REG - Apax Global Alpha Ld - Publication of Scheme Document

Apax Global AlphaAnnouncement

13/08/2025 07:00

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RNS Number : 0713V  Apax Global Alpha Limited  13 August 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

13 August 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 ("Apax")

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

 

PUBLICATION OF SCHEME DOCUMENT

Introduction

On 21 July 2025, the boards of AGA and Bidco announced that they had reached
agreement on the terms of a recommended cash offer to be made by Bidco for the
entire issued and to be issued ordinary share capital of AGA (the
"Acquisition"). Bidco is a newly-formed Guernsey limited company, indirectly
owned by an investment vehicle to be advised by Apax Partners LLP. 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 ("Ares"). It is
intended that the Acquisition will be implemented by way of a Court-sanctioned
scheme of arrangement under Part VIII of the Companies Law (the "Scheme").

Capitalised terms used in this announcement (this "Announcement") shall have
the meanings given to them in the Scheme Document (as defined below), unless
otherwise defined.

Publication of the Scheme Document

The AGA Board is pleased to announce the circular relating to the Scheme (the
"Scheme Document") has been published today. The Scheme Document sets out,
amongst other things, a letter from the Chair of AGA, the full terms and
conditions of the Scheme, an explanatory statement pursuant to Part VIII of
the Companies Law, a summary of the Alternative Offer, an expected timetable
of principal events, notices of the Court Meeting and the General Meeting, a
valuation report on AGA's net asset value in accordance with Rule 29 of the
Takeover Code, an estimate of the value of each Rollover Share for the
purposes of Rule 24.11 of the Takeover Code, and details of the actions to be
taken by AGA Shareholders entitled to vote at the Court Meeting and the
General Meeting.

Hard copies of the Scheme Document and the Forms of Proxy for the Court
Meeting and the General Meeting and, where relevant, the Form of Alternative
Offer Election and Form of Currency Election are being posted to AGA
Shareholders.

The Scheme Document is available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on AGA's website at
https://www.apaxglobalalpha.com/investor-centre/offer. For the avoidance of
doubt, the contents of this website are not incorporated into and do not form
part of this Announcement or the Scheme Document.

Recommendation

Acquisition and Cash Offer

The AGA Directors, who have been so advised by Jefferies and Winterflood as to
the financial terms of the Cash Offer, consider the terms of the Cash Offer to
be fair and reasonable. In providing its advice to the AGA Directors,
Jefferies and Winterflood have taken into account the commercial assessments
of the AGA Directors. Winterflood is providing independent financial advice to
the AGA Directors for the purposes of Rule 3 of the Takeover Code.

The AGA Directors unanimously recommend that AGA Shareholders vote or procure
votes in favour of the Scheme at the Court Meeting and vote or procure votes
in favour of the Resolution at the General Meeting (or, in the event that the
Acquisition is implemented by way of a Takeover Offer, to accept such Takeover
Offer). The AGA Directors who hold AGA Shares have irrevocably undertaken to:
(i) vote or procure voting in favour of the Scheme at the Court Meeting and in
favour of the Resolution at the General Meeting (or, in the event that the
Acquisition is implemented by way of a Takeover Offer, to accept such Takeover
Offer); and (ii) receive the Cash Offer in respect of all of their own AGA
Shares representing, in aggregate, approximately 0.04 per cent. of the AGA
Shares in issue on the Latest Practicable Date.

Alternative Offer

Bidco is also separately making the Alternative Offer. Jefferies and
Winterflood are unable to advise the AGA Directors as to whether or not the
financial terms of the Alternative Offer are fair and reasonable. Jefferies
and Winterflood have not had any involvement in the validation of any
financial projections for New Fund. As a result, Jefferies and Winterflood are
unable to assess any plans New Fund may have for the development of AGA to the
degree necessary to form an assessment of the value of the Alternative Offer.

Accordingly, the AGA Directors are unable to form a view as to whether or not
the terms of the Alternative Offer are fair and reasonable. Therefore, the AGA
Directors do not intend to make a recommendation to holders of Scheme Shares
in relation to the Alternative Offer.

In reviewing the terms of the Alternative Offer, Scheme Shareholders should
refer to the key advantages and disadvantages of electing for the Alternative
Offer which have been identified and are set out in further detail in the
Scheme Document. Scheme Shareholders are strongly encouraged to take into
account such advantages and disadvantages, as well as a number of investment
considerations and risk factors outlined in the Scheme Document and their
particular circumstances, when deciding whether to elect for the Alternative
Offer in respect of some or all of their Scheme Shares.

It is strongly recommended that, in deciding whether or not to elect for the
Alternative Offer in respect of some or all of their Scheme Shares, Scheme
Shareholders take their own independent financial, legal and tax advice in
light of their own personal circumstances and investment objectives. Any
decision to elect for the Alternative Offer should be based on such
independent financial, legal and tax advice and full consideration of the
Scheme Document, and the New Fund Information Memorandum and the New Fund
Articles.

Further details of the Alternative Offer are set out in the Scheme Document.

Action required

As described in the Scheme Document, the Scheme can only become Effective if
all Conditions have been satisfied or, if capable of waiver, waived. Among
other Conditions, the Scheme must be approved by a majority in number of the
AGA Shareholders present and voting at the Court Meeting, whether in person or
by proxy, who represent 75 per cent. or more of the votes cast by those AGA
Shareholders, and the Resolution must be duly passed by the requisite majority
or majorities of eligible AGA Shareholders, whether in person or by proxy, at
the General Meeting.

Notices of the Court Meeting and the General Meeting, each of which will be
held at the offices of Skadden, Arps, Slate, Meagher & Flom (UK) LLP
located at 22 Bishopsgate, London, EC2N 4BQ, are set out in the Scheme
Document. The Court Meeting will start at 11.00 a.m. on 3 September 2025 and
the General Meeting will start at 11.15 a.m. on that date (or as soon
thereafter as the Court Meeting (as adjourned or postponed, if applicable)
shall have concluded).

It is important, for the Court Meeting in particular, that as many votes as
possible are cast (whether in person or by proxy) in order for the court to be
satisfied that there is a fair and reasonable representation of Scheme
Shareholders' opinion. You are therefore strongly urged to complete, sign and
return your forms of proxy or to deliver your voting instructions by one of
the other methods mentioned in the Scheme Document as soon as possible.

AGA Shareholders should read the whole of the Scheme Document before deciding
whether or not to vote in favour of the Scheme at the Court Meeting and the
Resolution at the General Meeting.

Alternative Offer

Election

If you wish to make an election for the Alternative Offer in respect of all or
part (subject to the Minimum Rollover Percentage) of your holding of Scheme
Shares, you should read Part 6 (Making an election for the Alternative Offer)
of the Scheme Document carefully and follow the applicable instructions so as
to deliver an appropriately executed Form of Alternative Offer Election or
make a binding TTE Alternative Offer Instruction in respect of the relevant
number of Scheme Shares by the Alternative Offer Election Return Time.

KYC

Scheme Shareholders who wish to elect for the Alternative Offer must be
Eligible Scheme Shareholders and are required to deliver the KYC Information
to MUFG Corporate Markets (acting on behalf of Bidco) by the Alternative Offer
Election Return Time. Scheme Shareholders who are considering whether to elect
for the Alternative Offer are strongly encouraged to visit
https://www.apaxglobalalpha.com/investor-centre/offer to access a copy of the
KYC form setting out details of the required KYC Information and/or to contact
MUFG Corporate Markets using the shareholder helpline as soon as possible to
inform MUFG Corporate Markets that they intend to elect for the Alternative
Offer and to obtain further details of the required information.

Any Underlying Holder who is interested in Scheme Shares through a nominee or
similar arrangement and who wishes to elect for the Alternative Offer should
contact their nominee or similar registered holder of the Scheme Shares in
respect of which they wish to elect for the Alternative Offer well in advance
of the Alternative Offer Election Return Time.

Following receipt of a duly completed KYC form and supporting documents from a
Scheme Shareholder, Bidco, or any of its advisers may contact the relevant
Scheme Shareholder to request further KYC Information or other information
that may be required to verify that they are an Eligible Scheme Shareholder.
Scheme Shareholders are therefore strongly advised to submit the KYC form and
supporting documents well in advance of the Alternative Offer Election Return
Time. The KYC Information is subject to the approval of Bidco in its sole
discretion. Failure to deliver such KYC Information in a form satisfactory to
Bidco on or prior to the Alternative Offer Election Return Time will result in
your purported election for the Alternative Offer being treated as invalid by
Bidco and you will only be entitled to receive the Cash Consideration for the
relevant Scheme Shares you hold in accordance with the terms of the Cash
Offer.

Financing Documents

The Scheme Document contains information about the key terms applicable to the
Facilities as at 8 August 2025, being the latest practicable date prior to the
publication of the Scheme Document. Pursuant to an amendment letter dated 13
August 2025 and made between Bidco, SMBC Bank International plc ("SMBC") and
GLAS USA LLC ("GLAS") certain amendments have been made to the Facilities
Agreement such that, among other things: (i) GLAS has replaced SMBC as Agent
under the Facilities Agreement; and (ii) the Delayed Draw Facility may be used
to finance capital calls and/or drawdown requests made pursuant to the limited
partnership agreement (or equivalent fund documents) in respect of an
investment, in each case, together with all fees, costs and expenses in
connection therewith. A copy of the amendment letter is available on AGA's
website at https://www.apaxglobalalpha.com/investor-centre/offer.

New Fund Articles and Information Memorandum

The New Fund Information Memorandum and the New Fund Articles were adopted by
the New Fund on 13 August 2025. These documents are described in the Scheme
Document and copies of each document are available on AGA's website at
https://www.apaxglobalalpha.com/investor-centre/offer.

Expected timetable of principal events

The Scheme Document contains an expected timetable of principal events
relating to the Scheme, which is set out below.

 Event                                                                            Time and/or date((1))
 Publication of the Scheme Document                                               13 August 2025
 Voting Record Time for the Court Meeting and the General Meeting                 6.00 p.m. on 1 September 2025((2))

 Latest time and date for lodging the:
 BLUE Form of Proxy in respect of the Court Meeting                               11.00 a.m. on 2 September 2025((3))
 PINK Form of Proxy in respect of the General Meeting                             11.15 a.m. on 2 September 2025((4))

 Court Meeting                                                                    11.00 a.m. on 3 September 2025
 General Meeting                                                                  11.15 a.m. on 3 September 2025((5))

 The following dates and times are indicative only and are subject to
 change((6))
                                                                                  1.00 p.m. on D - 1 Business Day((7))

 Alternative Offer Election Return Time, being the latest time for lodging the
 GREEN Form of Alternative Offer Election (for certificated holders) or the TTE
 Alternative Offer Instructions (for CREST holders) in respect of the
 Alternative Offer
 Currency Election Return Time, being the latest time for lodging the WHITE       1.00 p.m. on D - 1 Business Day((8))
 Form of Currency Election (for certificated holders) or TTE Currency
 Instructions (for CREST holders) in respect of the Currency Election
 Court Hearing((9))                                                               A date ("D") expected to be within 21 days following the satisfaction or (if
                                                                                  applicable) waiver of the Conditions
 Last day of dealings in, and for registration of transfers of, and disablement   D + 1 Business Day
 in CREST of, AGA Shares
 Scheme Record Time                                                               6.00 p.m. on D + 1 Business Day
 Suspension of listing of AGA Shares on the Official List and of dealings in      by 7.30 a.m. on D + 2 Business Days
 AGA Shares on London Stock Exchange
 Effective Date of the Scheme                                                     D + 2 Business Days((9))
 Cancellation of admission to listing and trading of AGA Shares on the London     by not later than 8.00 a.m. on D + 3 Business Days
 Stock Exchange
 Despatch of cheques and crediting of CREST accounts for Cash Consideration due   within 14 calendar days of the Effective Date
 under the Scheme and issue of share certificates in respect of Rollover Shares
 due, subject to implementation of the Rollover, under the Alternative Offer
 Long Stop Date                                                                   11.59 p.m. on 21 January 2026((10))

 

Notes:

 

(1)   The dates and times given are indicative only, are based on current
expectations, and are subject to change (including as a result of changes to
the regulatory timetable). References to times are to London and Guernsey time
unless otherwise stated. If any of the 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 and, if required by the
Panel, notice of the change(s) will be sent to AGA Shareholders and other
persons with information rights.

(2)   If either the Court Meeting or the General Meeting is adjourned or
postponed, the Voting Record Time for the relevant adjourned or postponed
Meeting will be 6.00 p.m. on the day which is two Business Days before the
date set for such adjourned or postponed Meeting.

(3)   It is requested that BLUE Forms of Proxy, electronic proxy
appointments or CREST Proxy Instructions in respect of the Court Meeting be
lodged in accordance with the instructions therein or, in the case of any
adjournment or postponement, not later than 24 hours (excluding non-working
days) before the time fixed for the holding of the adjourned or postponed
Court Meeting. BLUE Forms of Proxy that are not so lodged may be handed, by or
on behalf of the relevant AGA Shareholder, to the Chair of the Court Meeting
or a representative of the Company's registrar, MUFG Corporate Markets, at the
Court Meeting venue no later than 15 minutes before the start of the Court
Meeting (or any postponement or adjournment thereof).

(4)   PINK Forms of Proxy, electronic proxy appointments or CREST Proxy
Instructions in respect of the General Meeting must be lodged in accordance
with the instructions therein or, in the case of any adjournment or
postponement, not later than 24 hours (excluding non-working days) before the
time fixed for the holding of the adjourned or postponed General Meeting. PINK
Forms of Proxy that are not so lodged by the relevant time, and in accordance
with the instructions on the PINK Form of Proxy, will be invalid.

(5)   Or as soon thereafter as the Court Meeting (as adjourned or postponed,
if applicable) shall have been concluded.

(6)   These dates and times are indicative only and will depend, amongst
other matters, on the date upon which: (i) the Conditions are satisfied or
(where applicable) waived; and (ii) the Court sanctions the Scheme. See also
Note (1) above.

(7)   The Alternative Offer Election Return Time will be 1.00 p.m. on the
Business Day prior to the date of the Court Hearing. Once the date of the
Court Hearing is set, AGA will announce the Alternative Offer Election Return
Time via a Regulatory Information Service (with such announcement being made
available on AGA's website at https://www.apaxglobalalpha.com/investor-centre)
and an appropriate event will be set up by Euroclear in CREST. It will be
possible for TTE Alternative Offer Instructions to be sent to Euroclear from
such time onwards until the Alternative Offer Election Return Time.

(8)   The Currency Election Return Time will be 1.00 p.m. on the Business
Day prior to the date of the Court Hearing. Once the date of the Court Hearing
is set, AGA will announce the Currency Election Return Time via a Regulatory
Information Service (with such announcement being made available on AGA's
website at https://www.apaxglobalalpha.com/investor-centre) and an appropriate
event will be set up by Euroclear in CREST. It will be possible for TTE
Currency Instructions to be sent to Euroclear from such time onwards until the
Currency Election Return Time.

(9)   A copy of the Court Order which sanctions the Scheme must be filed
with the Guernsey Registry within seven days after the date on which it is
made. The Scheme will become Effective as soon as the Court Order is delivered
to the Guernsey Registry email address (enquiries@guernseyregistry.com).

(10) This is the latest date by which the Scheme may become Effective unless
such later date is agreed in writing by Bidco and AGA (with the Panel's
consent and as the Court may approve (if such approval(s) are required)).

Shareholder helpline

If you are an AGA Shareholder and have any questions about the Scheme
Document, the Court Meeting or the General Meeting, or are in any doubt as to
how to complete and return the Forms of Proxy and/or Forms of Election, please
contact AGA's registrar, MUFG Corporate Markets 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. Alternatively, you can email
MUFG Corporate Markets at operationalsupportteam@mpms.mufg.com. 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.

 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 Notice

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 14 August 2025. 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.

Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

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 including the outcomes of the Meetings and the Court Hearing.

Unless otherwise consented to by the Panel and (if required) by the Court, any
modification or revision to the Scheme will be made no later than the day
which is 14 days prior to the Meetings (or any later date to which such
Meetings are adjourned).

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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rns@lseg.com (mailto:rns@lseg.com)
 or visit
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.

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