11 May 2020

Alpha FX Group plc

(“Alpha” or the “Group”)

Update on Employee Share Schemes and Board Update

Alpha FX Group plc (AIM: AFX), a foreign exchange service provider to the corporate and institutional market, today wishes to provide an update with regard to changes to the Group’s Employee Share Schemes.

B & C Share Growth Schemes

On 18 March 2020, the Group reported in its full year results that it intended to issue 535,300 ordinary shares under the B Share Growth Scheme and 287,573 ordinary shares under the C Share Growth Scheme. Following consultation with B & C Share Growth Scheme participants, it has been agreed that the issuance and admission of the ordinary shares will now be deferred until March 2021.

In addition, the terms of the C Share Growth Scheme have been amended such that the remaining C Shares will vest in three tranches, occurring annually, starting on 31 December 2021 until 31 December 2023.  The C Share Growth Scheme now also includes a requirement for Group revenue to grow 25% in 2021, 20% in 2022 and 20% in 2023 in order for vesting to occur.  The gain that a C Shareholder can receive is also capped through placing a ceiling on the maximum market capitalisation of Alpha of £650m.  The result of doing so is that the C Shares will be entitled to a pro rata share of the gain in market capitalisation of Alpha between the hurdle price at the time of allotment and the market capitalisation ceiling of £650m.  A participant may still choose to roll each tranche of C Shares into the next year provided that no rollover is permitted after the final vesting date.

E Share Growth Scheme

The Group reported in its full year results that it intended to adopt an E Share Growth Scheme under which E ordinary shares (“E Shares”) in Alpha FX Limited will be issued to full time employees of the Group (“E Share Growth Scheme”).

The scheme is now finalised, and the E Shares contain a put option, such that, when and to the extent vested, they can be converted into ordinary shares in the Group.  The E Shares will vest in four equal tranches, occurring annually, starting on 31 December 2021 until 31 December 2024.  Vesting will require Group revenue growth of 25% in 2021, 20% in 2022, 20% in 2023 and 20% in 2024.  The rate of conversion that the E Shares will be regarded as worth, is a pro rata share of the market capitalisation gain of Alpha above a hurdle price of £300m. The gain that an E shareholder could receive is capped through placing a ceiling on the maximum market capitalisation of Alpha of £650m. The result of doing so is that the E Shares will be entitled to a pro rata share of the gain in market capitalisation of Alpha between £300m and the market capitalisation ceiling of £650m.

Upon conversion, the number of ordinary shares in the Group an E Shareholder will receive is such number of ordinary shares whose value is equivalent to the Group’s closing share price at the conversion date. Conversion is only permitted to the extent that the E Shares have vested.

Alpha Payment Solutions

The Group reported in its full year results that it intended to adjust the shareholding within Alpha Payment Solutions to ensure the ongoing incentivisation of new employees.  The Group can now confirm that the interest of Alpha FX Limited in Alpha Payment Solutions has become 79% (from 82%).

Henry Lisney

Further to the announcement on 20 April 2020, Henry Lisney has resigned from his position as a Board Director of Alpha. Mr Lisney’s final data of employment is 20 October 2020.

Enquiries:

Alpha FX Group                                                                                                    via Alma PR

Morgan Tillbrook, Founder and CEO

Tim Kidd, CFO

Liberum Capital Limited (Nominated Adviser and Sole Broker)                     Tel: +44 (0) 20 3100 2000

Neil Patel

Richard Bootle

Kane Collings

Alma PR (Financial Public Relations)                                                                  Tel: 07780 901979

Josh Royston

Helena Bogle

Rebecca Sanders – Hewett 

Market Abuse Regulation

This announcement is released by Alpha FX Group 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 FX Group plc was Tim Kidd, Chief Financial Officer.

Notes to Editors

Alpha is an FX risk management and payments specialist that combines people and technology to help organisations more effectively manage currency.  In an industry that typically works with tens of thousands, the Company partners with a small number of high value institutions and corporates, to provide enterprise-level solutions across three key areas: FX risk management, international payments and collections.

Since it was incorporated in 2010, Alpha FX has been able to build and retain a high-quality client base that includes a number of highly respected brands.