Scheme of Arrangement Becomes Effective
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM ANY RESTRICTED JURISDICTION OR WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF ANY SUCH JURISDICTION
FOR IMMEDIATE RELEASE
31 October 2025
Recommended Cash Acquisition
of
ALPHA GROUP INTERNATIONAL PLC
by
CORPAY, INC.
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 23 July 2025, the boards of Alpha Group International plc (Alpha) and Corpay, Inc. (Corpay) jointly announced that they had reached agreement on the terms of a recommended acquisition, pursuant to which Corpay would acquire the entire issued and to be issued ordinary share capital of Alpha (the Acquisition), to be effected by means of a Court approved scheme of arrangement under Part 26 of the Companies Act 2006 (the Scheme).
On 28 October 2025, Alpha announced that the Court had sanctioned the Scheme to effect the Acquisition of Alpha by Corpay.
Alpha is pleased to announce that the Scheme has now become effective.
Under the terms of the Scheme, holders of Alpha Shares are entitled to receive 4,250 pence for each Alpha Share held at the Scheme Record Time (6.00 p.m. on 29 October 2025). The latest date for the despatch of cheques to Scheme Shareholders and settlement through CREST is 14 November 2025.
Dealings in Alpha Shares were suspended with effect from 6.00 p.m. on 29 October 2025. Applications have been made to the UK Listing Authority and the London Stock Exchange in relation to the delisting of Alpha Shares from the Official List and cancellation of the admission to trading of Alpha Shares on the main market of the London Stock Exchange, which are each expected to take place at 8.00 a.m. on 3 November 2025.
Terms defined in the Scheme Document dated 11 August 2025 have the same meanings in this announcement.
Enquiries:
|
Corpay |
via Oppenheimer |
|
Jim Eglseder (Investor Relations) Chad Corley (Media Relations) |
|
|
Oppenheimer Europe (Financial Adviser to Corpay) |
+44 20 7220 1900 |
|
Ernest Bell Richard Clarke Lucia Sviatkova |
|
|
Alpha |
via Peel Hunt |
|
Clive Kahn, CEO Tim Powell, CFO |
|
|
Centerview (Joint Financial Adviser to Alpha) |
+44 20 7409 9700 |
|
Tadhg Flood Hadleigh Beals |
|
|
Peel Hunt (Joint Financial Adviser and Corporate Broker to Alpha) |
+44 20 7418 8900 |
|
Neil Patel Benjamin Cryer |
|
|
Panmure Liberum (Corporate Broker to Alpha) |
+44 20 3100 2000 |
|
Max Jones William King |
|
|
Alma Strategic Communications (Financial Public Relations) |
+44 77 8090 1979 |
|
Josh Royston Andy Bryant |
|
|
Jones Day is retained as legal adviser to Corpay. Freshfields LLP is retained as legal adviser to Alpha. |
|
Important notices relating to financial advisers
Oppenheimer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial advisor to Corpay and no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than Corpay for providing the protections afforded to clients of Oppenheimer nor for providing advice in relation to the matters set out in this Announcement. Neither Oppenheimer nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Oppenheimer in connection with this Announcement, any statement contained herein or otherwise.
Centerview, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Alpha and no one else in connection with the Acquisition and/or any other matter referred to in this Announcement and will not be responsible to anyone other than Alpha for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this Announcement, or any other matter referred to in this Announcement. Neither Centerview nor any of its affiliates, nor any of Centerview's and such affiliates' respective members, directors, officers, controlling persons or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Centerview in connection with this Announcement, any statement contained herein or otherwise.
Peel Hunt, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser and corporate broker to Alpha and for no one else in connection with the Acquisition and/or any other matter referred to in this Announcement and will not be responsible to anyone other than Alpha for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this Announcement, or any other matter referred to in this Announcement. Neither Peel Hunt nor any of its affiliates, nor any of Peel Hunt's and such affiliates' respective members, directors, officers, controlling persons or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with this Announcement, any statement contained herein or otherwise.
Panmure Liberum, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as corporate broker to Alpha and for no one else in connection with the Acquisition and/or any other matter referred to in this Announcement and will not be responsible to anyone other than Alpha for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this Announcement, or any other matter referred to in this Announcement. Neither Panmure Liberum nor any of its affiliates, nor any of Panmure Liberum's and such affiliates' respective members, directors, officers, controlling persons or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Panmure Liberum in connection with this Announcement, any statement contained herein or otherwise.
Further information
This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Alpha in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document (or if the Acquisition is implemented by way of a Takeover Offer, the offer document) which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote or decision in respect of the Scheme (or the Takeover Offer, if applicable) or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the offer document).
This Announcement does not constitute a prospectus or prospectus equivalent document. The statements contained in this Announcement are not to be construed as legal, business, financial or tax advice.
Overseas Shareholders
The release, publication or distribution of this Announcement in or into jurisdictions other than the United Kingdom and the United States may be restricted by law and/or regulations. Persons who are not resident in the United Kingdom or the United States or who are subject to the laws and regulations of other jurisdictions should inform themselves of, and observe, any applicable requirements.
Unless otherwise determined by Corpay or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from such jurisdictions where to do so would violate the laws in those jurisdictions. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), such Takeover Offer may not be made available directly or indirectly, in, into or from any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction.
The availability of the Acquisition to Alpha Shareholders who are not resident in the United Kingdom or the United States (and, in particular, their ability to vote their Scheme Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf) may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or the United States should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. The Acquisition will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the Listing Rules.
Further details in relation to Overseas Shareholders are contained in the Scheme Document.
Shareholders subject to Sanctions
If any Alpha Shares are Scheme Restricted Shares: (a) such Scheme Restricted Shares will not form part of, and will not be transferred pursuant to, the Acquisition and/or the Scheme; (b) no holder of such Scheme Restricted Shares will receive any Cash Consideration; and (d) under the terms of the Acquisition and the Scheme, with effect on and from the Effective Date, all rights attaching to such Scheme Restricted Shares will cease to be exercisable.
Please refer to the Scheme in Part IV (The Scheme of Arrangement) of the Scheme Document for further details.
Additional information for US investors
The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws.
Each US Alpha Shareholder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him or her.
It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Alpha is located in a country other than the US, and all of its officers and directors are residents of countries other than the US. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
Electronic communications
Please be aware that addresses, electronic addresses and certain information provided by Alpha Shareholders, persons with information rights and other relevant persons for the receipt of communications from Alpha may be provided to Corpay during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Publication on website and availability of hard copies
A copy of this Announcement and the documents required to be published by Rule 26 of the Code will be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Alpha's website at www.alphagroup.com and Corpay's website at www.corpay.com. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this Announcement.
Alpha Shareholders and persons with information rights may request a hard copy of this Announcement by contacting Alma Strategic Communications between 9:30 a.m. and 5:00 p.m. (London time) Monday to Friday (public holidays excepted) on +44 (0)77 8090 1979. Calls to this number are charged at national rates or, in the case of calls from outside the UK, at the applicable international rate. Calls from a mobile device may incur network extras. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form. If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this Announcement will not be provided unless such a request is made.
General
If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are a resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
Neither the delivery of this Announcement nor holding the Meetings, the Court Hearing, or filing the Court Order shall, under any circumstances, create any implication that there has been no change in the affairs of the Alpha Group or the Corpay Group since the date of this Announcement or that the information in, or incorporated into, this Announcement is correct as at any time subsequent to its date.
This Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
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