Statement re possible offer by Corpay, Inc.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MAY BE MADE
FOR IMMEDIATE RELEASE
6 May 2025
Alpha Group International plc
("Alpha" or the "Company")
Statement re possible offer by Corpay, Inc. ("Corpay")
The Board of Alpha notes the announcement by Corpay and confirms that it has received a preliminary and conditional all-cash proposal from Corpay to acquire the entire issued and to be issued ordinary share capital of Alpha.
The Board carefully considered the proposal, together with its financial advisers, and unanimously rejected it.
In accordance with Rule 2.6(a) of the Code, Corpay is required, by not later than 5.00 p.m. (London time) on 30 May 2025, either to announce a firm intention to make an offer for Alpha in accordance with Rule 2.7 of the Code, or to announce that it does not intend to make an offer for Alpha, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can only be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.
A further announcement will be made if and when appropriate.
Enquiries:
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Alpha Group International plc |
Via Peel Hunt |
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Clive Kahn, CEO |
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Tim Powell, CFO |
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Peel Hunt LLP (Joint Financial Adviser and Corporate Broker to Alpha) |
+44 (0) 20 7418 8900 |
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Neil Patel |
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Benjamin Cryer |
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Centerview Partners UK LLP (Joint Financial Adviser to Alpha) |
+44 (0) 20 7409 9700 |
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Tadhg Flood |
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Hadleigh Beals |
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Freshfields LLP is acting as legal adviser to Alpha.
Important information
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser and corporate broker to Alpha and for no one else in connection with the matters referred to in this announcement and will not be responsible to any person other than Alpha for providing the protections afforded to clients of Peel Hunt, nor for providing advice in relation to the matters referred to herein. Neither Peel Hunt 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 Peel Hunt in connection with the matters referred to in this announcement, or otherwise.
Centerview Partners UK LLP ("Centerview"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Alpha and no one else in connection with the matters set out 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 contents of this announcement or any other matters 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, in delict, 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.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Rule 2.9 information
In accordance with Rule 2.9 of the Code, the Company confirms that as at the close of business on 2 May 2025 its issued share capital consisted of 42,372,107 ordinary shares of 0.2 pence each.
The Ordinary Shares are voting shares (each such Ordinary Share carries one vote per Ordinary Share) and are admitted to trading on the main market of the London Stock Exchange under the International Securities Identification Number GB00BF1TM596.
Publication on Website
A copy of this announcement will be made available subject to certain restrictions relating to persons resident in restricted jurisdictions on Alpha's website at www.alphagroup.com by no later than 12 noon London time on 7 May 2025.
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