Company Announcements

10 September 2024

Alpha Group International plc

("Alpha" or the "Group")

Directorate Change - CEO Succession Plan

Alpha Group International plc ("Alpha") announces that Morgan Tillbrook has decided to step down as Chief Executive and Director of Alpha Group International plc on 31 December 2024. He will be succeeded by Clive Kahn, who has been the company's Chairman since 2016, and who will be appointed as Chief Executive from 1 January 2025.

Morgan will continue in his role as CEO until 31 December 2024, and will then remain available to provide strategic advice to the company on an ongoing basis. In order to underline his continued confidence in the Group and its leadership, Morgan has made a personal commitment to the Board that he will retain a shareholding of no less than 10% for at least three years from the date of this announcement. Clive currently has a ~ 0.83% shareholding in the Group and has committed to meaningfully increase his equity stake.

Clive's appointment coincides with the recent successful sale of his company, takepayments, to Global Payments in April 2024, and the forthcoming expiry of his term as Chair at Alpha (originally planned for March 2025). He will continue in his role as Chairman of Alpha until 1 November 2024 when he will be succeeded by the Group's Chair Designate and current Independent Non-Executive Director, Dame Jayne-Anne Gadhia. Clive will become an Executive Director of Alpha on a full-time basis as soon as he can clear his commitments at Global Payments, presently planned for 1 November 2024.

About Clive Kahn

Clive has already had a distinguished career spanning over 30 years, during which he has successfully scaled various financial services companies in both FX and card payments. Joining Alpha Group as Chairman prior to its IPO in 2016, he has held this role alongside his position as CEO of takepayments, a payments solution business he acquired with partners in December 2015.

During Clive's almost nine years at takepayments, he transformed it from a failing bill payments business into one of the leading card acceptance businesses in the UK, growing its merchant estate by a factor of almost ten and card acceptance revenues by a factor of almost twenty.

Prior to his role as CEO of takepayments, Clive spent seven years as CEO of Cardsave, another card acceptance and payments solutions business. During his time leading this business, he also achieved significant levels of growth across all important measures. He left in 2014 after managing its merger into Worldpay UK ltd. Before this, he was Chief Financial Officer and then Chief Executive Officer of Travelex, the global foreign exchange business, where during his tenure the company grew from 100 employees to over 6,000 operating across 35 jurisdictions.

Morgan Tillbrook, CEO of Alpha Group said:

"The journey I have been on with Alpha over the past fifteen years has been incredible, and I feel privileged to have been able to work with some amazing people who together have enabled us to build a truly special and global business.

My decision to step down as CEO comes with the confidence that the business is on a strong and exciting growth trajectory, but also the conviction that there are people who would be better positioned for this stage in the Company's journey, and none more so than Clive.

Whilst it has not been an easy decision, it is the right decision for a company I love and which, as the largest shareholder, I wish to continue going from strength to strength. It is also a decision that has been made far easier by my passing of the torch to Clive, and the exceptional leadership we already have in place across our diverse and decentralised business model.

Clive has been a phenomenal Chair and mentor to me since he joined the Group in 2016, when our annual revenues were less than our monthly revenues are now. In Clive, the business has both a proven leader and a world-class operator, but crucially, someone who understands the Alpha culture, our operating model and shares its long-term mindset.

With succession planning there are two options - you find someone from within the business, or you find someone from outside the business. When hiring someone within the business, they will often lack the fresh perspective that comes from leading other companies. But when hiring someone outside the business, they naturally lack the immediate in-depth understanding of the operating model and culture. It is therefore very "Alpha" of us to have landed a hybrid option that we believe combines the best of both worlds - an experienced Chairman who understands our business intimately, but also has vast experience of leading multiple successful businesses of their own. Clive has often said to me that he is a better CEO than Chairman, and whilst I think his track record shows he has been fantastic at juggling both, I am naturally excited by what this will mean for Alpha.

With all this considered, the coincidence of Clive stepping down as Chair later this year and the recent sale of his business, it feels like the stars have aligned, and I feel incredibly privileged that he has expressed so much excitement in taking on the CEO role.

People may wonder why I am not seeking to retain a seat on the board; fundamentally it is due to the confidence I have in Clive and the freedom he deserves to lead Alpha. The Board has made many important decisions during my time at Alpha, and I have complete conviction in this one. Alpha has benefitted from a loyal and high-quality shareholder base, and I ask all of our stakeholders to now transfer the confidence they placed in me to Clive and the wider business. As the largest shareholder, I shall lead from the front in this regard and commit to retain a shareholding of no less than 10%, for at least three years from the date of this announcement.

I would like to thank all of my colleagues, investors, clients and banking partners for the trust and support they have placed in me and the business over the last fifteen years. It has been the privilege of a lifetime to serve as CEO of this company and words will never truly convey the gratitude I feel."

Clive Kahn, Chair of Alpha Group said:

"Alpha Group is an exceptional company with an incredibly exciting future ahead of it. I have thoroughly enjoyed serving as its Chair over the last eight years. It will be a privilege to now lead the business as its CEO, and I would like to thank Morgan and the Board for the trust and confidence they have placed in me. I am confident that with the team and foundations we have in place, we will continue to take the business from strength to strength."

Jayne-Anne Gadhia, Chair Designate of Alpha Group said:

"Clive's track record of leading and successfully scaling fast-growing FX and payments companies, combined with his eight-year history with Alpha, made Clive an obvious successor for this role. To have someone with such a deep understanding of the business and its culture, but also a separate and successful track record of their own, is very rare. In Clive, the Board feel confident we have someone who can harness the potential we have today, whilst bringing an exciting new perspective that can take Alpha to new heights.

On behalf of the Board, I would also like to thank Morgan for his incredible leadership over the past fifteen years and am pleased that he will remain both on hand to support the business, and a significant shareholder."

Timelines

Subject to regulatory approval, Morgan will be succeeded by Clive on 1 January 2025. Clive will step down from being the Chair of the Board to become an executive director from 1 November 2024, at which point Jayne-Anne will assume the Chair. Morgan will support a smooth orderly transition of responsibilities to Clive for the rest of the year and step down from CEO and Board on the 31 December 2024.

Remuneration arrangements

Morgan Tillbrook

Morgan will be treated in accordance with Alpha Group International's remuneration policy and his service contract for the remainder of his employment. He will be treated as a good leaver for the purpose of incentives. Full detail will be disclosed in compliance with Section 430(2B) of the Companies Act 2006 in the Director's Remuneration Report within the Company's Annual Report for the year ended 31 December 2024.

Clive Kahn

Clive's remuneration arrangements will be confirmed following a review by the remuneration committee, ahead of the publication of the 2024 annual report and the remuneration policy contained within it.

Corporate Governance

As part of these changes, we recognise the need for Alpha to appoint an additional independent non-executive director in order to be fully compliant with the corporate governance code. Searches are currently underway. In the meantime, we are confident the Board retains sufficient independence and authority.

Market Abuse Regulation

This announcement is released by Alpha Group International 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 Group International plc was Tim Powell, Chief Financial Officer.