17 July 2025
Alpha Growth plc
(" Alpha " or the "Company")
Notice of General Meeting of the Company
Alpha Growth plc, ( www.algwplc.com ) a leading global financial services specialist in the multi-billion dollar market of longevity assets and insurance linked asset and wealth management has published a Notice of General Meeting ('GM') which has been sent to shareholders, along with a form of proxy, to be held at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD on 1 August 2025 at 10.00 a.m.
If you have not received your notice of GM and proxy form, please contact Mark Treharne at ir@algwplc.com .
For your vote to be valid, the proxy form must be completed, signed and returned, in accordance with the instructions thereon, to Neil Warrender, Company Secretary at Alpha Growth plc, The Clubhouse, 8 St James's Square, London, United Kingdom, SW1Y 4JU or by e-mail to nw@lprc.co.uk as soon as possible and no later than 10.00 a.m. on 30 July 2025. If you do not complete and return a valid form of proxy, no-one else may vote on your behalf.
A copy of the letter from the Executive Chairman as set out in the notice of GM follows this announcement.
| UK Investor Relations - Mark Treharne |
About Alpha Growth plc
Specialist in Life Insurance, Esoteric and Longevity Assets
Alpha Growth plc is a financial advisory business providing specialist consultancy, advisory, and supplementary services to institutional and qualified investors globally in the multi-billion dollar market of longevity assets and insurance linked asset and wealth management. Building on its well-established network, the Alpha Growth group has a unique position in the insurance and asset services and investment business with global reach.
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the contents of this document and/or the action you should take, you should immediately obtain your own advice from your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000, if you are in the United Kingdom, or, if not, another appropriately authorised professional adviser.
If you have sold or otherwise transferred (or will sell or transfer) all of your shares in Alpha Growth plc (the "Company") prior to the Company's General Meeting ("GM"), please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.
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ALPHA GROWTH PLC
(Incorporated and registered in England and Wales with Registered No: 09734404)
Notice of General Meeting
and
Letter from the Chairman
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Notice of General Meeting of the Company, to be held at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD on 1 August 2025 at 10.00 a.m. is set out on page 6 of this document.
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A form of proxy for use in connection with the GM is enclosed and, to be valid, must be completed, signed and returned, in accordance with the instructions thereon, to Neil Warrender, Company Secretary at Alpha Growth plc, The Clubhouse, 8 St James's Square, London, United Kingdom, SW1Y 4JU or by e-mail to nw@lprc.co.uk as soon as possible and no later than 10.00 a.m. on 30 July 2025. If you do not complete and return a valid form of proxy, no-one else may vote on your behalf. For full details of the procedure for appointing a proxy, please see the notes to the Notice of GM and the form of proxy.
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LETTER FROM THE CHAIRMAN OF ALPHA GROWTH PLC
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ALPHA GROWTH PLC
( Incorporated and registered in England and Wales with registered number 097344404)
Directors Registered Office
Gobind Sahney (Executive Chairman) 35 Berkeley Square
Jason Sutherland (Executive Director) London
Neil Warrender (Executive Director) W1J 5BF
Lynne Martel (Non-executive Director)
15 July 2025
Dear Shareholder,
General Meeting of Alpha Growth plc (the "Company")
1. Introduction
I am pleased to be writing to you with details of a General Meeting ("GM") which we are holding at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD on 1 August 2025 at 10.00 a.m. The formal notice of the GM is set out on page 6 of this document.
The purpose of this letter is to provide shareholders of the Company with details of the background to, and reasons for, the resolutions to be proposed at the GM (the "Resolutions"), to explain why the Directors believe that the passing of the Resolutions is in the best interests of the Company and the shareholders of the Company as a whole and to recommend that shareholders of the Company vote in favour of the Resolutions.
If you would like to vote on the Resolutions but cannot attend the GM, please complete the form of proxy enclosed with this document and return it as soon as possible to the Company Secretary, Neil Warrender at Alpha Growth plc, The Clubhouse, 8 St James's Square, London, United Kingdom, SW1Y 4JU or by e-mail to nw@lprc.co.uk and in any event by 10.00 a.m. on 30 July 2025.
Reasons for calling the GM
As stated in the Company's announcement of 17 March 2025, noting the intention to cancel the listing of the Company's shares (which subsequently occurred on 15 April 2025), the Company's growth plans include material M&A transactions.
The first of these transactions offers the potential for the Company to significantly grow its business by acquiring the holding company of a group of businesses involved in claims management in the United States (the "Target"). The Target was independently valued at between $192 million and $227 million in early 2025 by a respected firm of accountants, which is more than ten times the highest market capitalisation achieved by the Company whilst listed. Combining the two businesses will potentially allow the Company to relist its shares at a market capitalisation of sufficient size to attract institutional investors, whilst at the same time there are potential opportunities to grow the two businesses organically as a result of a number of synergies amongst the combined group.
The Company has been afforded this exciting opportunity, in large part, because of a longstanding business relationship between the Company's management team and the Target's management team. The vendors of the Target ("Vendors") are interested in working with the Company's management team and have agreed to receive Ordinary Shares ("Consideration Shares") together with warrants exercisable over a seven-year period at an exercise price of 65p (after the share consolidation referred to below) ("Consideration Warrants") in the Company in exchange for their interests in the Target.
The Target reported audited profits in 2023 of over $9 million and unrestricted cash reserves of nearly $12 million, with its unaudited results for 2024 indicating an increase in both metrics. It is expected that one of the Vendors will join the Company's board as an executive director, which will significantly strengthen the team.
Further detail will be provided to shareholders on the acquisition of the Target in due course.
The Consideration Shares will, when issued, represent c.80%. of the Company's issued ordinary shares capital (presuming no other ordinary shares are issued in the period from the date of this circular to the date of the issue of the Consideration Shares). The Consideration Warrants will represent 5% of the Company's issued ordinary share capital as enlarged by the issue of the Consideration Shares (presuming no further issues of ordinary shares).
In order to allot the Consideration Shares and issue the Consideration Warrants to the Vendors, the Directors require shareholder approval. In addition, the Directors are seeking approval to consolidate every ten 0.1p Ordinary Shares into one 1p Ordinary Share with a view to improving the marketability of the shares on a relisting.
Takeover Code and Rule 9 Waiver (further details are provided in Annex 1)
Ordinarily, a transaction by a public company (even if not listed) involving an issue of shares which will result in a group of persons (such as the Vendors) obtaining voting rights in the Company which takes such persons to 30% or more of the voting rights in that company will result in the requirement for a mandatory offer under the Takeover Code to be made by such persons for all of the shares in the company held by other shareholders. As noted above, the issue of the Consideration Shares will result in the Vendor obtaining voting rights in excess of 30% in the Company.
Under the Takeover Code, there is a process known as a "Rule 9 Waiver", whereby if independent shareholders unconnected to the parties being issued the shares which would give rise to a mandatory offer approve the transaction in general meeting, the Takeover Panel will waive the requirement for a mandatory offer to be made. The approval of the Rule 9 Waiver is usually undertaken at a general meeting.
However, as the Company has been able to obtain the written approval to the issue of the Consideration Shares and the Consideration Warrants and the resulting dilution for such issue from 9 of its largest shareholders (see Annex 3), representing, in aggregate, 53% of the voting rights in the Company, the Takeover Panel have agreed that there is no requirement for the Company to put a resolution to all shareholders at the GM and have accordingly granted a Rule 9 Waiver in respect of the issue of the Consideration Shares and the Consideration Warrants.
Business to be transacted at the GM
Details of the Resolutions which are to be proposed at the GM are set out below. Resolutions 1 to 3 are to be proposed as ordinary resolutions and resolutions 4 and 5 are to be proposed as special resolutions.
Ordinary Resolution 1: Share consolidation
Shareholders will be asked to approve the consolidation of every ten existing Ordinary Shares of 0.1p each into one Ordinary Share of 1p (the "Consolidation"). The Consolidation will result in the current number of 467,775,068 Ordinary Shares of 0.1p each in issue being reduced to c.46,777,506 ordinary shares of 1p each.
Presuming that the Consolidation is approved, the Directors will implement the Consolidation ahead of the Company's acquisition of the Target, likely before the end of August 2025, and will notify shareholders when it has been completed. This will include detail of when CREST accounts will be credited in respect of new Ordinary Shares of 1p each and share certificates for new Ordinary Shares of 1p each will be despatched to holders of certificated shares, as well as the new ISIN for the consolidated Ordinary Shares,
No Shareholder will be entitled to a fraction of an Ordinary Share in the Consolidation. Instead, their entitlement will be rounded down to the nearest whole number of Ordinary Shares. If a Shareholder holds fewer than 10 Ordinary Shares following the Consolidation, then they will cease to hold any Ordinary Shares in the capital of the Company.
Ordinary Resolution 2: Authority to allot equity securities in relation to acquisition of the Target
Shareholders will be asked to give the directors powers to allot up to 188,000,000 Ordinary Shares of 1p each (following the Consolidation) together with up to 80,000,000 Consideration Warrants to the Vendors in exchange for 100% of the Target. The number of Ordinary Shares and warrants to be issued to the Vendors remains in negotiation, and the directors are seeking to obtain authority to issue such of Ordinary Shares and Consideration Warrants that they are unlikely to have to ask shareholders to increase that number later on. If the maximum number of Ordinary Shares subject to resolution 2 are issued, this will represent c.85% of the issued Ordinary Share capital of the Company as at the date of this notice.
Ordinary Resolution 3: General Authority to allot equity
Shareholders will be asked to give the directors powers to allot securities in an amount of up to 1/3rd of the enlarged issued share capital. This authority will expire on 30 June 2026 or the Company's next AGM, whichever is the earlier.
Special Resolution 4: Waiver of pre-emption rights in relation to acquisition of the Target
Shareholders will be asked to waive pre-emption rights in respect of the issue of the Consideration Shares and the Consideration Warrants.
Special Resolution 5: General authority to waive pre-emption rights
The Shareholders will be asked to waive pre-emption rights relating to the general authority to allot equity under Ordinary Resolution 3 above. This authority will expire on 30 June 2026 or the Company's next AGM, whichever is the earlier.
2. Action to be taken
You are entitled to appoint one or more proxies to attend and vote at the GM on your behalf. You will find enclosed with this document a form of proxy for use in connection with the GM. Whether or not you propose to attend the GM in person, you are requested to complete and return the form of proxy to the Company Secretary, Neil Warrender at Alpha Growth plc, The Clubhouse, 8 St James's Square, London, United Kingdom, SW1Y 4JU or by e-mail to nw@lprc.co.uk by 10.00 a.m. on 30 July 2025. The return of a form of proxy, will not stop you from attending the GM and voting in person should you so wish.
3. Recommendation
The Directors consider that all of the Resolutions to be proposed at the GM are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of all of the Resolutions, as the Directors intend to do in respect of their own beneficial holdings of shares in the Company representing approximately 4.5% of the Ordinary Shares.
Shareholders should be aware that both the two Directors with shareholdings in the Company, Gobind Sahney and Jason Sutherland, who have an aggregate beneficial holding of shares in the Company representing approximately 5.3% of the Ordinary Shares in issue have each provided written confirmation that they would approve the Rule 9 Waiver if a resolution to approve the Rule 9 Waiver if it were put to Independent Shareholders at a General Meeting
4. Next Steps
The Directors have appointed Gobind Sahney and Jason Sutherland as a committee of the board to negotiate and finalise a sale and purchase agreement in respect of the Target. The terms of the acquisition have been agreed in principle.
Shareholders will be kept up to date as to progress on the acquisition of the Target, and the Consolidation.
Yours faithfully
Gobind Sahney
Executive Chairman
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