Apax Global Alpha Ld - Scheme of Arrangement Becomes Effective

Apax Global Alpha

17/09/2025 09:50

RNS Number : 5885Z

Apax Global Alpha Limited

17 September 2025

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 

FOR IMMEDIATE RELEASE

 

17 September 2025

 

RECOMMENDED ACQUISITION

of

Apax Global Alpha Limited ("AGA")

by

Janus Bidco Limited ("Bidco")

a newly-formed Guernsey limited company indirectly owned by an investment vehicle to be advised by Apax Partners LLP

 

to be effected by means of a Court-sanctioned scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008, as amended

 

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

On 21 July 2025, the boards of Apax Global Alpha Limited ("AGA") and Janus Bidco Limited ("Bidco"), a newly-formed Guernsey limited company indirectly owned by an investment vehicle to be advised by Apax Partners LLP, announced that they had reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued share capital of AGA by Bidco (the "Acquisition"). Bidco shall be equity funded by one or more funds accounts or persons managed, advised or sub-advised by Ares Management LLC and/or its Affiliates.

 

The Acquisition is to be implemented by way of a Court-sanctioned scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008, as amended (the "Scheme"). The scheme document in connection with the Scheme was published and sent by AGA to AGA Shareholders on 13 August 2025 (the "Scheme Document").

 

On 3 September 2025, the Scheme was approved by Scheme Shareholders at the Court Meeting and the Special Resolution relating to the implementation of the Scheme was approved by AGA Shareholders at the General Meeting also held on that date.

 

On 15 September 2025, AGA announced that the Royal Court of Guernsey had made an order sanctioning the Scheme under Part VIII of the Companies (Guernsey) Law, 2008 ("Court Order") held on that date.

 

AGA and Bidco are pleased to announce that, following the delivery of a copy of the Court Order to the Guernsey Registry earlier today, the Scheme has now become Effective in accordance with its terms, and pursuant to the Scheme, the entire issued and to be issued share capital of AGA is owned by Bidco.

 

Full detail of the Acquisition are set out in the Scheme Document. Terms used but not defined in this announcement have the same meanings as in the Scheme Document.

 

Settlement

 

As set out in the Scheme Document:

 

·      For AGA Shareholders who held their AGA Shares in uncertificated form:

Bidco shall procure that settlement of any cash consideration shall be paid by means of an assured payment obligation created in favour of the payment bank of the persons entitled thereto in accordance with the CREST assured payment arrangements for the sums payable to them respectively (including any amounts due in respect of fractional entitlements) within 14 days of this announcement.

·      For AGA Shareholders who held their AGA Shares in certificated form:

Bidco shall procure the despatch to the persons entitled thereto of cheques for the sums payable to them as cash consideration (including any amounts due in respect of fractional entitlements) within 14 days of this announcement.

·      Where Rollover Shares are to be issued to AGA Shareholders pursuant to the implementation of the Alternative Offer, the name of each eligible AGA Shareholder and the number of such Rollover Shares to be held by such AGA Shareholder will be recorded in the register of members of New Fund, and the ownership of such Rollover Shares will be established by entry in the register.

 

Dealing disclosures

 

AGA is no longer in an "Offer Period" as defined in the Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply.

 

Delisting

 

The listing of AGA Shares on the Official List and their admission to trading on the London Stock Exchange have been suspended with effect from 7:30 a.m. (London time) today, 17 September 2025.  

 

Applications have been made to the London Stock Exchange and the FCA in relation to the delisting of AGA Shares from the Official List and the cancellation of the admission to trading of AGA Shares on the Main Market of the London Stock Exchange, which is expected to take effect by no later than 8:00 a.m. (London time) on 18 September 2025. 

 

Director resignations

 

AGA further announces that, with effect from the date of this announcement (being the Effective Date), each of Karl Sternberg, Michael Bane, Alexander Denny, Stephanie Coxon, Nadya Wells and Susie Farnon have resigned as directors of AGA. The appointments of Jeremy Latham, Mark Despres and Gordon Purvis as new directors of AGA have become effective as of the Effective Date.

 

Enquiries:

AGA
Karl Sternberg
Via Montfort Communications
Jefferies International Limited(Lead Financial Adviser and Corporate Broker to AGA)
Gaudi Le Roux
Paul Bundred
Todd Miller
Amaury Criscuolo
James Umbers
+44 (0) 20 7029 8000
Winterflood Securities Limited (Joint Financial Adviser and Rule 3 Adviser to AGA)
Joe Winkley
Neil Morgan
+44 (0) 203 100 0000
Montfort Communications(PR Adviser to AGA)
Gay Collins
Matthew Jervois
Michael Schutzer-Weissmann
+44 (0) 7798 626 282
gaycollins@montfort.london
+44 (0) 7717 857 736
jervois@montfort.london
 +44 (0) 7539 993 601
schutzerweissmann@montfort.london
Apax / Bidco
Katarina Sallerfors
+44 (0) 207 872 6300
J.P. Morgan Cazenove (Sole Financial Adviser to Bidco (indirectly owned by an investment vehicle to be advised by Apax Partners LLP))
James Robinson
Jérémie Birnbaum
Valentina Proverbio
+44 (0) 203 493 8000
Campbell Lutyens & Co. Ltd (Secondary Adviser to Bidco (indirectly owned by an investment vehicle to be advised by Apax Partners LLP))
Immanuel Rubin
Ana Dicu
Ryan Franklin
+44 (0) 20 7439 7191
FTI Consulting (Communications Adviser to Apax and Bidco)
Alex Le May
Mitch Barltrop
Alexander Davis
+44 (0)20 3727 1000
ApaxPartners@fticonsulting.com

 

Skadden, Arps, Slate, Meagher & Flom (UK) LLP is retained as legal adviser to AGA.

Simpson Thacher & Bartlett LLP is retained as legal adviser to Apax and Bidco.

Latham & Watkins (London) LLP is retained as legal adviser to Ares.

Campbell Lutyens & Co Ltd. is retained as secondary adviser to Apax and Bidco in respect of the equity funding process for the Acquisition.

Sumitomo Mitsui Banking Corporation is retained sole bookrunner and mandated lead arranger of the certain funds debt financing in respect of the Acquisition.

 

Important notices

 

Jefferies International Limited ("Jefferies"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for AGA and for no one else in connection with the Acquisition and/or any other matter referred to in this Announcement and will not be responsible to anyone other than AGA for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this Announcement, or another other matters referred to in this Announcement. Neither Jefferies nor any of its subsidiaries, Affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement or other matter or arrangement referred to herein or otherwise.

Winterflood Securities Limited ("Winterflood"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for AGA and for no one else in connection with the Acquisition and/or any other matter referred to in this Announcement and will not be responsible to anyone other than AGA for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for Bidco and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Apax and Bidco for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to any matter referred to herein.

General

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor accountant or independent financial adviser duly authorised under FSMA if you are a resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

 
  END

 

 
SOALRMPTMTIBMPA