TIDMAFX
RNS Number : 7629P
Alpha FX Group PLC
22 June 2022
22 June 2022
Alpha FX Group plc
("Alpha FX" or the "Company")
Growth Share Schemes and PDMR Dealing
Alpha FX Group plc (AIM: AFX), a high-tech, high-touch provider
of FX risk management, accounts and payments solutions to
corporates and institutions internationally, today wishes to
provide an update with regard to changes to the Group's Employee
Share Schemes.
Following on from the issuance of the E Share Growth Scheme in
2020, in which a total of 882 E Shares were issued to employees of
the Group, the Group will be adopting three new Growth Share
Schemes as described below resulting in a total of 910 shares being
issued to employees of the Group.
F Share Growth Scheme
The Group will be adopting a growth share scheme, in addition to
and on similar terms to the existing C Share Growth Scheme and E
Share Growth Scheme under which 285 F ordinary shares ("F Shares")
in Alpha FX Limited will be issued to certain employees of the
Group ("F Share Growth Scheme").
The F Shares contain a put option, such that, when and to the
extent vested, they can be converted into ordinary shares in Alpha
FX Group plc ("Alpha"). The F Shares will vest in four equal
tranches, occurring annually, in respect of the Financial Years for
2023, 2024, 2025 and 2026. Vesting for each Financial Year will
require Group revenue growth of 20% in Financial Year 2023, 20% in
Financial Year 2024, 20% in Financial Year 2025 and 20% in
Financial Year 2026. The rate of conversion that the F Shares will
be regarded as worth, is a pro rata share of the market
capitalisation gain of Alpha above a hurdle price of GBP740
million. The gain that an F shareholder could receive is capped
through placing a ceiling on the maximum market capitalisation of
Alpha of GBP1,867 million. The result of doing so is that the F
Shares will be entitled to a pro rata share of the gain in market
capitalisation of Alpha between GBP740 million and the market
capitalisation ceiling of GBP1,867 million.
Upon conversion, the number of ordinary shares in Alpha that an
F Shareholder will receive is such number of ordinary shares whose
value is equivalent to Alpha's closing share price at the
conversion date. Conversion is only permitted to the extent that
the F Shares have vested.
G Share Growth Scheme
The Group will be adopting a new growth share scheme under which
360 G ordinary shares ("G Shares") in Alpha FX Limited will be
issued to certain employees ("G Shareholders") of the Group ("G
Share Growth Scheme").
The G Shares contain a put option, such that, when and to the
extent vested, they can be converted into ordinary shares in Alpha
FX Group plc. The G Shares will vest in five tranches, occurring
annually, in respect of the Financial Years for 2022, 2023, 2024,
2025 and 2026. The G Shareholders will be able to vest 12.5% of
their holding for Financial Year 2022, 12.5% for Financial Year
2023, 25% for Financial Year 2024, 25% for Financial Year 2025 and
25% for Financial Year 2026. Vesting for each Financial Year will
require revenue from the London Corporate division (and any future
corporate division in Spain) to grow by 5.5% in Financial Year
2022, 15% in Financial Year 2023, 15% in Financial Year 2024, 15%
in Financial Year 2025 and 15% in Financial Year 2026. The rate of
conversion that the G Shares will be regarded as worth, is a pro
rata share of the market capitalisation gain of Alpha above a
hurdle price of GBP740 million. The gain that a G shareholder could
receive is capped through placing a ceiling on the maximum market
capitalisation of Alpha of GBP1,867 million. The result of doing so
is that the G Shares will be entitled to a pro rata share of the
gain in market capitalisation of Alpha between GBP740 million and
the market capitalisation ceiling of GBP1,867 million.
Upon conversion, the number of ordinary shares in Alpha that a G
Shareholder will receive is such number of ordinary shares whose
value is equivalent to Alpha's closing share price at the
conversion date. Conversion is only permitted to the extent that
the G Shares have vested.
H Share Growth Scheme
The Group will be adopting a new growth share scheme under which
265 H ordinary shares ("H Shares") in Alpha FX Limited will be
issued to certain employees ("H Shareholders") of the Group ("H
Share Growth Scheme").
The H Shares contain a put option, such that, when and to the
extent vested, they can be converted into ordinary shares in Alpha
FX Group plc. The H Shares will vest in five tranches, occurring
annually, in respect of the Financial Years for 2022, 2023, 2024,
2025 and 2026. The H Shareholders will be able to vest 12.5% of
their holding for Financial Year 2022, 12.5% for Financial Year
2023, 25% for Financial Year 2024, 25% for Financial Year 2025 and
25% for Financial Year 2026. Vesting for each Financial Year is
subject to 2 revenue targets being met, with H Shareholders being
entitled to vest 50% of their holding for each Financial Year in
respect of each target being met. The first revenue target is for
the London Corporate division (and any future corporate division in
Spain) to grow by 5.5% in Financial Year 2022, 15% in Financial
Year 2023, 15% in Financial Year 2024, 15% in Financial Year 2025
and 15% in Financial Year 2026. The second target is for the
revenue from all the global corporate divisions to grow by 18.6% in
Financial Year 2022, 20% in Financial Year 2023, 20% in Financial
Year 2024, 20% in Financial Year 2025 and 20% in Financial Year
2026. The rate of conversion that the H Shares will be regarded as
worth, is a pro rata share of the market capitalisation gain of
Alpha above a hurdle price of GBP740 million. The gain that an H
shareholder could receive is capped through placing a ceiling on
the maximum market capitalisation of Alpha of GBP1,867 million. The
result of doing so is that the H Shares will be entitled to a pro
rata share of the gain in market capitalisation of Alpha between
GBP740 million and the market capitalisation ceiling of GBP1,867
million.
Upon conversion, the number of ordinary shares in Alpha an H
Shareholder will receive is such number of ordinary shares whose
value is equivalent to Alpha's closing share price at the
conversion date. Conversion is only permitted to the extent that
the H Shares have vested.
111 of the H Shares are being issued to Alex Howorth, who is a
PDMR of the Company, and therefore the relevant regulatory
disclosure has been made in the table below.
Enquiries:
Alpha FX Group plc via Alma PR
Morgan Tillbrook, Founder and CEO
Tim Kidd, CFO
Liberum Capital Limited (Nominated Adviser Tel: +44 (0) 20
and Sole Broker) 3100 2000
Neil Patel
Cameron Duncan
Kane Collings
Alma PR (Financial Public Relations) Tel: +44 (0) 20
3405 0205
Josh Royston
Andy Bryant
Kieran Breheny
Details of the person discharging managerial
1 responsibilities / person closely associated
a) Name Alex Howorth
----------------------- -------------------------------------
Reason for the notification
2
--------------------------------------------------------------
a) Position/status Group Managing Director
- FX Risk Management
----------------------- -------------------------------------
b) Initial notification Initial
/Amendment
----------------------- -------------------------------------
Details of the issuer, emission allowance
3 market participant, auction platform,
auctioneer or auction monitor
--------------------------------------------------------------
a) Name Alpha FX Group plc
----------------------- -------------------------------------
b) LEI 213800RESM1FPUXY6K31
----------------------- -------------------------------------
Details of the transaction(s): section
4 to be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each
date; and (iv) each place where transactions
have been conducted
--------------------------------------------------------------
a) Description H ordinary shares in Alpha
of the financial FX Limited, which may be
instrument, convertible into ordinary
type of instrument shares in Alpha FX Group
plc
Identification ISIN: GB00BF1TM596
code
b) Nature of the Issue of H Shares
transaction
----------------------- -------------------------------------
c) Price(s) and
volume(s)
----------- -------------
Price(s) Volume(s)
----------- -------------
N/A 111 H Shares
----------- -------------
d) Aggregated information N/A
- Aggregated
volume
- Price
e) Date of the 22 June 2022
transaction
----------------------- -------------------------------------
f) Place of the Off market
transaction
----------------------- -------------------------------------
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END
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