On 20 June 2024, the boards of directors of Alpha Financial Markets Consulting plc ("Alpha FMC") and Actium Bidco (UK) Limited ("Bidco") announced that they had reached agreement on the terms and conditions of a recommended cash acquisition by Bidco, an indirect subsidiary of certain funds managed by Bridgepoint Advisers Limited ("Bridgepoint"), of the entire issued and to be issued ordinary share capital of Alpha FMC (the "Acquisition"). The Acquisition is being implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). A circular in relation to the Acquisition was published by Alpha FMC on 16 July 2024 (the "Scheme Document"). Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document and all references to times in this announcement are to London time unless otherwise stated.
On 15 August 2024, Alpha FMC announced that the High Court of Justice in England and Wales had sanctioned the Scheme at the Scheme Sanction Hearing. Alpha FMC and Bidco are pleased to announce that, following delivery of a copy of the Court Order to the Registrar of Companies today, the Scheme has now become Effective in accordance with its terms.
Charles Welham, Partner and Head of Business and Financial Services at Bridgepoint, said:
“We are excited to partner with the talented Alpha FMC team and help them build on their exceptional track record. We have long admired Alpha FMC’s reputation for providing truly specialist advice and delivering great outcomes for its clients. With Alpha consultants’ renowned depth of knowledge and expertise, the platform is well-positioned for future growth and, in a private context, is primed for targeted investments in new and existing talent and capabilities. We look forward to leveraging our extensive consulting and financial services technology experience to support the management team and fulfil the Group’s growth potential and ambitious strategy.”
Luc Baqué, Chief Executive Officer of Alpha FMC, said:
“We are delighted to announce the completion of Alpha's acquisition by Bridgepoint. Bridgepoint's experience and capabilities across consulting firms and in the end markets in which we work is unrivalled. With Bridgepoint's partnership and support, Alpha is ideally positioned to progress its medium and long-term growth potential. We are confident that this transaction will enhance Alpha's ability to deliver our exceptional service for clients, and create further opportunities for our high-performing people. We really look forward to the next chapter.”
Settlement of consideration
As set out in the Scheme Document published by Alpha FMC on 16 July 2024, a Scheme Shareholder on the register of members of Alpha FMC at the Scheme Record Time, being 6.00 p.m. on 16 August 2024, is entitled to receive 505 pence in cash for each Scheme Share held. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by way of the despatch of cheques or the crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in certificated form and in uncertificated form respectively) by no later than 2 September 2024.
Suspension and cancellation of listing and trading
The listing of Alpha FMC Shares on AIM was suspended with effect from 7.30 a.m. today.
It is expected that the admission to trading of Alpha FMC Shares on AIM will be cancelled with effect from 7.00 a.m. on 20 August 2024.
Resignation of directors
As the Scheme has now become Effective, Alpha FMC duly announces that, as of today's date, Kenneth Fry, Penelope Judd, Maeve Byrne, and Jill May have tendered their resignations and have stepped down from the Alpha FMC Board.
If any of the expected times and/or dates above change, the revised times and/or dates will be notified to Alpha FMC Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on Bidco’s website at www.bridgepoint.eu/offer-for-alphafmc and Alpha FMC's website at www.alphafmc.com/investors.