued to the employees is calculated by dividing the value of the employee's holding of J shares by the average of the closing price of Alpha over 60 days prior to the date of vesting.  The value of each of the employee's J shares on vesting is calculated with reference to the gain in market capitalisation of Alpha between the allotment date (£761 million) and the vesting date (based on an average of the closing price of Alpha over 60 days prior to the date of vesting, subject to a cap of £1,694 million) divided by the number of relevant Alpha FX Limited shares in issue at the date of vesting.

L Share Growth Scheme

The Group will be adopting a new growth share scheme, under which 820 ordinary shares ("L Shares") in Alpha FX Limited will be issued in total to certain employees of the Group ("L Share Growth Scheme"). The L Share Growth Scheme will replace the existing G Growth Share Scheme and H Share Growth Scheme launched in 2022 and ensures that employees within the UK Corporate division are part of a single unified scheme.

The L Shares contain a put option, allowing the holder to convert their L shares  into ordinary shares in Alpha. The L Shares allocated to each employee will vest in five equal tranches, occurring annually, in respect of the Financial Years for 2024, 2025, 2026, 2027 and 2028, subject to the London Corporate division (and the corporate division in Spain) achieving the target growth rates for that year. The relevant target growth rates are as follows:- London Corporate division (and the corporate division in Spain) revenue growth of 15% in Financial Year 2024, 15% in Financial Year 2025, 15% in Financial Year 2026, 10% in Financial Year 2027 and 10% in Financial Year 2028. Once vested the employee has the right to exercise their put option to convert their L shares into ordinary shares of Alpha. The number of ordinary shares of Alpha issued to the employees is calculated by dividing the value of the employee's holding of L shares by the average of the closing price of Alpha over 60 days prior to the date of vesting.  The value of each of the employee's L shares on vesting is calculated with reference to the gain in market capitalisation of Alpha between the allotment date (£761 million) and the vesting date (based on an average of the closing price of Alpha over 60 days prior to the date of vesting, subject to a cap of £1,694 million) divided by the number of relevant Alpha FX Limited shares in issue at the date of vesting.

Fund Finance Share Scheme

Following the launch of the Fund Finance division in 2023, the Group is putting in place an employee share ownership scheme for certain individuals (the "Fund Finance Participants"). A new class of shares ("K Shares") in Alpha FX Limited is being created, with 75% owned by the Group and 25% owned by the remaining Fund Finance Participants. The value of the K Shares will be linked to the performance of the Fund Finance division. From March 2026, the Fund Finance Participants will have the option to convert 25% of their holding of K Shares into ordinary shares in the Company each year for four years (with the final option being exercisable in March 2029). The value of the shares upon conversion is based on an 8x multiple of the operation's annual profit after tax, and therefore is designed to be accretive on an EPS basis for our Group shareholders as long as Alpha's valuation stays in excess of an 8x multiple of earnings and Group earnings continue to grow sufficiently.  

Italy Share Scheme

In order to incentivise the key personnel within the Italian Branch of Alpha FX Europe Limited, the Group is putting in place an employee share ownership scheme for certain individuals (the "Italy Branch Participants"). A new class of shares ("Class A Shares") in Alpha FX Europe Limited is being created, with 82.5% owned by the Group and 17.5% owned by the remaining Italy Branch Participants. The value of the Class A Shares will be linked to the performance of the Italian Branch of Alpha FX Europe Limited. From March 2026, the Italy Branch Participants will have the option to convert 25% of their holding of Class A Shares into ordinary shares of the Company each year for four years (with the final option being exercisable in March 2029).  The value of the shares upon conversion is based on an 8x multiple of the operation's annual profit after tax, and therefore is designed to be accretive on an EPS basis for our Group shareholders as long as Alpha's valuation stays in excess of an 8x multiple of earnings and Group earnings continue to grow sufficiently.  

Netherlands and Germany Option Scheme

In order to incentivise the key personnel within the German Branch of Alpha FX Europe Limited and within Alpha FX Netherlands Limited, the Group is putting in place two new employee option schemes for certain individuals. The option schemes are being launched under the terms of Alpha's new Group Incentive Plan that has been put in place as part of the move to the Main Market. The options are being granted over shares in Alpha and the number of options awarded are linked to the performance of the German Branch of Alpha FX Europe Limited and Alpha FX Netherlands Limited, respectively. The German option scheme will entitle holders to exercise 25% of their options into ordinary shares in the Company from March 2027 each year for four years (with the final option being exercisable in March 2030). The Netherlands option scheme will entitle holders to exercise 25% of their options into ordinary shares in the Company from March 2026 each year for four years (with the final option being exercisable in March 2029).

Alpha confirms that no shares or options have been granted to any executive director in connection with the above schemes.

Alpha further confirms that in order to maintain good corporate governance, it will include the shares issued in connection with the above share and option schemes when assessing its share plan dilution limit post admission to the Main Market.

135 of the L Shares are being issued to Alex Howorth, who is a PDMR of the Company, and therefore the relevant regulatory disclosure has been made in the table below.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Alex Howorth
2	Reason for the notification
a)	Position/status	Group Managing Director, FX Risk Management
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Alpha Group International plc
b)	LEI	213800RESM1FPUXY6K31
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	L ordinary shares in Alpha FX Limited, which may be convertible into ordinary shares in Alpha Group International plc
	Identification code	ISIN: GB00BF1TM596
b)	Nature of the transaction	Issue of L Shares
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			N/A	135 L Shares
d)	Aggregated information	N/A
	- Aggregated volume
	- Price
e)	Date of the transaction	26 April 2024
f)	Place of the transaction	Off market

Enquiries:

Alpha Group International plc Morgan Tillbrook, Founder and CEO Tim Powell, CFO	Via Alma
Liberum (Nominated Adviser and Joint Broker) Max Jones Ben Cryer Anake Singh	[phone]
Peel Hunt (Joint Broker) Neil Patel Paul Gillam Kate Bannatyne	[phone]
Alma Strategic Communications (Financial Public Relations) Josh Royston Andy Bryant Kieran Breheny	[phone]

Notes to editors

Alpha is a high-tech, high-touch provider of enhanced financial solutions dedicated to corporates and institutions globally. Working with clients across 50+ countries, we blend intelligent human capabilities with new technologies to provide clients with an enhanced alternative to their bank, with solutions covering: FX risk management, global accounts mass payments, fund finance and bank management.

Key to our success is our team - over 400 people based across seven global offices, brought together by a high-performance culture and a partnership structure that empowers them to act as owners of our business.

Whilst we are an established business listed on the London Stock Exchange, we remain relentlessly focused on maintaining the same level of operational agility and client focus we had when we first started in 2009. This dynamic, combined with the passion of our people, have enabled us to make a substantial and enduring difference to our clients, and deliver a growth story to match.

 

END