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Alpha Group International plc held its Annual General Meeting on 15 May 2025, where all 20 resolutions passed, including the approval of a 14.0 pence per share final dividend. The Company announced that £25.3 million of distributions, comprising c.£22.8 million in share buybacks (7 February 2024 to 17 March 2025) and c.£2.5 million related to interim dividends (2017, 2021, 2024), were made not in accordance with the Companies Act 2006. Following Resolution 20's passing, Alpha Group entered into deeds of release for shareholders, directors, and former directors, and purchased 1,063,556 ordinary shares to be held in treasury.
| Date | 15 May 2025 |
| Time | 12:03:16 |
| Category | AGMs and other meetings |
| ID | 8599I |
Alpha Group International plc (the "Company")
Results of Annual General Meeting
The Annual General Meeting (the "Meeting") of the Company was held on Thursday 15 May 2025 at 9.30am (London time).
The results of the voting by way of a poll on the ordinary and special resolutions put to the Meeting, and set out in the Notice of the Meeting (the "AGM Notice") dated 17 April 2025, were as follows:
|
No |
RESOLUTION |
VOTES |
% |
VOTES |
% |
TOTAL VOTES3 |
% of ISC VOTED |
VOTES |
|
1 |
To receive the Directors' report and the accounts for the Company for the year ended 31 December 2024 |
34,191,015 |
100.00 |
95 |
0.00 |
34,191,110 |
80.69 |
42,429 |
|
2 |
To approve the Directors' Remuneration Policy |
33,866,468 |
98.93 |
365,383 |
1.07 |
34,231,851 |
80.79 |
1,688 |
|
3 |
To approve the Directors' Remuneration Report |
32,865,296 |
96.96 |
1,031,453 |
3.04 |
33,896,749 |
80.00 |
336,790 |
|
4 |
To increase the limit on the aggregate sum that may be paid as Non-Executive Directors' fees |
28,301,086 |
99.68 |
91,101 |
0.32 |
28,392,187 |
67.01 |
7,758 |
|
5 |
To declare a final dividend of 14.0 pence per share |
34,220,625 |
99.96 |
12,494 |
0.04 |
34,233,119 |
80.79 |
420 |
|
6 |
To elect Dame Jayne-Anne Gadhia as a Director |
31,717,277 |
92.65 |
2,515,520 |
7.35 |
34,232,797 |
80.79 |
741 |
|
7 |
To elect Nicole Coll as a Director |
34,224,718 |
99.98 |
8,080 |
0.02 |
34,232,798 |
80.79 |
741 |
|
8 |
To re-elect Timothy Butters as a Director |
33,937,395 |
99.14 |
295,403 |
0.86 |
34,232,798 |
80.79 |
741 |
|
9 |
To re-elect Vijay Thakrar as a Director |
32,677,300 |
95.46 |
1,555,498 |
4.54 |
34,232,798 |
80.79 |
741 |
|
10 |
To re-elect Timothy Powell as a Director |
33,925,195 |
99.10 |
307,603 |
0.90 |
34,232,798 |
80.79 |
741 |
|
11 |
To re-elect Clive Kahn as a Director |
34,074,660 |
99.54 |
158,138 |
0.46 |
34,232,798 |
80.79 |
741 |
|
12 |
To re-appoint BDO LLP as auditors of the Company |
33,985,648 |
99.28 |
247,161 |
0.72 |
34,232,809 |
80.79 |
730 |
|
13 |
To authorise the Directors to determine the auditors' remuneration |
34,026,874 |
99.40 |
205,935 |
0.60 |
34,232,809 |
80.79 |
730 |
|
14 |
To authorise the Company to make political donations or incur political expenditure |
34,164,341 |
99.80 |
68,735 |
0.20 |
34,233,076 |
80.79 |
463 |
|
15 |
To authorise the Directors to allot shares |
32,841,858 |
95.94 |
1,391,119 |
4.06 |
34,232,977 |
80.79 |
561 |
|
16 |
To authorise the Directors to disapply statutory pre-emption rights in respect of 10% of the Company's issued share capital |
33,735,600 |
98.55 |
497,366 |
1.45 |
34,232,966 |
80.79 |
572 |
|
17 |
To authorise the Directors to disapply statutory pre-emption rights in respect of an additional 10% of the Company's issued share capital |
32,464,242 |
94.83 |
1,768,724 |
5.17 |
34,232,966 |
80.79 |
572 |
|
18 |
To authorise the Company to buy back shares |
34,192,650 |
100.00 |
932 |
0.00 |
34,193,582 |
80.70 |
39,957 |
|
19 |
To authorise the Directors to call a general meeting other than an annual general meeting on not less than 14 clear days' notice |
32,767,946 |
95.72 |
1,465,173 |
4.28 |
34,233,119 |
80.79 |
420 |
|
20 |
To authorise the regularisation of certain procedural requirements in connection with the Relevant Distributions (as described in the AGM Notice)1 |
28,390,349 |
100.00 |
932 |
0.00 |
28,391,281 |
67.00 |
8,664 |
1 For the full text of the resolution, see the AGM Notice available on the Company's website.
2 The "For" votes include those giving the Chair discretion.
3 In relation to Resolution 4, the votes of directors or former directors who held office at the time when decisions to approve payments to Non-Executive Directors in excess of the limit in the Articles were approved have been disregarded. In relation to Resolution 20, votes have not been cast on a total of 5,221,448 shares held by current directors and former directors (and their associates).
4 A vote withheld is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" the resolution.
Following the passing of Resolution 20, and as described in the AGM Notice published by the Company on 17 April 2025, the Company has today entered into:
· a deed of release in respect of its shareholders;
· deeds of release in respect of the directors and former directors of the Company; and
· a buy-back deed between the Company and Panmure Liberum pursuant to which the Company has today purchased 1,063,556 ordinary shares. These shares will be held in treasury.
As set out in the AGM Notice, following a review of the position ahead of publication of the Group's results it became apparent that despite there being ample distributable reserves available in the Group, insufficient amounts had been transferred to the Company to support the entirety of the share buyback programmes commenced during 2024 (the "Buyback Programmes") and the 2024 interim dividend payment. On further investigation the Company has also identified further issues in historic periods totalling £0.7 million, concerning the interim dividends declared in 2017 and 2021 (together with the 2024 interim dividend, the "Relevant Dividends"). As a result £25.3 million of the total distribution (comprising c.£22.8m million of share buybacks made between 7 February 2024 and 17 March 2025 (the "Relevant Share Buybacks") and c.£2.5 million related to the Relevant Dividends was made otherwise than in accordance with the Companies Act 2006 (the "Act").
The deeds of release approved at the AGM today release the shareholders who received the Relevant Dividends and the directors of the Company at the time the Relevant Share Buybacks and the Relevant Dividends (together, the "Relevant Distributions") were made from any claims that the Company may have had against them.
The entry by the Company into a deed of release in respect of the claims it may have against persons who were directors in connection with the Relevant Distributions constitutes a related party transaction (the "Related Party Transaction") pursuant to UK Listing Rules 8.1.7R and 8.2.1R because each of the current directors of the Company (Tim Butters, Nicole Coll, Dame Jayne-Anne Gadhia, Clive Kahn, Tim Powell and Vijay Thakrar) and the former director of the Company (Morgan Tillbrook) who were in office at the time any of the Relevant Distributions were made (together the "Directors") are related parties for the purposes of the UK Listing Rules.
In the opinion of the Board, which has been so advised by Panmure Liberum acting as Sponsor, the Related Party Transaction is fair and reasonable as far as Shareholders are concerned.
Full details of the poll results will also be available on the Company's website www.alphagroup.com/investors shortly.
Copies of resolutions passed at the Meeting concerning items other than ordinary business will shortly be available for inspection on the FCA National Storage Mechanism which can be accessed at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Enquiries:
|
Alpha Group International plc Clive Kahn, CEO Tim Powell, CFO
|
Via Alma
|
|
Panmure Liberum (Joint Broker) Max Jones James Sinclair-Ford
|
+44 (0) 20 3100 2000
|
|
Peel Hunt (Joint Broker) Neil Patel Paul Gillam Kate Bannatyne
|
+44 (0) 20 7418 8900 |
|
Alma Strategic Communications (Financial Public Relations) Josh Royston Andy Bryant Kinvara Verdon Louisa El-Ahwal |
+44 (0) 20 3405 0205 |