ALFA Alfa Financial Software Holdings Plc

RNS Announcement

30 May 2024

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

CHP Software and Consulting Holdings Limited

Sale of shares in Alfa Financial Software Holdings plc ("Alfa" or the "Company")

CHP Software and Consulting Holdings Limited ("CHP" or the "Seller") has indicated its intention to sell 14,450,867 ordinary shares in the Company, representing approximately 4.9% per cent. of the Company's issued share capital at a price of 173p per share (the "Sale"). Andrew Page is Executive Chairman of Alfa and is the ultimate controlling shareholder of CHP. In addition, Andrew Denton, Chief Executive Officer of Alfa, is a minority shareholder in CHP.

The Sale is to satisfy specific market demand from a single institutional shareholder. Alfa is not party to the Sale and will not receive any proceeds from the Sale.

CHP will hold 161,454,782 ordinary shares, representing approximately 54.7 per cent. of the Company's issued share capital immediately post the Sale.

Enquiries:

Important notice

The securities referred to herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the applicable securities laws of any state or other jurisdiction of the United States. Such securities may not be offered or sold in the United States unless registered under the Securities Act or offered in a transaction exempt from, or not otherwise 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 such securities in any jurisdiction.

This announcement is only directed at persons (1) in the European Economic Area who are qualified investors within the meaning of article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and (2) in the United Kingdom who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 who (a) 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, (the "Order") or (b) are high net worth entities falling within article 49(2)(a) to (d) of the Order or (3) are persons to whom this announcement may otherwise be lawfully communicated (all such persons being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this announcement or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Barclays Bank PLC ("Barclays"), which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority (the "FCA") and the PRA in the United Kingdom is acting only for the Seller in connection with the Sale and will not be responsible to anyone other than the Seller for providing the protections offered to the clients of Barclays nor for providing advice in relation to the Sale or any matters referred to in this announcement.

Investec Bank plc ("Investec"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom is acting only for the Seller in connection with the Sale and will not be responsible to anyone other than the Seller for providing the protections offered to the clients of Investec nor for providing advice in relation to the Sale or any matters referred to in this announcement.