REG - Apax Global Alpha Ld - Court Sanction of the Scheme of Arrangement

Apax Global AlphaAnnouncement

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RNS Number : 3956Z  Apax Global Alpha Limited  15 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

 

15 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

 

COURT SANCTION OF THE SCHEME OF ARRANGEMENT

 

On 21 July 2025, the boards of Apax Global Alpha Limited ("AGA") and Janus
Bidco Limited ("Bidco") 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 intended 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").

 

Further to the announcement made by AGA on 4 September 2025 in relation to the
results of the Court Meeting and General Meeting, AGA and Bidco are pleased to
announce that the Royal Court of Guernsey has today issued an order
sanctioning the Scheme under Part VIII of the Companies (Guernsey) Law, 2008
(the "Court Order").

 

Terms used but not defined in this announcement have the same meanings as in
the Scheme Document.

 

Next Steps

 

There has been no change to the expected timetable for the transaction
announced by AGA on 19 August 2025.

 

The last date for dealings in, and for registrations of transfers of, and
disablement in CREST of, AGA Shares is expected to be 16 September 2025. The
Scheme Record Time is expected to be 6.00 p.m. on 16 September 2025. The
listing of AGA Shares on the Official List and of dealings in AGA Shares on
London Stock Exchange is expected to be suspended with effect from 7.30 a.m.
on 17 September 2025.

 

It is expected that the Scheme will become Effective on 17 September 2025 as
soon as the Court Order is delivered to the Guernsey Registry. Subject to the
Scheme becoming Effective, the cancellation of admission to listing and
trading of AGA Shares on the London Stock Exchange is expected to take place
by no later than 8.00 a.m. on 18 September 2025.

 

A further announcement will be made when the Scheme has become Effective and
when the admission to listing and trading of AGA Shares have been cancelled.

 

All times referred to in this announcement are London and Guernsey times
unless otherwise stated. If any of the expected times and/or dates above
change, the revised times and/or dates will be notified to AGA Shareholders by
announcement through a Regulatory Information Service. Such announcement
will, subject to certain restrictions relating to persons in Restricted
Jurisdictions, also be available on AGA's website
at https://www.apaxglobalalpha.com/investor-centre/offer.

 

Full details of the Acquisition are set out in the Scheme Document.

 

Enquiries:

 AGA
 Karl Sternberg                                                                 Via Montfort Communications
 Jefferies International Limited (Lead Financial Adviser and Corporate Broker
 to AGA)
 Gaudi Le Roux                                                                  +44 (0) 20 7029 8000

 Paul Bundred

 Todd Miller

 Amaury Criscuolo

 James Umbers
 Winterflood Securities Limited (Joint Financial Adviser and Rule 3 Adviser to
 AGA)
 Joe Winkley                                                                    +44 (0) 203 100 0000

 Neil Morgan
 Montfort Communications (PR Adviser to AGA)
 Gay Collins                                                                    +44 (0) 7798 626 282

 Matthew Jervois                                                                gaycollins@montfort.london

 Michael Schutzer-Weissmann                                                     +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                                                                 +44 (0) 203 493 8000

 Jérémie Birnbaum

 Valentina Proverbio
 Campbell Lutyens & Co. Ltd (Secondary Adviser to Bidco (indirectly owned
 by an investment vehicle to be advised by Apax Partners LLP))
 Immanuel Rubin                                                                 +44 (0) 20 7439 7191

 Ana Dicu

 Ryan Franklin
 FTI Consulting (Communications Adviser to Apax and Bidco)
 Alex Le May                                                                    +44 (0)20 3727 1000

 Mitch Barltrop                                                                 ApaxPartners@fticonsulting.com

 Alexander Davis

 

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.

No offer or solicitation

Neither this Announcement nor any of the accompanying documents do or are
intended to constitute or form part of any offer or invitation to purchase, or
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities
or the solicitation of any vote or approval pursuant to the Scheme or
otherwise, in any jurisdiction in which such offer, invitation or solicitation
is unlawful.

This Announcement does not comprise a prospectus or a prospectus equivalent
document or an exempted document.

The contents of this Announcement do not amount to, and should not be
construed as, legal, tax, business or financial advice.

The statements contained in this Announcement are made as at the date of this
Announcement, unless some other date is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.

Neither the GFSC nor the States of Guernsey take any responsibility for the
financial soundness of AGA or for the correctness of any of the statements
made or opinions expressed with regard to it.

This Announcement has been prepared in accordance with and for the purpose of
complying with Guernsey law, English law, the Takeover Code, the Market Abuse
Regulation, the Listing Rules and the Disclosure Guidance and Transparency
Rules and information disclosed may not be the same as that which would have
been prepared in accordance with the laws of jurisdictions outside Guernsey or
the United Kingdom.

Restricted Jurisdictions and Restricted Shareholders

The release, publication or distribution of this Announcement in whole or in
part, directly or indirectly, in or into or from jurisdictions other than the
United Kingdom or Guernsey may be restricted by law and/or regulations of
those jurisdictions. Persons who are not resident in the United Kingdom or
Guernsey or who are subject to the laws and regulations of other jurisdictions
should inform themselves of, and observe, such restrictions and any applicable
legal or regulatory requirements.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition shall not be made
available, in whole or in part, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws or regulations
in that jurisdiction and no person may vote in favour of the Acquisition by
any such use, means, instrumentality (including, without limitation,
facsimile, email or other electronic transmission, telex or telephone) or from
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws and regulations of that jurisdiction.
Accordingly, copies of this Announcement and all documents relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws or regulations in that
jurisdiction, and persons receiving this Announcement and all documents
relating to the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send them in, into or from such
jurisdictions where to do so would violate the laws or regulations in those
jurisdictions. If the Acquisition is implemented by way of a Takeover Offer
(unless otherwise permitted by applicable law and regulation), such Takeover
Offer may not be made available directly or indirectly, into or from or by the
use of mails or any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Takeover
Offer may not be capable of acceptance by any such use, means, instrumentality
or facilities.

The availability of the Acquisition or of Rollover Shares to Scheme
Shareholders who are not resident in the United Kingdom or Guernsey (and, in
particular, their ability to vote their Scheme Shares with respect to the
Scheme at the Court Meeting, or to appoint another person as proxy to vote at
the Court Meeting on their behalf) may be affected by the laws or regulations
of the relevant jurisdictions in which they are resident. Persons who are not
resident in the United Kingdom or Guernsey should inform themselves of, and
observe, any applicable requirements, as any failure to comply with such
requirements may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.

The Acquisition shall be subject to the applicable requirements of the law of
Guernsey, the Companies Law, the Court, the Takeover Code, the Panel, the
London Stock Exchange, the Financial Conduct Authority and the Listing Rules.

The Alternative Offer is available only to Eligible Scheme Shareholders.
Restricted Shareholders may not elect to participate in the Alternative Offer.

Additional Information for UK and EEA Investors

New Fund is registered by the Guernsey Financial Services Commission as a
closed-ended collective investment scheme registered pursuant to the
Protection of Investors (Bailiwick of Guernsey) Law, 2020 and the Registered
Collective Investment Scheme Rules and Guidance, 2021 and is an
internally-managed AIF for purposes of the EU Alternative Investment Fund
Managers Directive (2011/61/EU) and the UK Alternative Investment Fund
Managers Regulations 2013. Within the UK and the EEA, the Alternative Offer
will be made only to Eligible Scheme Shareholders who are: (i) eligible for
categorisation as professional investors in accordance with Annex II to the EU
Markets in Financial Instruments Directive (2014/65/EU) or Article 2(1)(8) of
Regulation (EU) 600/2014 on markets in financial instruments (as onshored in
the UK), as applicable; and (ii) domiciled or have their registered office in
jurisdictions where New Fund is registered for marketing under applicable
national private placement regimes.

Additional Information for US Investors

The Acquisition is being made to acquire the securities of a Guernsey company
by means of a scheme of arrangement provided for under Part VIII of the
Companies Law, which is subject to Guernsey disclosure requirements (which are
different from those of the US). A transaction effected by means of a scheme
of arrangement is not subject to the proxy solicitation or tender offer rules
under the US Exchange Act. Accordingly, the Scheme is subject to disclosure
requirements and practices applicable to schemes of arrangement involving a
target company incorporated in Guernsey, admitted to the Official List and to
trading on the London Stock Exchange's Main Market, which are different from
the disclosure requirements of the US under the US proxy solicitation and
tender offer rules.

It is not expected that New Fund will be required to register the New Fund
Shares or any other security of New Fund under Section 12(g) or any other
provision of the US Exchange Act.

AGA's financial statements, and all financial information included in this
Announcement, or any other documents relating to the Acquisition, have been or
will have been prepared in accordance with accounting standards applicable in
Guernsey and the UK and thus may not be comparable to financial information of
US companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the US.

Neither the US Securities and Exchange Commission nor any US state securities
commission has approved or disproved or passed judgment upon the fairness or
the merits of the Acquisition or determined if this Announcement is adequate,
accurate or complete.

If Bidco were to elect to implement the Acquisition by means of a Takeover
Offer, such Takeover Offer would be made in compliance with applicable US laws
and regulations, including to the extent applicable Section 14(e) of the US
Exchange Act and Regulation 14E thereunder, and in accordance with the
Takeover Code. Such a takeover would be made in the United States by Bidco and
no one else.

US holders should note that it is intended that, after Completion, AGA will
elect to be classified as an entity disregarded as separate from its owner for
US federal income tax purposes (the "AGA CTB Election"). US holders should be
aware that the transactions contemplated herein and the AGA CTB Election will
have US tax consequences. US holders' attention is drawn to Part 9 (Taxation)
of the Scheme Document which contains a summary of certain US federal income
tax considerations for US holders in respect of the Acquisition and the AGA
CTB Election. This summary is intended as a general guide only, does not
constitute tax advice and does not purport to be a complete analysis of all
potential US tax consequences of the Acquisition or the AGA CTB Election. US
holders are urged to consult with appropriate legal, tax and financial
advisers in connection with the tax consequences of the Acquisition and the
AGA CTB Election applicable to them.

The Rollover Shares issued under the Alternative Offer will not be registered
under the US Securities Act or under relevant securities laws of any state or
territory or other jurisdiction of the United States and New Fund has not and
will not be registered under the U.S. Investment Company Act of 1940, as
amended (the "US Investment Company Act"), in reliance on Section 7(d)
thereof. Accordingly, the Rollover Shares may not be offered or sold in the
United States, except in a transaction not subject to, or in reliance on an
applicable exemption from, the registration requirements of the US Securities
Act and any applicable state securities laws and are only available in a
transaction that does not involve a public offering in the United States to
investors in the U.S. who are (A) "qualified purchasers" as defined in Section
2(a)(51) of the US Investment Company Act or (B) "knowledgeable employees" as
defined in Rule 3c-5 of the US Investment Company Act. Investors in or
domiciled in the US will be required to execute and deliver a US investor
letter in which, amongst other things, they certify their eligibility to
purchase the Rollover Shares and their understanding of the resale
restrictions applicable to them, and agree to abide by certain restrictions in
the resale of the Rollover Shares. New Fund expects to issue the Rollover
Shares in reliance upon the exemption from the registration requirements under
the US Securities Act provided by Section 3(a)(10) thereof ("Section
3(a)(10)"). Section 3(a)(10) exempts securities issued in specified exchange
transactions from the registration requirement under the US Securities Act
where, among other requirements, the fairness of the terms and conditions of
the issuance and exchange of such securities have been approved by a court or
governmental authority expressly authorised by law to grant such approval,
after a hearing upon the fairness of the terms and conditions of the exchange
at which all persons to whom the Rollover Shares are proposed to be issued
have the right to appear and receive adequate and timely notice thereof. If
the exemption afforded by Section 3(a)(10) is not available to New Fund, then
New Fund expects to avail itself of another available exemption to the
registration requirements under the US Securities Act. If Bidco exercises its
right to implement the acquisition of the AGA Shares by way of a Takeover
Offer, the Rollover Shares will not be offered in the US except pursuant to an
exemption from or in a transaction not subject to registration under the US
Securities Act.

The Rollover Shares issued pursuant to the Acquisition will not be registered
under any laws of any state, district or other jurisdiction of the United
States, and may only be issued to persons resident in such state, district or
other jurisdiction pursuant to an exemption from the registration requirements
of the US Securities Act. The Rollover Shares will not be listed on any stock
exchange. Neither the US Securities and Exchange Commission nor any US state
securities commission has approved or disapproved of the Alternative Offer,
passed any opinion upon the fairness of the Acquisition or the Alternative
Offer nor has determined (nor will they determine) if this Announcement is
accurate or complete. Any representation to the contrary is a criminal
offence.

US holders who are or will be affiliates of the New Fund Group or AGA prior
to, or of the New Fund Group after, the Effective Date will be subject to
certain US transfer restrictions relating to the Rollover Shares received
pursuant to the Scheme.

For the purposes of qualifying for the exemption from the registration
requirements of the US Securities Act in respect of the Rollover Shares issued
pursuant to the Alternative Offer afforded by Section 3(a)(10), the New Fund
Group will advise the Court that its sanctioning of the Scheme will be relied
upon by the New Fund Group as an approval of the Scheme following a hearing on
its fairness to AGA Shareholders.

It may be difficult for US holders of AGA Shares to enforce their rights and
any claims arising out of the US federal securities laws, since AGA is located
in a country other than the US, and all of its officers and directors are
residents of countries other than the US. US holders of AGA Shares may not be
able to sue a non-US company or its officers or directors in a non-US court
for violations of US securities laws. Further, it may be difficult to compel a
non-US company and its Affiliates to subject themselves to a US court's
judgement.

In accordance with normal UK practice and consistent with Rule 14e-5 under the
US Exchange Act, Bidco, certain Affiliated companies and the nominees or
brokers (acting as agents) may from time to time make certain purchases of, or
arrangements to purchase, shares in AGA outside of the US, other than pursuant
to the Acquisition, until the date on which the Acquisition and/or Scheme
becomes effective, lapses or is otherwise withdrawn. If such purchases or
arrangements to purchase were to be made they would occur either in the open
market at prevailing prices or in private transactions at negotiated prices
and will comply with applicable law, including to the extent applicable the US
Exchange Act. Any information about such purchases or arrangements to purchase
will be disclosed as required in the United Kingdom, will be reported to a
Regulatory Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com.

Forward-looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Bidco and AGA contain certain statements, beliefs or
opinions, with respect to the financial condition, results of operations and
business of Bidco and AGA which are or may be deemed to be "forward-looking
statements". Forward-looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and projections
of the management of Bidco and/or AGA (as the case may be) about future
events, and are therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results expressed or
implied by the forward-looking statements.

These forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect", "envisage",
"estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue",
"will", "may", "should", "would", "could", or other words of similar meaning
and including statements relating to future capital expenditures, expenses,
revenues, economic performance, financial conditions, dividend policy, losses
and future prospects and business and management strategies and the expansion
and growth of the operations of Bidco or AGA. These forward-looking statements
are not guarantees of future performance and are based on assumptions and
assessments made by AGA, and/or Bidco, in light of their experience and their
perception of historical trends, current conditions, future developments and
other factors they believe appropriate. By their nature, forward-looking
statements involve risk and uncertainty, because they relate to events and
depend on circumstances that will occur in the future and the factors
described in the context of such forward-looking statements in this
Announcement could cause actual results, performance or achievements of any
such person, or industry results and developments, to differ materially from
those expressed in or implied by such forward-looking statements. No assurance
can be given by AGA and Bidco that such expectations will prove to have been
correct and you are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
Announcement.

The forward-looking statements speak only at the date of this Announcement.
All subsequent oral or written forward-looking statements attributable to any
member of the New Fund Group or AGA Group, or any of their respective
associates, directors, officers, employees or advisers, are expressly
qualified in their entirety by the cautionary statement above. Neither AGA nor
Bidco nor Apax assumes any obligation and AGA and Bidco and Apax disclaim any
intention or obligation, to update or correct the information contained in
this Announcement (whether as a result of new information, future events or
otherwise), except as required by applicable law or regulation (including
under the Listing Rules).

Except as expressly provided in this Announcement, the forward-looking
statements have not been reviewed by the auditors of AGA, Apax or Bidco or
their respective financial advisers. Such forward-looking statements involve
known and unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. There are several
factors which could cause actual results to differ materially from those
expressed or implied in forward-looking statements. Among the factors that
could cause actual results to differ materially from those described in the
forward-looking statements is the satisfaction of the conditions, as well as
additional factors such as changes in global, political, economic, business,
competitive, market and regulatory forces, future exchange and interest rates,
changes in tax rates and future business combinations or dispositions. Such
forward-looking statements should therefore be construed in the light of such
factors. Neither Bidco nor AGA, nor any of their respective associates or
directors, officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually occur.

No Profit Forecasts, Profit Estimates or Quantified Financial Benefits
Statements

No statement in this Announcement is intended as a profit forecast, profit
estimate or quantified financial benefits statement for any period and no
statement in this Announcement should be interpreted to mean that earnings or
earnings per share for AGA for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings per
share for AGA.

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(s),
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 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
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information
provided by AGA Shareholders and other relevant persons for the receipt of
communications from AGA may be provided to Bidco during the Offer Period as
requested under Section 4 of Appendix 4 of the Takeover Code to comply with
Rule 2.11(c) of the Takeover Code.

Publication on Website and Availability of Hard Copies

A copy of this Announcement and the documents required to be published by Rule
26 of the Takeover Code shall be made available subject to certain
restrictions relating to persons resident in Restricted Jurisdictions on AGA's
website at https://www.apaxglobalalpha.com/investor-centre/offer by no later
than 12 noon (London time) on the Business Day following the date of this
Announcement. For the avoidance of doubt, the contents of this website are not
incorporated into and do not form part of this Announcement.

AGA Shareholders may request hard copies of the Scheme Document by contacting
MUFG Corporate Markets, Corporate Actions, Central Square, 29 Wellington
Street, Leeds, LS1 4DL, or on +44 (0) 371 664 0321. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. The helpline is
open between 9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays
in England and Wales. Please note that MUFG Corporate Markets cannot provide
any financial, legal or tax advice and calls may be recorded and monitored for
security and training purposes.

You may also request that all future documents, announcements and information
to be sent to you in relation to the Acquisition should be in hard copy form.
If you have received this Announcement in electronic form, copies of this
Announcement and any document or information incorporated by reference into
this Announcement will not be provided unless such a request is made.

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.

In accordance with section 5 of Appendix 7 of the Takeover Code, AGA will
announce through a Regulatory Information Service key events in the Scheme
process.

Investors should be aware that Bidco may purchase AGA Shares otherwise than
under any Takeover Offer or the Scheme, including pursuant to privately
negotiated purchases.

 

 

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