Alpha Strategic Plc : Posting of document re Scheme of Arrangement

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

FOR IMMEDIATE RELEASE

28 October 2013

RECOMMENDED CASH ACQUISITION

of

ALPHA STRATEGIC PLC

resulting in the holding by

NORTHILL EUROPE HOLDINGS S.ÁR.L.

(a wholly-owned subsidiary of Northill Capital Holdings Limited)

of the entire issued share capital of Alpha not already

owned by Northill to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Posting of Scheme Document

On 18 October 2013, the independent directors of Alpha Strategic plc ("Alpha") and the board of directors of Northill Europe Holdings S.ár.l. ("Northill") announced that they had reached agreement on the terms of a recommended offer to be made by Northill in cash for the entire issued and to be issued share capital of Alpha (the "Acquisition").  As outlined in that announcement, the Acquisition is to be implemented by way of a scheme of arrangement (the "Scheme").

Alpha announces that the scheme document relating to the Acquisition, containing, among other things, the full terms of, and conditions to, the Scheme and an explanatory statement, together with the actions to be taken by Alpha Shareholders (the "Scheme Document"), is today being sent to Alpha Shareholders, together with the Forms of Proxy for the Court Meetings and the General Meeting.

Subject to the approval of the Alpha Shareholders, the sanction of the Court and the satisfaction or waiver of the other Conditions, it is expected that the Scheme will be implemented in December 2013.  The expected timetable of principal events for the implementation of the Acquisition is set out at the end of this announcement.  Full details of the Scheme, the Court Meetings and the General Meeting are set out in the Scheme Document.  The Scheme Document also contains information on Alpha, Northill and Northill Capital and the terms and conditions of the Acquisition.

Noticesof the Court Meetings and General Meeting

Notices of the Court Meetings and the General Meeting are set out in the Scheme Document.  The First Court Meeting will start at 11.00 a.m. on 21 November 2013 at the offices of Reed Smith LLP, The Broadgate Tower, 20 Primrose Street, London EC2A 2RS.  Implementation of the Scheme also requires approval of A Shareholders at the Second Court Meeting and Ordinary Shareholders at the General Meeting, each such meeting to be held at the same venue at 11.15 a.m. and 11.30 a.m.(or as soon thereafter as the Court Meetings are concluded or adjourned), respectively, on 21 November 2013.

Actionto be taken

Details of the Shareholder Meetings to be held and the action to be taken in respect of the Scheme are set out in the section entitled "Action to be taken", starting on page 9 of the Scheme Document.  Shareholders will find accompanying the Scheme Document a BLUE Form of Proxy for use at the First Court Meeting, a PINK Form of Proxy for use at the Second Court Meeting and a GREEN Form of Proxy for use at the General Meeting.

Whether or not they intend to be present at the Shareholder Meetings, Scheme Shareholders are urged to complete, sign and return the Forms of Proxy for the Court Meetings and the Form of Proxy for the General Meeting in accordance with the instructions printed on the respective forms.

If any Alpha Shareholder has any questions about the Scheme Document, the Court Meetings or the General Meeting or are in any doubt as to how to complete and return the Forms of Proxy, they should call the Company Secretary on [phone].  The Company Secretary cannot provide advice on the merits of the Acquisition nor give any financial, legal or tax advice.

It is particularly important that as many votes as possible are cast at the Court Meetings so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion.  Scheme Shareholders are therefore strongly urged to complete and return the Forms of Proxy as soon as possible.

Timetable

The expected timetable of principal events for the implementation of the Acquisition is set out at the end of this announcement.  If any of the key dates set out in the timetable change, Alpha will give notice of this change by issuing an announcement via a Regulatory Information Service.

Other

Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document.  A copy of this announcement and the Scheme Document will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on Alpha's website at www.alphastrategic.com and Northill Capital Group's website at www.northill.com.

Enquiries:

Northill Europe Holdings S.ár.l.and Northill Capital Holdings Limited Jeremy Bassil	Tel: [phone]
finnCap Ltd Stuart Andrews/Henrik Persson	Tel: [phone]
Alpha Strategic plc Alistair McKay Westhouse Securities Limited Tom Griffiths/Paul Gillam	Tel: [phone] Tel: [phone]

finnCap Ltd, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Northill and Northill Capital and no one else in connection with the Acquisition and will not be responsible to anyone other than Northill and Northill Capital for providing the protections afforded to clients of finnCap Ltd or for providing advice in relation to the Acquisition or in relation to the contents of this announcement or any transaction or arrangement referred to herein. Neither finnCap Ltd, nor any of its subsidiaries, branches or 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 finnCap Ltd in connection with the Acquisition.

Westhouse, which is authorised and regulated by the Financial Conduct Authority and is a member of the London Stock Exchange, is acting exclusively as financial adviser to the Independent Directors and no one else in connection with the matters described in this announcement, and will not be responsible for anyone other than the Independent Directors for providing the protections afforded to clients of Westhouse nor for providing advice in relation to the matters referred to in this announcement. Neither Westhouse nor any of its subsidiaries, branches or 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 Westhouse in connection with the Acquisition.

This announcement is not intended to, and does not, constitute or form part of any offer or invitation 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 the Acquisition or otherwise.  The Acquisition will be made solely through the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any acceptance or other response to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

Northill reserves the right to elect (with the consent of the Panel (where necessary)) to implement the Acquisition by way of a Takeover Offer. In the event that the Acquisition is to be implemented by way of a Takeover Offer, the Alpha Shares (other than the Alpha Shares already held by Northill) will be acquired pursuant to the Takeover Offer fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto. In this event, the Acquisition would be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments). The acceptance condition would be set at 90 per cent. of the shares to which such offer relates (or such lesser percentage (being more than 50 per cent.) as Northill may decide with the consent of the Panel).

Notice to US Holders of Alpha Shares

The Scheme relates to the shares of an English company that is a "foreign private issuer" as defined under Rule 3b-4 under the Exchange Act and will be governed by English law. Neither the proxy solicitation rules nor the tender offer rules under the Exchange Act will apply to the Scheme. Moreover, the Scheme is subject to the disclosure requirements and practices applicable in the United Kingdom and under the Takeover Code to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Certain financial information included or referred to in this announcement, or which is or may be incorporated by reference into this announcement, has been or will have been prepared, unless specifically stated otherwise, in accordance with accounting standards applicable in the United Kingdom. This may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Northill exercises its right to implement the acquisition of the Alpha Shares (other than the Alpha Shares already held by Northill) by way of a Takeover Offer, the Takeover Offer will be made in compliance with applicable US securities laws and regulations.

The receipt of cash pursuant to the Acquisition by a US Holder as consideration for its Alpha Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other tax laws. Each Alpha Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US Holders of Alpha Shares to enforce their rights and claims arising out of the US federal securities laws. Alpha is registered and organised under the laws of England and Wales. The officers and directors of Alpha are residents of countries other than the United States. It may not be possible to sue Alpha in a non-US court for violations of US securities laws. It may be difficult to compel Alpha and its respective affiliates to subject themselves to the jurisdiction and judgment of a US court.

Overseas Shareholders

The availability of the offer or the distribution of this announcement to Alpha Shareholders who are not resident or ordinarily resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Alpha Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 Takeover Code, any person who is, or becomes, interested in 1 per cent. 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 p.m. (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 Takeover 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Expected Timetable of Principal Events

The following timetable sets out the expected dates for implementation of the Acquisition (some of which are indicative):

	Time and/or date1
Latest time for lodging BLUE Form of Proxy for the First Court Meeting2	11.00 a.m. on 19 November 2013
Latest time for lodging PINK Form of Proxy for the Second Court Meeting3	11.15 a.m. on 19 November  2013
Latest time for lodging GREEN Form of Proxy for the General Meeting	11.30 a.m. on 19 November 2013
Voting Record Time	6.00 p.m. on 19 November 2013
First Court Meeting4	11.00 a.m. on 21 November 2013
Second Court Meeting4	11.15 a.m. on 21 November 2013
General Meeting4	11.30 a.m. on 21 November 2013
Last day of dealings in, and for registration of transfers of, Ordinary Shares	6 December 2013
Suspension of trading, dealings, settlement and transfers in, Ordinary Shares	7.30 a.m. on 9 December 2013
Scheme Record Time	6.00 p.m. on 9 December 2013
Scheme Court Hearing	10 December 2013
Effective Date	11 December 2013
Cancellation of admission of Ordinary Shares to trading on AIM	7.00 a.m. on 12 December 2013
Latest date for despatch of the Cash Consideration	25 December 2013
Long Stop Date	31 January 2014

1      Some dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and whether the Conditions are satisfied or waived. IF THE EXPECTED DATE OF THE SCHEME COURT HEARING OR ANY OTHER KEY DATE IS CHANGED, ALPHA WILL GIVE NOTICE OF THIS CHANGE BY ISSUING AN ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE.

2      A BLUE Form of Proxy for the First Court Meeting not so lodged may be handed to the Company Secretary at the venue of the First Court Meeting or to the Chairman of the First Court Meeting, before the start of the First Court Meeting. All Alpha Shareholders have the right to attend the Scheme Court Hearing in person or through counsel to support or oppose the sanctioning of the Scheme.

3      A PINK Form of Proxy for the Second Court Meeting not so lodged may be handed to the Company Secretary at the venue of the Second Court Meeting or to the Chairman of the Second Court Meeting, before the start of the Second Court Meeting. All Alpha Shareholders have the right to attend the Scheme Court Hearing in person or through counsel to support or oppose the sanctioning of the Scheme.

4      Each of the Court Meetings and the General Meeting will be held at the offices of Reed Smith LLP, The Broadgate Tower, 20 Primrose Street, London EC2A 2RS. The First Court Meeting and the Second Court Meeting will start at 11.00 a.m. and 11.15 a.m., respectively, and the General Meeting will start at 11.30 a.m. (or as soon thereafter as the Court Meetings have been concluded or adjourned).  If either the Court Meetings or the General Meeting are adjourned the Voting Record Time for the adjourned meeting will be 6.00 p.m. on the date falling two days before the adjourned meeting.

This information is provided by RNS

The company news service from the London Stock Exchange

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