Issue of new shares, grant of incentive awards
4 July 2022
Alpha Financial Markets Consulting plc
(' Alpha FMC ', 'Alpha', the 'Company' or ' Group ')
Issue of new shares, grant of incentive awards, PDMR dealing, RSU vesting
and total voting rights
Alpha FMC (AIM: AFM), a leading global provider of specialist consultancy services to the asset management, wealth management and insurance industries, announces that certain Restricted Stock Unit ("RSU") awards have vested and the Company has made a grant of staff incentive awards under the Company's Management Incentive Plan ("MIP").
Following the vesting of RSU awards under the MIP, the Company will use 202,030 existing shares held in the Alpha Employee Benefit Trust ("EBT") to satisfy these vested awards.
On 1 July 2022, the Company granted 3,138,309 awards under its MIP to its management team globally, comprising 1,327,338 UK Joint Share Ownership Plan awards ("JSOP Shares") and 1,810,971 MIP share options. There will be no voting rights attached to the JSOP Shares while they are held in the EBT .
These JSOP Shares and MIP 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 performance conditions of the MIP awards and JSOP Shares include: (i) relevant country or divisional FY23 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.
A total of 1,800,000 ordinary shares of 0.075 pence per share in the Company ("New Ordinary Shares") will be issued by the Company to the EBT, of which 1,327,338 will be used for the JSOP Shares and 472,662 will be held by the EBT for the satisfaction of future share option awards. 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 7 July 2022.
Following the JSOP Shares and MIP share option awards, the Company will have 11,880,891 unvested MIP and Employee Incentive Plan ("EIP") share options and JSOP Shares outstanding in total, representing approximately 9.86% of the issued share capital of the Company. Within this total, 11,477,465 unvested MIP options and JSOP Shares are outstanding, including the 3,138,309 MIP options and JSOP Shares awarded on 1 July 2022. Total unvested MIP options and JSOP Shares outstanding represent approximately 9.52% of the issued share capital of the Company, of which approximately 2.60% was awarded on 1 July 2022.
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 1 July 2022 MIP award grants, 209,000 have been granted to Euan Fraser and 76,923 have been granted to John Paton, both persons discharging managerial responsibilities ("PDMRs"). Following the grant of the MIP awards, Euan Fraser holds 1,064,372 MIP options and JSOP Shares awards and he and his immediate family are beneficially interested in 563,485 Ordinary Shares representing 0.50% of the Company's total voting rights. Also, further to the grant of the MIP awards, John Paton holds 375,503 MIP options and JSOP Shares and he and his immediate family are beneficially interested in 91,772 Ordinary Shares representing 0.08% of the Company's total voting rights.
Following the above vesting, share awards and share issuance and subsequent to admission of the New Ordinary Shares, the Company will have 120,507,336 Ordinary Shares in issue, of which 7,628,611 are held in the Company's Employee Benefit Trust. No shares are held in treasury. The total number of voting rights in the Company will therefore be 112,878,725. The above figure of 112,878,725 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 Article 19 of the UK 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)
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1 |
Details of the person discharging managerial responsibilities / person closely associated |
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a) |
Name |
Euan Fraser |
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2 |
Reason for the notification |
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|
a) |
Position/status |
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b) |
Initial notification/Amendment |
Initial Notification |
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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
|
||||
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4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument;
|
|||||
|
a) |
Description of the financial instrument, type of instrument |
Grant of share award over Ordinary Shares of 0.075p each
|
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|
b) |
Nature of the transaction |
Share award granted under the Alpha Financial Markets Consulting plc Management Incentive Plan
|
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c) |
Price and volume |
|
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d) |
Aggregated information |
As above
|
||||
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|
Date of the transaction |
1 July 2022 |
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|
f) |
Place of the transaction |
Outside a trading venue |
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Notification and public disclosure of transactions by persons discharging managerial responsibilities (PDMR) and persons closely associated with them (PCA)
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
John Paton |
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2 |
Reason for the notification |
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|
a) |
Position/status |
|
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|
b) |
Initial notification/Amendment |
Initial Notification |
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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;
|
|||||
|
a) |
Description of the financial instrument, type of instrument |
Grant of share award over Ordinary shares of 0.075p each
|
||||
|
b) |
Nature of the transaction |
Share award granted under the Alpha Financial Markets Consulting plc Management Incentive Plan |
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|
c) |
Price and volume |
|
||||
|
d) |
Aggregated information |
As above
|
||||
|
|
Date of the transaction |
1 July 2022 |
||||
|
f) |
Place of the transaction |
Outside a trading venue |
||||
Enquiries :
For further information, please contact:
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Alpha Financial Markets Consulting plc |
+44 (0)20 7796 9300 |
|
Euan Fraser ( Global Chief Executive Officer ) John Paton ( Chief Financial Officer ) |
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Investec Bank plc - Nominated Adviser, Joint Corporate Broker |
+44 (0)20 7597 4000 |
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Patrick Robb James Rudd Harry Hargreaves |
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Berenberg - Joint Corporate Broker |
+44 (0)20 3207 7800 |
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Chris Bowman Toby Flaux Alix Mecklenburg-Solodkoff |
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Camarco - Financial PR |
+44 (0)20 3757 4980 |
|
Ed Gascoigne-Pees Georgia Edmonds |
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Prism Cosec - Company Secretary |
+44 (0)7407 733 518 |
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Sally Chandler |
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About Alpha FMC:
Headquartered in the UK and quoted on the AIM of the London Stock Exchange, Alpha is a leading global provider of specialist consultancy services to the asset management, wealth management and insurance industries.
Alpha has worked with all of the world's top 20 and 76% of the world's top 50 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 750 consultants globally, operating from 16 client-facing offices spanning the UK, North America, Europe and APAC.
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