REG - Apax Global Alpha Ld - Scheme of Arrangement Becomes Effective

Apax Global AlphaAnnouncement

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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                                                                  +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.

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.

 

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