REG - Corpay Inc. Alpha Group Intl PLC - Possible Offer for Alpha Group International plc

Alpha InternationalAnnouncement

02/05/2025 17:00

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RNS Number : 3111H  Corpay Inc.  02 May 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

 

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT AN
OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

FOR IMMEDIATE RELEASE

 

2 May 2025

 

Corpay, Inc.

 

Statement regarding Alpha Group International plc

 

Corpay, Inc. ("Corpay ") notes the recent media speculation regarding Alpha
Group International plc ("Alpha") and confirms that it has been in discussions
with Alpha in relation to a possible cash offer for the entire issued and to
be issued share capital of Alpha.

 

As required by Rule 2.6(a) of the Code, Corpay is required, by not later than
5.00 p.m. (London time) on 30 May 2025 either to announce a firm intention to
make an offer for Alpha in accordance with Rule 2.7 of the Code or to announce
that it does not intend to make an offer for Alpha, in which case the
announcement will be treated as a statement to which Rule 2.8 of the Code
applies. This deadline may be extended with the consent of The Panel on
Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

 

In accordance with Rule 2.5(a) of the Code, Corpay reserves the right to
introduce other forms of consideration and/or vary the mix or composition of
consideration of any offer.

 

A further announcement will be made when appropriate. There can be no
certainty that an offer will be made, nor as to the terms on which any firm
offer might be made.

 

This announcement has been made without the consent of Alpha.

 

For further information please contact:

 

 Corpay, Inc.                            via Oppenheimer

 Jim Eglseder (Investor Relations)

 Chad Corley (Media Relations)

 Oppenheimer Europe (Financial Advisor)  Tel: +44 (0) 20 7220 1900

 Ernest Bell

Richard Clarke

 Lucia Sviatkova

 

 

Important Takeover Code notes

 

In accordance with Rule 2.4(c)(iii) of the Code, Corpay is not aware of any
dealings in Alpha shares that would require a minimum level, or particular
form, of consideration that it would be obliged to offer under Rule 6 or Rule
11 of the Code (as appropriate). However, it has not been practicable to make
such enquiries of all persons presumed to be acting in concert with Corpay
prior to the date of this announcement in order to confirm whether any details
are required to be disclosed under Rule 2.4(c)(iii) of the Code. To the extent
that any such details are identified following such enquiries, Corpay will
make an announcement disclosing such details as soon as practicable, and in
any event by the time it is required to make its Opening Position Disclosure
pursuant to Rule 8.1 of the Code.

 

Oppenheimer Europe Limited ("Oppenheimer"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting as
financial advisor to Corpay and no one else in connection with the matters set
out in this announcement and will not be responsible to anyone other than
Corpay for providing the protections afforded to clients of Oppenheimer nor
for providing advice in relation to the matters set out in this announcement.
Neither Oppenheimer nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Oppenheimer in connection with this announcement, any statement
contained herein or otherwise.

Disclosure requirements of the Takeover Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified.

 

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th business day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

Rule 26.1 disclosure

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available at Corpay.com by not later than 12.00 noon (London time) on the
business day immediately following the date of this announcement. The content
of the website referred to in this announcement is not incorporated into and
does not form part of this announcement.

 

Further important information

 

This announcement does not constitute a prospectus or prospectus equivalent
document. This announcement is not intended to, and does not, constitute or
form part of any offer, invitation or the solicitation of an offer to
purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any
securities, or the solicitation of any vote or approval in any jurisdiction,
pursuant to this announcement or otherwise. Neither Corpay nor Alpha
shareholders should make any investment decision in relation to the possible
offer except on the basis of certain offer documentation published by Corpay
and/or Alpha in due course. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted.

 

The distribution of this announcement in jurisdictions other than the United
Kingdom and the availability of any offer to shareholders of Alpha who are
not resident in the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of Alpha who are
not resident in the United Kingdom will need to inform themselves about, and
observe, any applicable requirements.

 

 

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