Bridgepoint Advisers Limited made a non-binding indicative offer to acquire the remaining 99.5% stake in Alpha Financial Markets Consulting plc (AIM:AFM) from Kenneth Fry, Jill May and other shareholders for approximately £600 million on May 1, 2024. Bridgepoint Advisers will pay £5.05 per share. The Independent Directors of Alpha FMC have concluded that they would be minded unanimously to recommend the proposal to Alpha FMC shareholders. Bridgepoint either announce a firm intention to make an offer or announce that it does not intend to make an offer by June 20, 2024. As of June 20, 2024, Bridgepoint Advisers have reached agreement on the terms of a recommended cash offer to acquire the entire issued and to be issued ordinary share capital of Alpha FMC. The Acquisition is expected to be effected by means of a Court-sanctioned scheme of arrangement between Alpha FMC and Scheme Shareholders. The Final Offer Price is final and will not be increased, except that Offeror reserves the right to increase the Final Offer Price. The Offeror has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting from those Alpha FMC Independent Directors who hold Alpha FMC Shares in respect of their own beneficial shareholdings, totaling 46,397 Alpha FMC Shares representing approximately 0.04%. of the issued ordinary share capital of Alpha FMC. The Offeror has also received, pursuant to the Rollover Arrangements, undertakings to vote in favour of the Special Resolution at the General Meeting from the Rolling Managers who hold, in aggregate, 3,471,927 Alpha FMC Shares representing approximately 2.85% of the issued ordinary share capital of Alpha FMC. Alpha FMC Independent Directors intend to recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting, Alpha FMC Shareholders vote in favour of the Special Resolution at the General Meeting and Alpha FMC Independent Shareholders. Euan Fraser is acting in concert with the Offeror, was the registered holder of 615,637 Alpha FMC Shares; and giving a total number of 121,394,099 Alpha FMC Shares that are not owned by Offeror or a person acting in concert with Offeror.

The Acquisition is subject to, among other things, approvals of the relevant Alpha FMC Shareholders, the sanction of the Scheme by the Court, Antitrust, regulatory clearances and Third Party approvals. Alpha FMC Shares held by Rolling Managers are not subject to the Scheme. The Bridgepoint Fund has committed, that sufficient resources are available to Offeror to satisfy in full the cash consideration payable to Scheme Shareholders. Bidco has also obtained a signed commitment letter from certain lenders in respect of debt financing which may be used towards, inter alia: (i) financing part of the consideration paid or payable under the terms of the Acquisition; (ii) refinancing any existing indebtedness of Alpha FMC and certain members of the Alpha FMC Group; and (iii) financing or refinancing any fees, costs and expenses related to or incurred or charged in connection with the Acquisition and/or its financing. On the Effective Date, Alpha FMC will become a subsidiary of Offeror. It is intended that, following the Effective Date, Alpha FMC will delist from the London Stock Exchange and cancel trading in Alpha FMC Shares on AIM will be re-registered as a private limited company. The Acquisition is expected to complete during Q3 2024.

Philip Noblet, James Umbers, Daniel Frommelt and Harry Bourne of Jefferies International Limited and; Mark Barrow, Andrew Buchanan, Michael Nicholson and Marc Jones of Peel Hunt LLP acted as financial advisor to Bridgepoint. Jonathan Arrowsmith and Edward Thomas of Investec Bank plc; and Toby Flaux, Miles Cox, James Thompson and Alix Mecklenburg-Solodkoff of Joh. Berenberg, Gossler & Co. KG, London Branch acted as financial advisor & fairness opinion provider to Alpha Financial Markets Consulting, respectively. Allen Overy Shearman Sterling LLP is acting as legal adviser to Bridgepoint and Bidco. Addleshaw Goddard LLP is acting as legal adviser to Alpha FMC. Computershare Investor Services PLC is the registrar for Alpha FMC.