NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS IS AN
ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF
A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE
CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE NOR AS TO THE
TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE
THIS ANNOUNCEMENT
CONTAINS INSIDE INFORMATION
FOR IMMEDIATE
RELEASE
1 May 2024
Alpha Financial Markets Consulting
plc
Response to press speculation
The Board of Alpha Financial Markets Consulting plc
("Alpha FMC" or the "Group") notes the recent press speculation and
confirms that it has received a non-binding indicative proposal
from Bridgepoint Advisers Limited ("Bridgepoint") regarding a
possible cash offer for the entire issued and to be issued ordinary
share capital of Alpha FMC (the "Bridgepoint Proposal"). The Board
also confirms that Cinven Limited ("Cinven") is considering a
possible offer for the entire issued and to be issued ordinary
share capital of Alpha FMC, although no indicative offer proposal
has been received currently.
The Bridgepoint Proposal is subject to a number of
pre-conditions, including the completion of due diligence.
There can be no certainty that any firm offer
will be made for Alpha FMC, nor as to the terms on which any firm
offer might be made.
In accordance with Rule 2.6(a) of the Code,
each of Bridgepoint and Cinven is required, by no later than 5.00
p.m. (London time) on 29 May 2024, being 28 days after today's
date, to either announce a firm intention to make an offer for
Alpha FMC in accordance with Rule 2.7 of the Code or announce that
it does not intend to make an offer, in which case the announcement
will be treated as a statement to which Rule 2.8 of the Code
applies. This deadline can be extended with the consent of the
Takeover Panel in accordance with Rule 2.6(c) of the
Code.
Alpha FMC is now in an offer period. A further
announcement will be made as and when appropriate.
This announcement is being made without the
consent of Bridgepoint and Cinven.
The person responsible for releasing this
announcement on behalf of Alpha FMC is Georgina Sharley, Group
Company Secretary.
Enquiries:
Alpha FMC
plc
Luc Baqué (Chief Executive
Officer)
John Paton (Chief Financial
Officer)
Georgina Sharley (Group Company
Secretary)
|
+44 (0)20 7796 9300
|
Investec Bank plc -
Lead Financial Adviser, NOMAD and Joint Corporate Broker
James Rudd, Patrick Robb (Corporate Broking and PLC
Advisory)
Jonathan Arrowsmith, Edward Thomas (M&A
Advisory)
Berenberg - Joint
Financial Adviser and Joint Corporate Broker
Toby Flaux
Miles Cox
James Thompson
Alix Mecklenburg-Solodkoff
|
+44 (0)20 7597 4000
+44 (0)20 3207 7800
|
Camarco -
Financial PR
Ed Gascoigne-Pees, Phoebe Pugh
|
+44 (0)20 3757 4980
|
This information in this announcement is deemed
by Alpha FMC to constitute inside information as defined in Article
7 of the Market Abuse Regulation No. 596/2014 (as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018,
as amended). On the publication of this announcement via a
Regulatory Information Service, this inside information is now
considered to be in the public domain.
Disclaimers
Investec, which is authorised by the
Prudential Regulation Authority (the "PRA") and regulated by the Financial
Conduct Authority and PRA in the United Kingdom, is acting
exclusively as lead financial adviser to Alpha FMC and for no one
else in connection with the offer proposals and will not be
responsible to any person other than Alpha FMC for providing the
protections afforded to clients of Investec, nor for providing
advice in relation to the offer proposals, the content of this
announcement or any matter referred to in this announcement.
Neither Investec nor any of its subsidiaries, branches or
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 Investec in connection with this announcement, any statement
contained herein or otherwise.
Joh. Berenberg, Gossler & Co. KG
("Berenberg"), which is authorised and regulated by the German
Federal Financial Supervisory Authority ("BaFin") and is authorised
and regulated in the United Kingdom by the FCA, is acting as
financial adviser exclusively to Alpha FMC and no one else in
connection with the offer proposals and will not be responsible to
any person other than Alpha FMC for providing the protections
afforded to clients of Berenberg, nor for providing advice in
relation to the offer proposals, the content of this announcement
or any matter referred to in this announcement. Neither Berenberg
nor any of its affiliates (nor their respective directors, officers,
employees or agents) 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 Berenberg in connection with this announcement, any
statement contained herein or otherwise.
Rule 26.1
Disclosure
In accordance with Rule 26.1 of the Code, a
copy of this announcement will be available (subject to certain
restrictions relating to persons resident in restricted
jurisdictions) at www.alphafmc.com by no later than 12 noon (London
time) on the business day following the date of this announcement.
The content of the website referred to in this announcement is not
incorporated into and does not form part of this
announcement.
Disclosure
requirements of the Code
Under Rule 8.3(a) of the Code, any person who
is interested in 1% or more of any class of relevant securities of
an offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the Code applies must be made by no
later than 3.30 pm (London time) on the 10th business day following
the commencement of the offer period and, if appropriate, by no
later than 3.30 pm (London time) on the 10th business day following
the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who
is, or becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code applies must be made by no
later than 3.30 pm (London time) on the business day following the
date of the relevant dealing.
If two or more persons act together pursuant to
an agreement or understanding, whether formal or informal, to
acquire or control an interest in relevant securities of an offeree
company or a securities exchange offeror, they will be deemed to be
a single person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made
by the offeree company and by any offeror and Dealing Disclosures
must also be made by the offeree company, by any offeror and by any
persons acting in concert with any of them (see Rules 8.1, 8.2 and
8.4 of the Code).
Details of the offeree and offeror companies in
respect of whose relevant securities Opening Position Disclosures
and Dealing Disclosures must be made can be found in the Disclosure
Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and
when any offeror was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure.
Rule 2.9
disclosure
In accordance with Rule 2.9 of the Code, as at
the close of business on 30 April 2024 (being the business day
prior to the date of this announcement), Alpha FMC confirms that it
had in issue 122,009,736 ordinary shares of 0.075 pence each with
voting rights and admitted to trading on AIM under the ISIN code
GB00BF16C058.