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Alpha FX Group PLC (AFX)

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Tuesday 16 April, 2019

Alpha FX Group PLC

Canadian Office Share Ownership Scheme

RNS Number : 2494W
Alpha FX Group PLC
16 April 2019

16 April 2019


Alpha FX Group plc

("Alpha" or "Company")

Canadian Office Share Ownership Scheme

Alpha FX Group plc (AIM:AFX), a foreign exchange service provider to the corporate and institutional market, today announces a share ownership scheme for those individuals responsible for  launching the Company's operation in Canada.

As reported in the Company's recent preliminary results, the Company has expanded its operations through the opening of  an office in Canada. The Canadian operation is led by Mark Stuart, reporting directly to the executive directors of Alpha.

The share capital of  Alpha Foreign Exchange (Canada) Limited (the "Subsidiary") is  75% owned by Alpha FX Limited, the Company's main trading entity. The remaining shares are owned by two of the Subsidiary's employees. Mark Stuart owns 23% of the shares and the balance of 2% is owned by Max Christian Nord-Harper (Mark Stuart and Max Christian Nord-Harper being the "Participants"). The Participants have a right to transfer their shares in the Subsidiary to shares in the Company under an agreement signed with Alpha FX Limited.  Under this agreement the Participants exchange 25% of the shares they hold in the Subsidiary for new ordinary shares in the Company in each of the financial years ended 31 December 2021, 31 December 2022, 31 December 2023 and 31 December 2024. The Subsidiary shares exchanged by the Participants will be valued with reference to an 8x multiple of underlying profit after tax achieved by the Subsidiary. The number of new ordinary shares issued by the Company in exchange for the shares of the Subsidiary will be determined by reference to the average of the middle market quotations of the Company's ordinary shares for the 60 business days preceding the date of issue. As the shares held by the Participants in the Subsidiary is reduced over time, Alpha FX Limited's shareholding over the Subsidiary will commensurately increase. The vesting schedule for the share ownership scheme may be amended by unanimous agreement of the directors of the Subsidiary.

Mark Stuart is a director of the Subsidiary (together with Morgan Tillbrook, Henry Lisney and Tim Kidd) and his participation in the share ownership scheme is a related party transaction pursuant to the AIM Rules. The directors of the Company consider, having consulted with the Company's nominated adviser, Liberum, that the terms of Mark Stuart's participation in the share ownership scheme are fair and reasonable insofar as shareholders are concerned. As referred to in the Company's preliminary results announcement dated 20 March 2019 and its annual report, for the year ended 31 December 2018 the Subsidiary incurred start up losses of £317,082, in line with the Board's expectations.



Alpha FX Group plc                                                                                         via Alma PR

Morgan Tillbrook, Founder and CEO

Tim Kidd, CFO

Henry Lisney, COO


Liberum Capital Limited (Nominated Adviser and Sole Broker)          Tel: +44 (0) 20 3100 2000

Neil Patel

Richard Bootle

Kane Collings


Alma PR (Financial Public Relations)                                                              Tel: 0203 405 0208

Josh Royston

Helena Bogle

Rebecca Sanders - Hewett


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 Henry Lisney, Chief Operating Officer.

Notes to Editors

Alpha is a foreign exchange service provider focused on managing exchange rate risk for corporates and institutions that trade internationally. The Group's primary client base consists of corporates and institutions that have a requirement to convert currency for a commercial purpose, such as buying or selling goods and services overseas, repatriating profits, or expatriating payroll. Since it was incorporated in 2010, Alpha has been able to build and retain a high-quality client base that includes a number of highly respected household brands.


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