Proposed secondary placing of Ordinary Shares
Not for publication, distribution or release, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or Republic of South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful.
10 September 2020
Alpha FX Group plc
("Alpha FX" or the "Company")
Proposed secondary placing of Ordinary Shares in Alpha FX
Alpha FX Group plc (AIM: AFX) today announces that, in response to investor demand, it has been notified by certain Directors and Senior Management of the Company ("Selling Shareholders") of their intention to sell up to 3,846,153 ordinary shares of £0.002 each in the Company ("Placing Shares") at a price of 910 pence per Placing Share (the "Placing") .
Following the expiry of their original three year share lock-in agreement on 7 April 2020, co-founders Morgan Tillbrook and Jonathan Currie have again agreed not to sell or otherwise dispose of any of their holding of Ordinary Shares for a further three years from the date of this announcement, except with the prior written consent of Liberum and the Company.
Details of the proposed numbers of Placing Shares to be disposed of by the Selling Shareholders are as follows:
|
Selling Shareholder |
Position in the Company |
Proposed Placing Shares |
|
Morgan Tillbrook |
Chief Executive Officer |
2,714,281 |
|
Jonathan Currie |
Co-Founder |
904,760 |
|
Tim Kidd |
Chief Financial Officer |
120,000 |
|
Clive Kahn |
Non-Executive Chairman |
65,000 |
|
Lisa Gordon |
Non-Executive Director |
42,112 |
The Placing Shares in aggregate represent approximately 9.6% of the Company's issued share capital following the Option Exercise (as defined below). E ach Selling Shareholder remains strongly aligned to the long-term success of Alpha FX. Assuming all the Placing Shares are sold, the Selling Shareholders will, following completion of the Placing, continue to hold, in aggregate, 23.8 % of the issued share capital of the Company.
The sale of the Placing Shares will be effected by way of an accelerated bookbuild to institutional investors, which will be launched immediately following this announcement. Liberum Capital Limited ("Liberum") is acting as Sole Bookrunner in relation to the Placing.
The timing for the close of the bookbuild process and the distribution of allocations will be at the absolute discretion of Liberum. The results of the Placing will be announced as soon as practicable thereafter.
The Company has been notified today that, in conjunction with the Placing, Lisa Gordon, Non-Executive Director of the Company, intends to exercise her rights under the terms of an Unapproved Option Agreement dated 3 April 2017 entered into between her and the Company (the "Option Exercise") pursuant to which Lisa Gordon will be issued with 57,397 Ordinary Shares. The exercise price is £0.002 per Ordinary Share. Up to 42,112 new Ordinary Shares issued pursuant to the Option Exercise are included within the aggregate amount of Placing Shares.
The Company is not a party to the Placing and will not receive any proceeds from the Placing.
For further information, please contact:
|
Alpha FX Group plc |
via Alma PR |
|
Morgan Tillbrook, CEO Tim Kidd, CFO
|
|
|
|
|
|
Liberum (Nominated Adviser and Sole Bookrunner) |
+44 (0)20 3100 2000 |
|
Neil Patel Richard Bootle Kane Collings |
|
|
Alma PR (Financial Public Relations) Josh Royston Helena Bogle
|
+44 (0)7780 901979
|
Market Abuse Regulation
This announcement is released by Alpha FX Group plc and contains inside information for the purposes of the Market Abuse Regulation (EU) 596/2014 ("MAR") and is disclosed in accordance with the Company's obligations under Article 17 of MAR. The person who arranged for the release of this announcement on behalf of Alpha FX Group plc was Tim Kidd, Chief Financial Officer.
Important Notices
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"); (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER") OR FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF FSMA; (3) TO PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE; AND (4) IN THE UNITED STATES OR TO ANY US PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S ("REGULATION S") UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")), TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (ALL SUCH PERSONS REFERRED TO IN (1), (2), (3) AND (4) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of securities in the United States, Australia, Canada, Japan or South Africa or in any other jurisdiction in which such an offer or invitation is unlawful ("Restricted Jurisdictions"). Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from any Restricted Jurisdiction. Any failure to comply with this restriction may constitute a violation of securities laws in the relevant Restricted Jurisdiction.
The Placing Shares are not being made available to the public and none of the Placing Shares are being offered or sold in any jurisdiction where it would be unlawful to do so. The Placing Shares have not been and will not be registered under the relevant laws of any of the Restricted Jurisdictions or any state, province or territory thereof and may not be offered, sold, resold, delivered or distributed, directly or indirectly in or into any Restricted Jurisdiction or to, or for the account or benefit of, any person with a registered address in, or who is a resident of or ordinarily resident in, or a citizen of, any Restricted Jurisdiction except pursuant to an applicable exemption.
The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere. Any offers and sales of the Placing Shares to US persons (as such term is defined in Regulation S under the Securities Act) will be made only to persons who are "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by the Company, the Selling Shareholders or Liberum or any of their respective affiliates.
The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Selling Shareholders or Liberum or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, the Selling Shareholders or Liberum to inform themselves about and to observe any applicable restrictions.
Liberum which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting only for the Selling Shareholders in connection with the Placing and will not be responsible to anyone other than the Selling Shareholders for providing the protections offered to the clients of Liberum, nor for providing advice in relation to the Placing or any matters referred to in this announcement.
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