Not for publication, distribution or release, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or Republic of South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended). 

28 September 2023

Alpha Group International plc

("Alpha" or the "Group")

Proposed secondary placing of Ordinary Shares in Alpha

Alpha Group International plc today announces that in response to institutional demand it has been notified by Morgan Tillbrook ("Selling Shareholder") of his intention to sell approximately £14m of ordinary shares of £0.002 each in the Company ("Placing Shares") at a price of £19.00 per Placing Share (the "Placing").

Following the completion of the bookbuild, Morgan Tillbrook has agreed not to sell or otherwise dispose of any of his holding of Ordinary Shares for 180 days, except with the prior written consent of Liberum Capital Limited ("Liberum") and Peel Hunt LLP ("Peel Hunt") (together, the "Joint Bookrunners") and the Company, followed by an orderly market period of 180 days.

The sale of the Placing Shares will be effected by way of an accelerated bookbuild to institutional investors, which will be launched immediately following this announcement. Liberum and Peel Hunt are acting as Joint Bookrunners in relation to the Placing.

The timing for the close of the bookbuild process and the distribution of allocations will be at the absolute discretion of the Joint Bookrunners. The results of the Placing will be announced as soon as practicable thereafter.

The Company will not receive any proceeds from the Placing.

Enquiries:

Market Abuse Regulation

This announcement is released by Alpha Group International 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 Group International plc was Tim Powell, Chief Financial Officer.

Important Notices

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"); (2) IN THE UNITED KINGDOM, PERSONS WHO (I) 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 (AS AMENDED) (THE "ORDER") OR FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF FSMA;  (3) TO PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE; AND (4) IN THE UNITED STATES OR TO ANY US PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S ("REGULATION S") UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")), TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT WHO ARE ALSO QUALIFIED PURCHASERS ("QP") AS DEFINED IN SECTION 2(A)(51) OF THE US INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT") (ALL SUCH PERSONS REFERRED TO IN (1), (2), (3) AND (4) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of securities in the United States, Australia, Canada, Japan or South Africa or in any other jurisdiction in which such an offer or invitation is unlawful ("Restricted Jurisdictions"). Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from any Restricted Jurisdiction. Any failure to comply with this restriction may constitute a violation of securities laws in the relevant Restricted Jurisdiction.

The Placing Shares are not being made available to the public and none of the Placing Shares are being offered or sold in any jurisdiction where it would be unlawful to do so. The Placing Shares have not been and will not be registered under the relevant laws of any of the Restricted Jurisdictions or any state, province or territory thereof and may not be offered, sold, resold, delivered or distributed, directly or indirectly in or into any Restricted Jurisdiction or to, or for the account or benefit of, any person with a registered address in, or who is a resident of or ordinarily resident in, or a citizen of, any Restricted Jurisdiction except pursuant to an applicable exemption.

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not 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 the Placing Shares in the United States or elsewhere.  Any offers and sales of the Placing Shares to US persons (as such term is defined in Regulation S under the Securities Act) will be made only to persons who are "qualified institutional buyers" as defined in Rule 144A under the Securities Act who are also qualified purchasers ("QP") as defined in Section 2(a)(51) of the US Investment Company Act of 1940, as amended (the "Investment Company Act").

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by the Company, the Selling Shareholder or Liberum or any of their respective affiliates.

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Selling Shareholder or the Joint Bookrunners or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, the Selling Shareholder or the Joint Bookrunners to inform themselves about and to observe any applicable restrictions.

Liberum which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting only for the Selling Shareholder in connection with the Placing and will not be responsible to anyone other than the Selling Shareholder for providing the protections offered to the clients of Liberum, nor for providing advice in relation to the Placing or any matters referred to in this announcement.

Peel Hunt which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting only for the Selling Shareholder in connection with the Placing and will not be responsible to anyone other than the Selling Shareholder for providing the protections offered to the clients of Peel Hunt, nor for providing advice in relation to the Placing or any matters referred to in this announcement.