REG - Apax Partners LLP Apax Global Alpha Ld - Recommended Acquisition

Apax Global AlphaAnnouncement

Mon 14:30

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RNS Number : 8306R  Apax Partners LLP  21 July 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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

THIS ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS EXEMPT DOCUMENT AND SCHEME
SHAREHOLDERS SHOULD NOT MAKE ANY DECISION IN RELATION TO THE ALTERNATIVE OFFER
EXCEPT ON THE BASIS OF THE INFORMATION TO BE CONTAINED IN THE SCHEME DOCUMENT
WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE

FOR IMMEDIATE RELEASE

21 July 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

Summary

·            The boards of Bidco and AGA are pleased to announce
that they have agreed the terms of a recommended cash acquisition of the
entire issued and to be issued ordinary 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 ("Ares").

·            The Acquisition is intended to be effected by means
of a Court-sanctioned scheme of arrangement under Part VIII of the Companies
Law.

Cash Offer

·            Under the terms of the Acquisition, which shall be
subject to the Conditions and further terms set out in Appendix I to this
Announcement and to the full terms and conditions that will be set out in the
Scheme Document, each Scheme Shareholder shall be entitled to receive:

for each Scheme Share:                    €1.90 in cash
(the "Cash Offer")

·            The Cash Offer represents:

o  a premium of approximately 18.8 per cent. to the closing price per AGA
Share of 138.6 pence on 18 July 2025 (being the last Business Day prior to the
commencement of the Offer Period);

o  a premium of approximately 30.6 per cent. to the volume weighted average
price per AGA Share of 126.1 pence for the one-month period ended 18 July 2025
(being the last Business Day prior to the commencement of the Offer Period);

o  a premium of approximately 36.5 per cent. to the volume weighted average
price per AGA Share of 120.6 pence for the three-month period ended 18 July
2025 (being the last Business Day prior to the commencement of the Offer
Period); and

o  a discount of approximately 17.1 per cent. to AGA's preliminary unaudited
Q2 2025 net asset value ("NAV") per AGA Share of €2.29,

in each case, where applicable, based on the Announcement Exchange Rate.

·            The Cash Offer represents a price of £1.65 per
Scheme Share, based on the Announcement Exchange Rate, and values the entire
issued and to be issued ordinary share capital of AGA at approximately EUR
916.5 million (approximately £794.5 million) on a fully diluted basis.

·            Bidco will procure that a facility will be made
available under which Scheme Shareholders will be able to elect (subject to
the terms and conditions of the facility) to receive the Cash Consideration in
sterling (after deduction of any transaction or dealing costs associated with
the conversion) at the applicable market exchange rate on the latest
practicable date for fixing such rate prior to the relevant payment date.
Further details of this facility and the process for election by Scheme
Shareholders wishing to receive their Cash Consideration in sterling will be
set out in the Scheme Document.

·            A portion of the funds required for the Cash Offer
will be made available to Bidco through equity financing from Ares Funds,
which will subscribe for New Fund A2 Shares to fund (in part) the payment of
the Cash Consideration to AGA Shareholders. The remaining Cash Consideration
will be satisfied through debt financing as summarised in paragraph 13 below.

Alternative Offer

·            As an alternative to the Cash Offer, Eligible Scheme
Shareholders (being those Scheme Shareholders who are not Restricted
Shareholders) may elect to participate in an unlisted share alternative in
respect of some or all of their Scheme Shares (subject to the Minimum Rollover
Percentage, the implementation of the Rollover, any 'scale back' as a result
of the Rollover Offer Maximum, the terms summarised in Appendix IV and the
full terms and conditions that will be set out in the Scheme Document) (the
"Alternative Offer"). Restricted Shareholders may not elect to participate in
the Alternative Offer.

·            Each Eligible Scheme Shareholder may participate in
the Alternative Offer in respect of some or all of their Scheme Shares
provided that they elect to exchange 50 per cent. or more of their Scheme
Shares for Rollover Shares (the "Minimum Rollover Percentage").

·            The Alternative Offer will be open to acceptance in
respect of Scheme Shares which, in aggregate, represent up to a maximum of 40
per cent. of the issued share capital of AGA (the "Rollover Offer Maximum").
In the event the Rollover Offer Maximum is exceeded, those Eligible Scheme
Shareholders who validly elect to participate in the Alternative Offer would
be issued Rollover Shares on a scaled back pro-rata basis such that each
Eligible Scheme Shareholder who has validly elected to participate in the
Alternative Offer shall receive their Pro-Rata Percentage of the aggregate
number of Rollover Shares to be issued in connection with the Acquisition
(with any fractions of Rollover Shares resulting from such scaling back being
rounded down to the nearest whole number of Rollover Shares), and the
remaining consideration due in respect of the balance of the Scheme Shares
(including any fraction of Rollover Shares rounded down from any scale back)
shall be satisfied in cash at a value per Scheme Share equal to the Cash
Offer. Eligible Scheme Shareholders who validly elect to participate in the
Alternative Offer will receive, immediately following the implementation of
the Rollover (see Appendix IV for details of the Rollover steps):

for each Scheme Share:                    1 Rollover Share

·            Due to the leverage that is being utilised by the New
Fund Group in connection with the Acquisition, immediately following
implementation of the Rollover the Rollover Shareholders will hold a larger
proportion of the economic returns per share in Janus Topco Limited ("New
Fund"), as compared to their current shareholding in AGA.

·            Following implementation of the Rollover, Ares Funds
will subscribe for New Fund A2 Shares (at the same subscription price per
share as Ares Funds paid in respect of their subscription for New Fund A2
Shares to fund (in part) the payment of the Cash Consideration to AGA
Shareholders) (the "Post-Acquisition Issuance") for an aggregate subscription
amount equal to: (i) the total costs and expenses incurred and to be incurred
by or on behalf of the New Fund Group and Ares Funds in connection with the
Acquisition; and (ii) the minimum cash amount required to be funded to New
Fund at or immediately following Completion in order to manage New Fund's
working capital requirements (both amounts net of AGA's cash balance at that
time) (the "Additional Funding Amount"), in each case, to the extent such
funding is deemed by New Fund in its absolute discretion to be required for
such purposes. The issuance of New Fund A2 Shares for the Additional Funding
Amount will be implemented on a non-pre-emptive basis, meaning that Rollover
Shareholders will not be entitled to participate and consequently the
percentage holding of Rollover Shareholders in New Fund will be diluted by
such issuance. The Additional Funding Amount is currently expected to be
approximately EUR 24 million which would result in a dilution for each
Rollover Shareholder of 3.9 per cent. An updated estimate will be included in
the Scheme Document.

·            For illustrative purposes only and assuming no scale
back due to aggregate elections exceeding the Rollover Offer Maximum, if the
Scheme becomes effective in accordance with its terms and Eligible Scheme
Shareholders validly elect for the Alternative Offer in respect of a holding
representing 1 per cent. of the AGA Shares, upon implementation of the
Rollover, such Eligible Scheme Shareholders will hold Rollover Shares
representing 1.53 per cent. of the economic rights in New Fund, reflecting the
amended capital structure of New Fund. The Post-Acquisition Issuance (as
detailed in paragraph 11 of this Announcement) will then occur and have a
dilutive impact on the Rollover Shares, such that in this example, the 1.53
per cent. share of the economic rights in New Fund will be reduced to 1.47 per
cent. (on the basis of the estimated Additional Funding Amount) following
completion of the Post-Acquisition Issuance. In this example, Ares would be
issued New Fund A2 Shares representing in total 98.53 per cent. of the
economic rights in New Fund.

·            The Rollover Shares will be issued within 14 days of
the Effective Date. The terms and conditions of the Alternative Offer are set
out in paragraph 11 of this Announcement and a summary of the rights attaching
to the Rollover Shares is set out in Appendix IV to this Announcement. Certain
advantages and disadvantages of electing for the Alternative Offer are
outlined in paragraph 5 of this Announcement. Further information about the
Rollover Shares and the Alternative Offer will be included in the Scheme
Document.

·            Scheme Shareholders who do not validly elect for the
Alternative Offer will automatically receive the Cash Offer in respect of
their entire holding of Scheme Shares. Further details in relation to making
an election for the Alternative Offer will be contained in the Scheme
Document.

·            An Eligible Scheme Shareholder is a Scheme
Shareholder who is not a Restricted Shareholder. A Restricted Shareholder is
an AGA Shareholder who is, or who Bidco reasonably believes to be: (i) a
citizen, resident or national of any Restricted Jurisdiction; (ii) a person to
whom the offer or issue of shares in New Fund may result in a significant risk
of civil, regulatory or criminal exposure for Bidco, New Fund or Apax (or any
of their respective Affiliates); or (iii) a person who does not satisfy the
"know your customer", anti-money laundering, sanctions checks and other
compliance reviews required to be undertaken by Bidco, New Fund or Apax (or
any of their respective Affiliates) pursuant to applicable law or regulation
or their respective bona fide internal compliance policies.

·            For the purposes of Rule 24.11 of the Takeover Code,
J.P. Morgan Cazenove (as financial adviser to Bidco) will provide an estimate
of the value of a Rollover Share, together with the assumptions,
qualifications and caveats forming the basis of its estimate of value, in a
letter to be included in the Scheme Document.

Dividends

·            If, on or after the date of this Announcement, any
dividend, distribution and/or other return of capital is declared, made or
paid or becomes payable in respect of the AGA Shares (in each case with a
record date prior to the Effective Date), Bidco reserves the right to reduce
the consideration payable under the Cash Offer by an amount equal to (and make
a proportionate downward adjustment to the consideration due under the
Alternative Offer to reflect) the amount of such dividend, distribution and/or
return of capital. If Bidco so chooses to reduce the consideration any
reference in this Announcement to the consideration payable under the Cash
Offer (or under the Alternative Offer) will automatically be deemed to be a
reference to the consideration as so reduced. In such circumstances, AGA
Shareholders would be entitled to receive and retain any such dividend,
distribution and/or return of capital.

·            Any adjustment of the Consideration shall be the
subject of an announcement and, for the avoidance of doubt, not be regarded as
constituting any revision or variation of the terms of the Acquisition or the
Scheme.

·            To the extent that any such dividend, distribution
and/or other return of capital has been declared or is payable, and: (i) the
relevant AGA Shares entitled to receive such dividend, distribution or return
of capital are or shall be transferred pursuant to the Acquisition on a basis
which entitles Bidco to so receive and retain it; or (ii) such dividend,
distribution and/or other return of capital is cancelled, the consideration
shall not be subject to adjustment.

·            It is the intention of the AGA Board that AGA
Shareholders will only be entitled to receive and retain any future dividend
usually announced, declared or paid by AGA in the ordinary course and
consistent with past practice of AGA in the event the Effective Date has not
occurred by the Long Stop Date and/or the Scheme (or, in the event that the
Acquisition is implemented by way of a Takeover Offer, the Takeover Offer)
lapses. For the avoidance of doubt, Bidco will have the right to reduce the
consideration under the Cash Offer and the Alternative Offer by the amount of
any such future dividend.

·            With immediate effect from the date of this
Announcement, AGA will cease the share buyback programme which AGA has been
undertaking pursuant to a non-discretionary arrangement with Jefferies
International Limited ("Jefferies") as announced by AGA on 26 June 2024,
initially approved by the AGA Shareholders at AGA's annual general meeting
held on 1 May 2024 and which approval was subsequently renewed at AGA's annual
general meeting held on 1 May 2025. The recommencement of the share buyback
programme (or the introduction of any new share buyback programme) will only
be considered in the event the Scheme (or, in the event that the Acquisition
is implemented by way of a Takeover Offer, the Takeover Offer) lapses. Any
future recommencement of the share buyback programme shall be the subject of
an announcement.

Background to and reasons for the Acquisition

·            Apax believes that AGA's portfolio of private equity
funds provides access to a range of high-quality companies, and that AGA
offers a compelling long-term investment opportunity. AGA's €1.1 billion
portfolio currently spans 11 funds, diversified across fund vintages and three
sectors, with no see-through single asset exposure representing more than 5
per cent. of the portfolio. The funds focus on investments in the upper
mid-market and three sectors - tech, services, and internet/consumer - that
provide exposure to target-rich sub-sectors where underlying business models
are strong and less impacted by current macro headwinds.

·            Apax has been closely following the performance of
AGA, and has been impressed by how the AGA Board has been proactively managing
AGA's trading and the actions undertaken to maximise shareholder returns and
address the significant discount to NAV. However, the limited liquidity and
adverse macroeconomic backdrop affecting AGA and the broader UK investment
trust market and listed private equity sector, have resulted in AGA's shares
trading at a persistent and significant discount of 30.3 per cent. to the
preliminary unaudited Q2 2025 NAV as at the Latest Practicable Date and 27.4
per cent. on average since 30 June 2021, which Apax now believes is a
structural component of the alternative investment company market absent
material changes in the environment for public equity investment.

·            Much of this enduring discount reflects market
reality, not underlying asset quality. Apax believes that in the case of AGA,
the liquidity issue has been further exacerbated by the composition of AGA's
shareholder base, with c. 42 per cent. of AGA's register made up of Apax
alumni or current employees, who are long term investors in AGA and do not
trade frequently. Such lack of liquidity has put further pressure on AGA's
share price.

·            Recent FX volatility is providing an additional
headwind for AGA. Specifically, the recent weakening of the US dollar carries
significant risk in the performance of AGA's NAV, which is denominated in EUR,
compared to 59 per cent. of AGA's invested private equity portfolio which is
denominated in USD.

·            As such, Apax believes that there can be no certainty
or expectation that the current discount to NAV can be materially reduced or
for the AGA share price to exceed the offer price under the Cash Offer in the
medium-term given the absence of any credible rerating catalysts. Furthermore,
since IPO in 2015, AGA's portfolio has evolved substantially, becoming more of
a pure play private equity company with less direct debt and equity positions,
for which it is expected that a private company could more effectively
maximise the value of the portfolio.

·            Consequently, Apax believes that AGA will achieve
greater success in the long-term as a private vehicle, which would maintain
and increase exposure to AGA's portfolio and strategy, by continuing to invest
in private equity funds that are part of AGA's current portfolio as well as
future vintages of Apax Funds.

·            Apax believes that the Cash Offer provides certainty,
in offering AGA Shareholders who want to achieve immediate liquidity with an
opportunity to exit their investment in full at a material premium to AGA
Share price as at the Latest Practicable Date.

·            In addition, Apax believes that the Alternative Offer
provides Eligible Scheme Shareholders with an option to continue investing in
the private equity portfolio of current and future Apax Funds, and monetise
their positions over time through the liquidity mechanisms offered under the
Alternative Offer. Apax believes that electing for the Alternative Offer will
allow Eligible Scheme Shareholders to retain exposure to a high quality set of
assets that they would not be otherwise able to access, and benefit from
enhanced returns from the optimised capital structure of New Fund.

AGA 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 confirm they intend to recommend
unanimously that Scheme Shareholders vote or procure votes in favour of the
Scheme at the Court Meeting and that AGA Shareholders vote or procure votes in
favour of the Resolutions 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 at the date of this Announcement
have irrevocably undertaken to: (i) vote or procure voting in favour of the
Scheme at the Court Meeting and in favour of the Resolutions 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.

·            Each of the AGA Directors who hold AGA Shares have
confirmed that they do not intend to elect for the Alternative Offer in
respect of any AGA Shares of which they are the registered and/or beneficial
holder, and that they instead will receive the Cash Consideration pursuant to
the terms of the Cash 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 paragraph 5 of this Announcement. 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
paragraphs 5 and 12 of this Announcement and their particular circumstances,
when deciding whether to elect for the Alternative Offer in respect of some or
all of their Scheme Shares.

·            Scheme Shareholders should also ascertain whether
acquiring or holding Rollover Shares is affected by the laws of the relevant
jurisdiction in which they reside and whether Rollover Shares are a suitable
investment in light of their own personal circumstances.

·            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
this Announcement, the Scheme Document (when published), and the New Fund
Information Memorandum and the New Fund Articles (in each case, when
available).

·            A shareholding in New Fund is a high-risk, illiquid
investment and Scheme Shareholders should elect for the Alternative Offer only
if they are prepared to: (i) lose their entire shareholding in New Fund; and
(ii) wait (possibly several years or indefinitely) to realise their
shareholding. New Fund Shareholders do not have protection against poor
performance of New Fund.

·            Further details of the Alternative Offer are set out
in paragraphs 5, 11 and 12 of this Announcement and in Appendix IV.

Background to and reasons for the recommendation

·            Notwithstanding early headwinds from a small number
of investments held across both the private equity and debt portfolio, AGA
delivered strong operating and share price performance between the period of
its IPO in 2015 through to 30 June 2021 with annualised NAV total return of
13.6 per cent. in line with target returns of 12-15 per cent, and annualised
share price total return of 13.6 per cent. During this period, AGA Shares
traded at an average discount to NAV of 12.7 per cent. and on occasion traded
at a modest premium to AGA's then prevailing NAV per share.

·            In more recent years, against the backdrop of a
weaker global economy, an enduring higher interest rate environment and
significant headwinds facing the wider investment company sector, AGA has
suffered from a number of challenges. Portfolio performance from the period
since 30 June 2021 to 30 June 2025, has delivered an annualised NAV total
return of -0.4 per cent., attributable in part to some underlying portfolio
company underperformance. In addition, delayed portfolio realisations have
hampered AGA's capital allocation policy.

·     Headwinds facing the investment company universe have resulted in
persistent selling pressure from investors and a shrinking universe of new
buyers. Together with persistent trading illiquidity these factors have led to
a substantial widening of AGA's discount to NAV to 49.0 per cent. at its
widest (on 9 April 2025), and an average discount of 27.4 per cent. since 30
June 2021.

·     In its March 2025 quarterly update, the AGA Board noted it was
concerned by the persistent discount and was evaluating potential options to
ensure that shareholders benefit from the intrinsic value of AGA's investment
portfolio. Jefferies was appointed by the AGA Board to solicit interest for
the purchase of some or all of AGA's private equity interests from potential
private equity secondaries investors (the "Secondaries Process"). The
Secondaries Process resulted in receipt of a number of asset-level non-binding
price indications for various interests.

·     Separately Apax Partners via an investment vehicle submitted a
proposal for the acquisition of the entire issued and to be issued ordinary
share capital of AGA, to be funded by equity from Ares Funds alongside new
third party debt (the "Bidco Proposal").

·     The AGA Board assessed the merits of the price indications received
from both the Secondaries Process and the Bidco Proposal and concluded that
the Bidco Proposal was in the best interests of shareholders as a whole given
it represents: (i) a proposal to acquire the entire issued and to be issued
ordinary share capital of AGA in cash, significantly reducing execution risk
relative to the Secondaries Process; (ii) an offer price that is substantially
in-line with the initial indications received from interested parties in the
Secondaries Process; (iii) an offer which enables AGA Shareholders to receive
their cash more expeditiously; (iv) an offer value which the AGA Board,
Jefferies and Winterflood, its financial advisers, believe represents fair
value, on a time value of money basis, relative to a managed wind down, which
would take considerable time to execute, carries significant uncertainty with
respect to timing and quantum of realisations and results in ongoing
operational costs; (v) a partial share alternative, which the AGA Board
believes is an important consideration for many AGA Shareholders, providing
the option to remain invested should any Eligible Scheme Shareholder wish to;
and (vi) an attractive offer price, representing:

o  a premium of 18.8 per cent. to the closing price per AGA Share of 138.6
pence on 18 July 2025 (being the last Business Day prior to the commencement
of the Offer Period);

o  a premium of 30.6 per cent. to the volume weighted average price per AGA
Share for the one-month period ended 18 July 2025 (being the last Business Day
prior to the commencement of the Offer Period);

o  a premium of 33.1 per cent. to the volume weighted average price per AGA
Share for the six-month period ended 18 July 2025 (being the last Business Day
prior to the commencement of the Offer Period); and

o  a discount of approximately 17.1 per cent. to AGA's preliminary unaudited
Q2 2025 NAV per AGA Share of €2.29,

in each case, where applicable, based on the Announcement Exchange Rate.

·     The AGA Board has discussed the challenges currently facing AGA and
the potential merits of the Bidco Proposal with a number of its larger
shareholders who have indicated their support for the Bidco Proposal.

·     Accordingly, following careful consideration of all the above
factors, the AGA Board unanimously recommends the Acquisition to AGA
Shareholders and believes that AGA Shareholders should vote in favour of the
Acquisition.

Irrevocable Undertakings and Letters of Intent

·            Bidco has received irrevocable undertakings from each
of the AGA Directors who hold AGA Shares to: (i) vote or procure votes in
favour of the Scheme at the Court Meeting and the Resolutions at the General
Meeting (or, in the event that the Acquisition is implemented by way of a
Takeover Offer, to accept or procure acceptance of such Takeover Offer); and
(ii) receive the Cash Consideration, in each case, in respect of all of the
Scheme Shares of which they are the registered or beneficial holder, amounting
to 192,136 AGA Shares, representing approximately 0.04 per cent. of the AGA
Shares in issue at close of business on the Latest Practicable Date.

·            Bidco has also received irrevocable undertakings from
each of the AGA Shareholders listed in Part B of Appendix III of this
Announcement to vote or procure votes in favour of the Scheme at the Court
Meeting and the Resolutions at the General Meeting (or, in the event that the
Acquisition is implemented by way of a Takeover Offer, to accept or procure
acceptance of such Takeover Offer), such irrevocable undertakings together
representing approximately 27.8 per cent. of the AGA Shares in issue at close
of business on the Latest Practicable Date. Certain of those AGA Shareholders
have also undertaken to elect for the Alternative Offer in respect of their
entire holding of Scheme Shares, representing approximately 6.8 per cent. of
the AGA Shares in issue at close of business on the Latest Practicable Date.

·            In addition to the irrevocable undertakings detailed
above, Bidco has also received letters of intent from the AGA Shareholders
listed in Part C of Appendix III of this Announcement to vote or procure votes
in favour of the Scheme at the Court Meeting and the Resolutions at the
General Meeting (or, in the event that the Acquisition is implemented by way
of a Takeover Offer, to accept or procure acceptance of such Takeover Offer)
in respect of their entire holding of Scheme Shares, such letters of intent
together representing approximately 7.0 per cent. of the AGA Shares in issue
at close of business on the Latest Practicable Date.

·            In total, therefore, Bidco has received irrevocable
undertakings and letters of intent, including those irrevocable undertakings
from each of the AGA Directors who hold AGA Shares to vote or procure votes in
favour of the Scheme at the Court Meeting and the Resolutions at the General
Meeting (or, in the event that the Acquisition is implemented by way of a
Takeover Offer, to accept or procure acceptance of such Takeover Offer) in
respect of, in aggregate, 168,217,674 AGA Shares, representing approximately
34.9 per cent. of AGA Shares in issue at close of business on the Latest
Practicable Date.

·            Bidco has received irrevocable undertakings to elect
for the Alternative Offer, in respect of, in aggregate, 32,693,011 AGA Shares,
representing approximately 6.8 per cent. of the AGA Shares in issue at close
of business on the Latest Practicable Date.

·            Further details of the irrevocable undertakings and
letters of intent are set out in Appendix III.

Information on Bidco and Apax

·            Bidco is a Guernsey limited company that was
established on 1 July 2025. Bidco was formed for the purposes of the
Acquisition and is an entity owned indirectly by an investment vehicle to be
advised by Apax and has not traded since its date of incorporation, nor has it
entered into any obligations other than in connection with the Acquisition.

·            Apax is a leading global private equity advisory
firm. For over 50 years, Apax has worked to inspire growth and ideas that
transform businesses. The firm has raised and advised funds with aggregate
commitments totalling nearly $80 billion ("Apax Funds"). The Apax Funds invest
in companies across three global sectors of Tech, Services, and
Internet/Consumer. The Apax Funds provide long-term equity financing to build
and strengthen world-class companies. AGA is a limited partner in a number of
the existing Apax Funds.

Information on AGA

·            AGA is a Guernsey registered closed-ended investment
company admitted to the Official List and to trading on the London Stock
Exchange's Main Market for listed securities. AGA is regulated by the GFSC.

·            AGA's objective is to provide shareholders with
capital appreciation from its investment portfolio and regular dividends.

·            AGA primarily makes private equity investments in
Apax Funds, and also has a portfolio of debt investments, derived from the
insights gained as a result of Apax's private equity activities.

·            Further information regarding AGA and its
publications are available on AGA's website at
https://www.apaxglobalalpha.com/ (https://www.apaxglobalalpha.com/) .

·            As of 18 July 2025 (being the last Business Day prior
to the publication of this Announcement), AGA had a market capitalisation of
£668.6 million.

·            AGA's preliminary unaudited NAV as at 30 June 2025 is
€2.29, equating to an estimated Q2 NAV Total Return per share of -3.9 per
cent. (1.7 per cent. constant currency).

·            The Scheme Document will contain a valuation report
on AGA's net asset value in accordance with Rule 29 of the Takeover Code.

Timetable and Conditions

·            It is intended that the Acquisition will be effected
by way of a Court-sanctioned scheme of arrangement under Part VIII of the
Companies Law.

·            The Acquisition will be put to Scheme Shareholders at
the Court Meeting and to AGA Shareholders at the General Meeting. In order to
become effective, the Scheme must be approved by a majority in number of the
Scheme Shareholders, present and voting and entitled to vote at the Court
Meeting, either in person or by proxy, representing at least 75 per cent. of
the votes cast at the Court Meeting. In addition, the Resolutions must be
passed by AGA Shareholders representing the requisite majority or majorities
at the General Meeting. The Scheme will also need to be sanctioned by the
Court before it can become effective and will become effective in accordance
with its terms upon the delivery to the Registrar of Companies of a copy of
the Court Order.

·            The Acquisition is subject to the Conditions and
further terms set out in Appendix I to this Announcement and the full terms
and conditions of the Acquisition which will be set out in the Scheme
Document. It is expected that, subject to the satisfaction (or, where
applicable, waiver) of the Conditions, the Scheme will become effective late
during the third quarter or early during the fourth quarter of 2025.

·            The Scheme Document, containing further information
about the Acquisition, including notices of the Court Meeting and the General
Meeting, together with the Forms of Proxy and the Form of Election, shall be
published as soon as practicable and, in any event within 28 days of this
Announcement (unless AGA and Bidco otherwise agree, and the Panel consents, to
a later date). The Court Meeting and the General Meeting are both expected to
be held in September 2025.

Commenting on the Acquisition, Karl Sternberg, the Chairman of AGA, said:

"Since inception, AGA has offered investors access to a diversified portfolio
of private companies in the technology, services and internet/consumer
sectors. The AGA Board has overseen the highest return of capital of any of
its listed private equity trust sector peers, primarily via an annual
dividend, amounting to €508 million in total, equivalent to 57 per cent. of
IPO NAV. However, like its peers in the listed private equity trust sector,
AGA has faced persistent challenges - a widening discount to NAV, persistent
selling from investors, a lack of a forthcoming re-rating and a reduction in
new buyers.

The AGA Board initiated a comprehensive review in July 2024 to explore all
options to address the discount to NAV, including the creation of a
distribution pool and significantly advancing an independent secondary buyout
process in recent months. The proposal from Apax for the acquisition of all of
AGA's share capital - a full cash offer at a substantial premium to share
price, with the option to retain exposure to the existing AGA portfolio in a
private fund via a rollover solution, represents the most beneficial outcome
for our shareholders. This offer presents a full liquidity solution for AGA
Shareholders, simplicity, minimal execution risk and competitive pricing
relative to other options available which the AGA Board firmly believes is the
best outcome for shareholders."

Commenting on the Acquisition, Salim Nathoo, a Partner of Apax, said:

"Persistent market volatility and the enduring structural discount in the
listed private equity sector has continued to weigh on AGA's share price,
despite the AGA Board's active efforts to close the valuation gap. Apax's
proposal crystallises full, certain value for AGA Shareholders today at a
compelling 36.5 per cent. premium to the three-month volume weighted average
price. It also gives shareholders who want to maintain exposure to AGA's
high-quality private equity portfolio the chance to roll their shares into a
new private vehicle where they can continue to benefit from potential future
upside and monetise their positions over time."

This summary should be read in conjunction with, and is subject to, the full
text of this Announcement including its Appendices.

The Acquisition shall be subject to the Conditions and further terms set out
in Appendix I to this Announcement and to the full terms and conditions which
shall be set out in the Scheme Document. Appendix II to this Announcement
contains the sources of information and bases of calculations of certain
information contained in this summary and this Announcement, Appendix III
contains a summary of the irrevocable undertakings and letters of intent
received in relation to this Acquisition, Appendix IV contains a summary of
the Rollover terms and Appendix V contains definitions of certain expressions
used in this summary and in this Announcement.

Enquiries:

 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
 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 (mailto:gaycollins@montfort.london)

 Michael Schutzer-Weissmann                                                     +44 (0) 7717 857 736

                                                                                jervois@montfort.london (mailto:jervois@monfort.london)

+44 (0) 7539 993 601

                                                                                schutzerweissmann@montfort.london (mailto:schutzerweissmann@montfort.london)

 

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

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

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

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

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.

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, 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.

No Offer or Solicitation

This Announcement is for information purposes only and is not intended to, and
does not, constitute or form part of, an offer to sell or otherwise dispose
of, or an invitation to purchase, or otherwise acquire or subscribe for, any
securities or the solicitation of an offer to buy any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to the
Acquisition or otherwise, nor shall there be any sale, issuance or transfer of
securities of AGA in any jurisdiction in contravention of applicable law or
regulation.

The Acquisition shall be made solely by means of the Scheme Document to be
published by AGA (or in the event that the Acquisition is to be implemented by
means of a Takeover Offer, the offer document) which shall contain the full
terms and conditions of the Acquisition, including details of how to vote in
respect of the Acquisition. Any vote in respect of the Scheme or other
response in relation to the Acquisition should be made only on the basis of
the information contained in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the offer document).

This Announcement has been prepared for the purpose of complying with English
law and Guernsey law and the Takeover Code and the information disclosed may
not be the same as that which would have been disclosed if this Announcement
had been prepared in accordance with the laws of jurisdictions outside the
United Kingdom or Guernsey.

AGA Shareholders should read the Scheme Document when it becomes available as
it will contain important information relating to the Acquisition.

This Announcement does not constitute a prospectus, prospectus equivalent
document or exempted document.

This Announcement contains inside information in relation to AGA for the
purposes of Article 7 of the Market Abuse Regulation. AGA's Legal Entity
Identifier is 21380031LQE8CU8NU843.

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 the FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.

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.
Further details in relation to Restricted Shareholders will be contained in
the Scheme Document.

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 will be 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 that may be included in the Scheme Document, or any other
documents relating to the Acquisition, has 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 also should be aware that the transactions contemplated herein will
have US tax consequences and that such consequences, if any, are not described
herein. 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
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 the Scheme Document 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 THE 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.

Right to switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Panel (where
necessary), and subject to the terms of the Co-Operation Agreement, to
implement the Acquisition by way of a Takeover Offer for the entire issued and
to be issued ordinary share capital of AGA (not already held by any member of
the Bidco Group) as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if Bidco so decides,
on such other terms being no less favourable (subject to appropriate
amendments), so far as applicable, as those which would apply to the Scheme
and subject to the amendment referred to in Appendix 1 to this Announcement.

Upon sufficient acceptances being received in respect of such Takeover Offer,
Bidco intends to exercise its rights to apply the provisions of section 337
and Part XVIII of the Companies Law so as to acquire compulsorily the
remaining AGA Shares in respect of which the Takeover Offer has not been
accepted.

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
(https://www.apaxglobalalpha.com/investor-centre/offer) by no later than 12
noon (London time) on 22 July 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 this Announcement by contacting
MUFG Corporate Markets (Guernsey) Limited at Mont Crevelt House, Bulwer
Avenue, St Sampson, Guernsey, Channel Islands, GY2 4LH, or on +44 (0) 871 664
0300 during business hours Monday to Friday (public holidays excepted). Calls
to this number from persons who are not resident in Guernsey are charged at
the applicable international rate. Calls from a mobile device may incur
network extras.

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.

Rule 2.9

In accordance with Rule 2.9 of the Takeover Code, AGA confirms that, as at the
date of this Announcement, it has 482,390,225 ordinary shares of no par value
in issue and admitted to trading on the London Stock Exchange's Main Market.
AGA has 8,710,543 shares held in treasury. The International Securities
Identification Number (ISIN) of the AGA Shares is GG00BWWYMV85.

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 the FSMA if you are a
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.

 

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

THIS ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS EXEMPT DOCUMENT AND SCHEME
SHAREHOLDERS SHOULD NOT MAKE ANY DECISION IN RELATION TO THE ALTERNATIVE OFFER
EXCEPT ON THE BASIS OF THE INFORMATION TO BE CONTAINED IN THE SCHEME DOCUMENT
WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE

FOR IMMEDIATE RELEASE

21 July 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

1.         Introduction

The boards of Bidco and AGA are pleased to announce that they have agreed the
terms of a recommended cash acquisition of the entire issued and to be issued
ordinary 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
("Ares").

The Acquisition is intended to be effected by means of a Court-sanctioned
scheme of arrangement under Part VIII of the Companies Law.

2.         The Acquisition

Cash Offer

Under the terms of the Acquisition, which shall be subject to the Conditions
and further terms set out in Appendix I to this Announcement and to the full
terms and conditions that will be set out in the Scheme Document, each Scheme
Shareholder shall be entitled to receive:

for each Scheme Share:                    €1.90 in cash
(the "Cash Offer")

The Cash Offer represents:

·            a premium of approximately 18.8 per cent. to the
closing price per AGA Share of 138.6 pence on 18 July 2025 (being the last
Business Day prior to the commencement of the Offer Period);

·            a premium of approximately 30.6 per cent. to the
volume weighted average price per AGA Share of 126.1 pence for the one-month
period ended 18 July 2025 (being the last Business Day prior to the
commencement of the Offer Period);

·            a premium of approximately 36.5 per cent. to the
volume weighted average price per AGA Share of 120.6 pence for the three-month
period ended 18 July 2025 (being the last Business Day prior to the
commencement of the Offer Period); and

·            a discount of approximately 17.1 per cent. to AGA's
preliminary unaudited Q2 2025 net asset value ("NAV") per AGA Share of
€2.29,

in each case, where applicable, based on the Announcement Exchange Rate.

The Cash Offer represents a price of £1.65 per Scheme Share, based on the
Announcement Exchange Rate, and values the entire issued and to be issued
ordinary share capital of AGA at approximately EUR 916.5 million
(approximately £794.5 million) on a fully diluted basis.

Bidco will procure that a facility will be made available under which Scheme
Shareholders will be able to elect (subject to the terms and conditions of the
facility) to receive the Cash Consideration in sterling (after deduction of
any transaction or dealing costs associated with the conversion) at the
applicable market exchange rate on the latest practicable date for fixing such
rate prior to the relevant payment date. Further details of this facility and
the process for election by Scheme Shareholders wishing to receive their Cash
Consideration in sterling will be set out in the Scheme Document.

A portion of the funds required for the Cash Offer will be made available to
Bidco through equity financing from Ares Funds, which will subscribe for New
Fund A2 Shares to fund (in part) the payment of the Cash Consideration to AGA
Shareholders. The remaining Cash Consideration will be satisfied through debt
financing as summarised in paragraph 13 below.

Alternative Offer

As an alternative to the Cash Offer, Eligible Scheme Shareholders (being those
Scheme Shareholders who are not Restricted Shareholders) may elect to
participate in an unlisted share alternative in respect of some or all of
their Scheme Shares (subject to the Minimum Rollover Percentage, the
implementation of the Rollover, any 'scale back' as a result of the Rollover
Offer Maximum, the terms summarised in Appendix IV and the full terms and
conditions that will be set out in the Scheme Document) (the "Alternative
Offer"). Restricted Shareholders may not elect to participate in the
Alternative Offer.

Each Eligible Scheme Shareholder may participate in the Alternative Offer in
respect of some or all of their Scheme Shares provided that they elect to
exchange 50 per cent. or more of their Scheme Shares for Rollover Shares (the
"Minimum Rollover Percentage").

The Alternative Offer will be open to acceptance in respect of Scheme Shares
which, in aggregate, represent up to a maximum of 40 per cent. of the issued
share capital of AGA (the "Rollover Offer Maximum"). In the event the Rollover
Offer Maximum is exceeded, those Eligible Scheme Shareholders who validly
elect to participate in the Alternative Offer would be issued Rollover Shares
on a scaled back pro-rata basis such that each Eligible Scheme Shareholder who
has validly elected to participate in the Alternative Offer shall receive
their Pro-Rata Percentage of the aggregate number of Rollover Shares to be
issued in connection with the Acquisition (with any fractions of Rollover
Shares resulting from such scaling back being rounded down to the nearest
whole number of Rollover Shares), and the remaining consideration due in
respect of the balance of the Scheme Shares (including any fraction of
Rollover Shares rounded down from any scale back) shall be satisfied in cash
at a value per Scheme Share equal to the Cash Offer. Eligible Scheme
Shareholders who validly elect to participate in the Alternative Offer will
receive, immediately following the implementation of the Rollover (see
Appendix IV for details of the Rollover steps):

for each Scheme Share:                    1 Rollover Share

Due to the leverage that is being utilised by the New Fund Group in connection
with the Acquisition, immediately following implementation of the Rollover the
Rollover Shareholders will hold a larger proportion of the economic returns
per share in Janus Topco Limited ("New Fund"), as compared to their current
shareholding in AGA. Following implementation of the Rollover, Ares Funds will
subscribe for New Fund A2 Shares (at the same subscription price per share as
Ares Funds paid in respect of their subscription for New Fund A2 Shares to
fund (in part) the payment of the Cash Consideration to AGA Shareholders) for
an aggregate subscription amount equal to: (i) the total costs and expenses
incurred and to be incurred by or on behalf of the New Fund Group and Ares
Funds in connection with the Acquisition; and (ii) the minimum cash amount
required to be funded to New Fund at or immediately following Completion in
order to manage New Fund's working capital requirements (both amounts net of
AGA's cash balance at that time) (the "Additional Funding Amount"), in each
case, to the extent such funding is deemed by New Fund in its absolute
discretion to be required for such purposes. The issuance of New Fund A2
Shares for the Additional Funding Amount will be implemented on a
non-pre-emptive basis, meaning that Rollover Shareholders will not be entitled
to participate and consequently the percentage holding of Rollover
Shareholders in New Fund will be diluted by such issuance. The Additional
Funding Amount is currently expected to be approximately EUR 24 million which
would result in a dilution for each Rollover Shareholder of 3.9 per cent. An
updated estimate will be included in the Scheme Document.

For illustrative purposes only and assuming no scale back due to aggregate
elections exceeding the Rollover Offer Maximum, if the Scheme becomes
effective in accordance with its terms and Eligible Scheme Shareholders
validly elect for the Alternative Offer in respect of a holding representing 1
per cent. of the AGA Shares, upon implementation of the Rollover, such
Eligible Scheme Shareholders will hold Rollover Shares representing 1.53 per
cent. of the economic rights in New Fund, reflecting the amended capital
structure of New Fund. The Post-Acquisition Issuance (as detailed in paragraph
11 of this Announcement) will then occur and have a dilutive impact on the
Rollover Shares, such that in this example, the 1.53 per cent. share of the
economic rights in New Fund will be reduced to 1.47 per cent. (on the basis of
the estimated Additional Funding Amount) following completion of the
Post-Acquisition Issuance. In this example, Ares would be issued New Fund A2
Shares representing in total 98.53 per cent. of the economic rights in New
Fund.

The Rollover Shares will be issued within 14 days of the Effective Date. The
terms and conditions of the Alternative Offer are set out in paragraph 11 of
this Announcement and a summary of the rights attaching to the Rollover Shares
is set out in Appendix IV to this Announcement. Certain advantages and
disadvantages of electing for the Alternative Offer are outlined in paragraph
5 of this Announcement. Further information about the Rollover Shares and the
Alternative Offer will be included in the Scheme Document.

Scheme Shareholders who do not validly elect for the Alternative Offer will
automatically receive the Cash Offer in respect of their entire holding of
Scheme Shares. Further details in relation to making an election for the
Alternative Offer will be contained in the Scheme Document.

An Eligible Scheme Shareholder is a Scheme Shareholder who is not a Restricted
Shareholder. A Restricted Shareholder is an AGA Shareholder who is, or who
Bidco reasonably believes to be: (i) a citizen, resident or national of any
Restricted Jurisdiction; (ii) a person to whom the offer or issue of shares in
New Fund may result in a significant risk of civil, regulatory or criminal
exposure for Bidco, New Fund or Apax (or any of their respective Affiliates);
or (iii) a person who does not satisfy the "know your customer", anti-money
laundering, sanctions checks and other compliance reviews required to be
undertaken by Bidco, New Fund or Apax (or any of their respective Affiliates)
pursuant to applicable law or regulation or their respective bona fide
internal compliance policies.

For the purposes of Rule 24.11 of the Takeover Code, J.P. Morgan Cazenove (as
financial adviser to Bidco) will provide an estimate of the value of a
Rollover Share, together with the assumptions, qualifications and caveats
forming the basis of its estimate of value, in a letter to be included in the
Scheme Document.

Dividends

If, on or after the date of this Announcement, any dividend, distribution
and/or other return of capital is declared, made or paid or becomes payable in
respect of the AGA Shares (in each case with a record date prior to the
Effective Date), Bidco reserves the right to reduce the consideration payable
under the Cash Offer by an amount equal to (and make a proportionate downward
adjustment to the consideration due under the Alternative Offer to reflect)
the amount of such dividend, distribution and/or return of capital. If Bidco
so chooses to reduce the consideration any reference in this Announcement to
the consideration payable under the Cash Offer (or under the Alternative
Offer) will automatically be deemed to be a reference to the consideration as
so reduced.

In such circumstances, AGA Shareholders would be entitled to receive and
retain any such dividend, distribution and/or return of capital.

Any adjustment of the Consideration shall be the subject of an announcement
and, for the avoidance of doubt, not be regarded as constituting any revision
or variation of the terms of the Acquisition or the Scheme.

To the extent that any such dividend, distribution and/or other return of
capital has been declared or is payable, and: (i) the relevant AGA Shares
entitled to receive such dividend, distribution or return of capital are or
shall be transferred pursuant to the Acquisition on a basis which entitles
Bidco to so receive and retain it; or (ii) such dividend, distribution and/or
other return of capital is cancelled, the consideration shall not be subject
to adjustment.

It is the intention of the AGA Board that AGA Shareholders will only be
entitled to receive and retain any future dividend usually announced, declared
or paid by AGA in the ordinary course and consistent with past practice of AGA
in the event the Effective Date has not occurred by the Long Stop Date and/or
the Scheme (or, in the event that the Acquisition is implemented by way of a
Takeover Offer, the Takeover Offer) lapses. For the avoidance of doubt, Bidco
will have the right to reduce the consideration under the Cash Offer and the
Alternative Offer by the amount of any such future dividend.

With immediate effect from the date of this Announcement, AGA will cease the
share buyback programme which AGA has been undertaking pursuant to a
non-discretionary arrangement with Jefferies International Limited
("Jefferies") as announced by AGA on 26 June 2024, initially approved by the
AGA Shareholders at AGA's annual general meeting held on 1 May 2024 and which
approval was subsequently renewed at AGA's annual general meeting held on 1
May 2025. The recommencement of the share buyback programme (or the
introduction of any new share buyback programme) will only be considered in
the event the Scheme (or, in the event that the Acquisition is implemented by
way of a Takeover Offer, the Takeover Offer) lapses. Any future recommencement
of the share buyback programme shall be the subject of an announcement.

3.         Background to and reasons for the Acquisition

Apax believes that AGA's portfolio of private equity funds provides access to
a range of high-quality companies, and that AGA offers a compelling long-term
investment opportunity. AGA's €1.1 billion portfolio currently spans 11
funds, diversified across fund vintages and three sectors, with no see-through
single asset exposure representing more than 5 per cent. of the portfolio. The
funds focus on investments in the upper mid-market and three sectors - tech,
services, and internet/consumer - that provide exposure to target-rich
sub-sectors where underlying business models are strong and less impacted by
current macro headwinds.

Apax has been closely following the performance of AGA, and has been impressed
by how the AGA Board has been proactively managing AGA's trading and the
actions undertaken to maximise shareholder returns and address the significant
discount to NAV. However, the limited liquidity and adverse macroeconomic
backdrop affecting AGA and the broader UK investment trust market and listed
private equity sector, have resulted in AGA's shares trading at a persistent
and significant discount of 30.3 per cent. to the preliminary unaudited Q2
2025 NAV as at the Latest Practicable Date and 27.4 per cent. on average since
30 June 2021, which Apax now believes is a structural component of the
alternative investment company market absent material changes in the
environment for public equity investment.

Much of this enduring discount reflects market reality, not underlying asset
quality. Apax believes that in the case of AGA, the liquidity issue has been
further exacerbated by the composition of AGA's shareholder base, with c. 42
per cent. of AGA's register made up of Apax alumni or current employees, who
are long term investors in AGA and do not trade frequently. Such lack of
liquidity has put further pressure on AGA's share price.

Recent FX volatility is providing an additional headwind for AGA.
Specifically, the recent weakening of the US dollar carries significant risk
in the performance of AGA's NAV, which is denominated in EUR, compared to 59
per cent. of AGA's invested private equity portfolio which is denominated in
USD.

As such, Apax believes that there can be no certainty or expectation that the
current discount to NAV can be materially reduced or for the AGA share price
to exceed the offer price under the Cash Offer in the medium-term given the
absence of any credible rerating catalysts. Furthermore, since the IPO in
2015, AGA's portfolio has evolved substantially, becoming more of a pure play
private equity company with less direct debt and equity positions, for which
it is expected that a private company could more effectively maximise the
value of the portfolio.

Consequently, Apax believes that AGA will achieve greater success in the
long-term as a private vehicle, which would maintain and increase exposure to
AGA's portfolio and strategy, by continuing to invest in private equity funds
that are part of AGA's current portfolio as well as future vintages of Apax
Funds.

Apax believes that the Cash Offer provides certainty, in offering AGA
Shareholders who want to achieve immediate liquidity with an opportunity to
exit their investment in full at a material premium to AGA Share price as at
the Latest Practicable Date.

In addition, Apax believes that the Alternative Offer provides Eligible Scheme
Shareholders with an option to continue investing in the private equity
portfolio of current and future Apax Funds, and monetise their positions over
time through the liquidity mechanisms offered under the Alternative Offer.
Apax believes that electing for the Alternative Offer will allow Eligible
Scheme Shareholders to retain exposure to a high quality set of assets that
they would not be otherwise able to access, and benefit from enhanced returns
from the optimised capital structure of New Fund.

4.         AGA 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 confirm they intend to recommend unanimously that Scheme
Shareholders vote in favour of the Scheme at the Court Meeting and that AGA
Shareholders vote in favour of the Resolutions 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 at the date
of this Announcement have irrevocably undertaken to: (i) vote or procure
voting in favour of the Scheme at the Court Meeting and in favour of the
Resolutions 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.

Each of the AGA Directors who hold AGA Shares have confirmed that they do not
intend to elect for the Alternative Offer in respect of any AGA Shares of
which they are the registered and/or beneficial holder, and that they instead
will receive the Cash Consideration pursuant to the terms of the Cash 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
paragraph 5 of this Announcement. 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 paragraphs 5 and 12 of
this Announcement and their particular circumstances, when deciding whether to
elect for the Alternative Offer in respect of some or all of their Scheme
Shares.

Scheme Shareholders should also ascertain whether acquiring or holding
Rollover Shares is affected by the laws of the relevant jurisdiction in which
they reside and whether Rollover Shares are a suitable investment in light of
their own personal circumstances.

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 this
Announcement, the Scheme Document (when published), and the New Fund
Information Memorandum and the New Fund Articles (in each case, when
available).

A shareholding in New Fund is a high-risk, illiquid investment and Scheme
Shareholders should elect for the Alternative Offer only if they are prepared
to: (i) lose their entire shareholding in New Fund; and (ii) wait (possibly
several years or indefinitely) to realise their shareholding. New Fund
Shareholders do not have protection against poor performance of New Fund.

Further details of the Alternative Offer are set out in paragraphs 5, 11 and
12 of this Announcement and in Appendix IV.

5.         Key advantages and disadvantages in relation to the
Alternative Offer

A shareholding in New Fund is a high-risk, illiquid investment and Scheme
Shareholders should elect for the Alternative Offer only if they are prepared
to: (i) lose their entire shareholding in New Fund; and (ii) wait (possibly
several years or indefinitely) to realise their shareholding. New Fund
Shareholders do not have protection against poor performance.

Advantages of electing for the Alternative Offer

·     The Alternative Offer allows Eligible Scheme Shareholders to remain
indirectly invested in AGA under private ownership, providing continued
(indirect) economic exposure to AGA without the associated costs of being a
public company. The Alternative Offer allows Eligible Scheme Shareholders to
benefit from potentially increased exposure to the value of AGA's underlying
assets and investments (through an increase in their ownership in New Fund
compared to their holding in AGA, assuming election of the Alternative Offer
in respect of their entire holding in AGA and no scale back arising from
elections exceeding the Rollover Offer Maximum) by virtue of the effect of the
leverage utilised by Bidco in connection with the Acquisition. New Fund will
continue to invest in Apax Funds which hold a diversified portfolio of
high-quality companies across the technology, services, and internet and
consumer industries.

·     The Alternative Offer allows Scheme Shareholders to participate in
potential future value creation which might, on a sale or redemption of the
Rollover Shares, have the potential ultimately to deliver greater value than
the Cash Offer (although this cannot be guaranteed and is subject to, amongst
other factors, the risk factors set out at paragraph 12 of this Announcement).

·     From Completion, the Rollover Shares will rank economically pari
passu with the New Fund A2 Shares held by and issued to Ares Funds in
connection with the Acquisition in respect of the right to receive and retain
any distributions, dividends and/or other returns of income or capital made by
New Fund (other than in respect of certain exceptions in connection with a
Voluntary Redemption Election or for Run-Off Interests, as further described
in paragraph 4 of Appendix IV to this Announcement).

·     New Fund has certain liquidity and redemption mechanisms which may,
subject to their terms and conditions, provide Rollover Shareholders the
ability to realise over time their shareholdings in New Fund. Such
realisations may be at a lower discount to NAV than the Offer Price
represents; however, there is no guarantee of any such redemption.

Disadvantages of electing for the Alternative Offer

·     The Rollover Shares will be unlisted and will not be admitted to
trading on any stock exchange and will therefore be illiquid. Any assessment
of the value of the Rollover Shares should therefore take into account an
individual shareholder's assessment of an appropriate liquidity discount.

·     The Rollover Shares will at all times be of uncertain value and
there can be no assurance that they will be capable of being sold in the
future or that they will be capable of being sold at the value range to be
estimated by J.P. Morgan Cazenove in the Scheme Document, particularly in
light of the following bullet point.

·     The Rollover Shares will be non-transferable except with the prior
consent of the New Fund Board.

·     The Rollover Shares will not receive notice of, attend or vote at
general meetings of New Fund and will have limited minority protections
prescribed by Guernsey law (including in relation to a variation of their
class rights). Therefore, the Rollover Shareholders will have no material
influence over decisions made by the New Fund Group, including in relation to
its investment in AGA, in any other business or in relation to any member of
the New Fund Group's (or AGA Group's) strategy. The Rollover Shareholders will
not have any voting rights other than in respect of a limited prescribed list
of New Fund Shareholder Consent and Rollover Shareholder Consent matters
(being those matters set out in paragraph 4 of Appendix IV to this
Announcement). On and from the issuance of the New Fund A2 Shares and Rollover
Shares, the Ares Funds will hold a majority of the voting rights and have the
ability to pass New Fund Shareholder Consent matters unilaterally.

·     Only the New Fund A1 Shares will carry the right to appoint
directors to the New Fund Board, which as at the Effective Date shall comprise
three directors appointed by Apax Holdco other than in the limited
circumstance of a cause event occurring with respect to New Fund in which case
replacement directors of the Board may be appointed pursuant to a New Fund
Shareholder Consent.

·     Apax intends that the costs and expenses incurred and to be
incurred by or on behalf of the New Fund Group and Ares Funds in connection
with the Acquisition and the minimum cash amount required to be funded to New
Fund at or immediately following Completion in order to manage New Fund's
working capital requirements will be borne by the New Fund Group. In order to
fund such costs and the minimum cash balance of the New Fund Group, Ares Funds
will subscribe for New Fund A2 Shares equal to the Additional Funding Amount,
meaning that the economic entitlement of the Rollover Shares will be diluted
following the Effective Date upon the completion of the Post-Acquisition
Issuance.

·     The right of Rollover Shareholders to participate in future issues
of New Fund Shares will apply in limited circumstances and on a catch-up basis
only, i.e. Rollover Shareholders will only be given the opportunity to
subscribe for their pro rata entitlements to securities in New Fund following
completion of a related issue of securities to other persons. The catch-up
right afforded to Rollover Shareholders may in certain limited circumstances
be waived by a New Fund Shareholder Consent. Any securities issued by members
of the New Fund Group in the future may have different (including,
potentially, preferential) rights or characteristics to the Rollover Shares.
Such events may result in the economic entitlements of Rollover Shareholders
suffering significant dilution.

·     In relation to those issues of New Fund Shares in which Rollover
Shareholders are entitled to participate, if Rollover Shareholders wish to
avoid their percentage interest in New Fund being reduced by any such issue,
they will need to invest further cash sums in New Fund. Therefore, the
percentage ownership of New Fund attributable to any Rollover Shareholder
could be reduced, potentially significantly, if such Rollover Shareholder does
not take the necessary action, including the payment of any amounts due, to
accept their entitlements to New Fund Shares pursuant to any catch-up issue of
securities by any member of the New Fund Group in the period following the
Effective Date.

·     The price of and valuation methodology in relation to further
issues of New Fund securities is not currently known and may be different to
the value range per Rollover Share to be estimated by J.P. Morgan Cazenove in
the Scheme Document.

·     The value of the Rollover Shares will depend on the future
performance of the AGA business under New Fund ownership. This remains
uncertain and could result in the amount received on any redemption or future
transfer of Rollover Shares being more or less than the Cash Consideration
payable to AGA Shareholders under the Cash Offer. There can be no certainty or
guarantee as to the performance of the New Fund Group following the Effective
Date. Past performance cannot be relied upon as an indication of future
performance.

·     Apax intends that any reasonable, properly incurred costs in
connection with any redemption or sale of Rollover Shares, or other return of
proceeds in the future, may be borne by the New Fund Group and/or New Fund
Shareholders, including the Rollover Shareholders. Such costs may therefore
result, directly or indirectly, in a pro rata reduction in the value of the
investment made by the holders of the Rollover Shares in the New Fund Group.

·     The redemption of Rollover Shares by way of voluntary redemption or
the receipt of proceeds by way of Run-Off Election is not guaranteed and may
not be achieved due to insufficient funds in New Fund.

·     Depending on the tax laws of the jurisdiction in which Rollover
Shareholders are resident for tax purposes, Rollover Shareholders may be
subject to tax in respect of or in connection with the Rollover (and may not
be able to defer or "roll over" any such tax until the time that the Rollover
Shareholders dispose of their Rollover Shares) ("Transaction-Related Tax"). To
the extent that Rollover Shareholders suffer a Transaction-Related Tax, they
will be provided with the opportunity to submit a request to the New Fund
Board to redeem such portion of their Rollover Shares (at a redemption price
equal to the NAV of New Fund attributable to the relevant shares) as will
result in a cash amount payable to the relevant Rollover Shareholder as is
equal to the relevant Transaction-Related Tax that is payable or suffered by
the relevant Rollover Shareholder ("Tax-Related Redemptions Request"). All
Tax-Related Redemptions Requests will be subject to: (i) the New Fund Board
being satisfied, in its reasonable discretion, that it has been provided with
sufficient evidence that, among other things, the relevant Rollover
Shareholder has incurred or suffered, or will incur or suffer,
Transaction-Related Tax; and (ii) an aggregate cap of USD $25,000,000, such
that if the aggregate redemption price of all approved Tax-Related Redemptions
Requests exceeds USD $25,000,000, all approved Tax-Related Redemptions
Requests will be scaled back pro rata (a "Pro-Rata Scale Back"). Rollover
Shareholders will therefore be required to fund all or part of the cost of any
Transaction-Related Tax to the extent that their Tax-Related Redemptions
Request: (i) is not approved by the New Fund Board on the grounds that it
lacks sufficient evidence; or (ii) is subject to a Pro-Rata Scale Back.

·     The New Fund Information Memorandum will provide Rollover
Shareholders with very limited information rights: New Fund will prepare and
distribute its audited annual report and quarterly reports. Rollover
Shareholders shall otherwise have no information rights, other than the very
limited rights available to them under the Companies Law or as the New Fund
Board deems appropriate.

·     Certain consent rights under the New Fund Information Memorandum
and the New Fund Articles are exercisable by the holder(s) of a majority of
the Rollover Shares. These consent rights relate to any decision which would
have a material adverse effect on the interests of the Rollover Shareholders
as a whole that is materially disproportionate to the effect on the other
classes of shareholder in New Fund. Depending on the number of Eligible Scheme
Shareholders who elect for the Alternative Offer and in what proportions, it
is possible that such consent may in practice be capable of being given by one
or a small number of Rollover Shareholders who hold a majority of the Rollover
Shares, and in addition, there are mechanics whereby if a majority of the
Rollover Shareholders do not vote (either positively or negatively) in
relation to a matter, then such consent may be deemed to have been obtained.

·     The precise numbers of securities that may be issued by New Fund
from time to time cannot be ascertained at the date of this Announcement and
will depend on a variety of factors including those described above.

·     The AGA Shares are currently admitted to trading on the Main Market
of the London Stock Exchange. Certain standards and protections afforded to
shareholders in a company admitted to trading on the Main Market of the London
Stock Exchange will be substantially different to a shareholding in an
unlisted private company which a Scheme Shareholder would receive as a result
of electing for the Alternative Offer.

Further details on New Fund and the principal rights of the Rollover Shares
are set out in Appendix IV to this Announcement and will be summarised in the
Scheme Document. As set out at paragraph 19, copies of the key documents in
respect of the Acquisition, including the Alternative Offer, as required by
Rule 26 of the Takeover Code will be published on AGA's website at
(https://www.apaxglobalalpha.com/investor-centre/offer)
https://www.apaxglobalalpha.com/investor-centre/offer
(https://www.apaxglobalalpha.com/investor-centre/offer) , subject to certain
restrictions relating to Restricted Shareholders, by no later than noon on the
Business Day following the date of this Announcement until the end of the
Offer Period.

6.         Background to and reasons for the recommendation

AGA was launched as a listed investment company in 2015 to provide investors
with direct exposure to a portfolio of high-quality private companies which
they could not ordinarily invest in, the majority of which were acquired in
control buyout transactions by the Apax Funds, a leading global private equity
advisory firm. In addition, AGA held investments in debt and equity positions,
the majority of which were opportunities derived from Apax's private equity
activity. AGA was structured to enable investors to benefit from the
attractive returns expected from the Apax Funds across different vintages and
associated opportunities without the constraints typically associated with
being a limited partner to a private equity fund, such as limited ability to
increase or reduce exposure to the funds and significant minimum investment
thresholds, while providing the benefit of daily secondary market liquidity.

Notwithstanding early headwinds from a small number of investments held across
both the private equity and debt portfolio, AGA delivered strong operating and
share price performance between the period of its IPO in 2015 through to 2021,
prior to the onset of high inflation and commensurate interest rate rises
evidenced across the global economy. During this initial period from IPO until
30 June 2021, AGA delivered:

·     annualised NAV total return of 13.6 per cent. in line with target
returns of 12-15 per cent;

·     annualised share price total return of 13.6 per cent.; and

·     a share price which traded at an average discount to NAV of 12.7
per cent and on occasion traded at a modest premium to its then prevailing NAV
per share.

In more recent years, against the backdrop of a weaker global economy, an
enduring higher interest rate environment and significant headwinds facing the
wider investment company sector, AGA has suffered from a number of challenges
including, but not limited to, the following:

·     weaker portfolio performance representing:

o  from the period since 30 June 2021 to 30 June 2025, has delivered an
annualised NAV total return of -0.4 per cent., attributable in part to the
performance of listed holdings held through the private equity funds and some
underlying portfolio company underperformance; and

o  a reduction in annualised NAV returns since inception to 30 June 2025 to
8.1 per cent. relative to the annualised target of 12 - 15 per cent.;

·     delayed portfolio realisations have hampered AGA's capital
allocation policy;

·     substantial widening of AGA's discount to NAV to 49.0 per cent. at
its widest (on 9 April 2025), and an average discount of 27.4 per cent. since
30 June 2021;

·     persistent selling pressure from investors and a shrinking universe
of new buyers;

·     weak share price performance, which since 30 June 2021 to the
Latest Practicable Date has resulted in an annualised share price total return
of -1.5 per cent.; and

·     persistent trading illiquidity, exacerbated by a relatively high
proportion of Apax alumni and current employees who are long-term investors
and therefore trade infrequently.

In the current market environment, the AGA Board believes that it is extremely
challenging to address these challenges, further perpetuating potential
investors' lack of interest to invest in AGA in its current structure.

In June 2024, the AGA Board announced a new capital allocation framework
including the creation of a distribution pool which earmarked excess funds for
share buybacks, while maintaining a high dividend payout policy to protect
AGA's status as the highest dividend paying company in the listed private
equity sector.

Notwithstanding these changes, AGA's discount to NAV failed to narrow
materially with sector peers also continuing to trade at a significant
discount to NAV. On 30 June 2021, the average discount to NAV of the listed
private equity peer group was 17.0 per cent., relative to the current average
as at the Latest Practicable Date, with a discount that stands at 31.7 per
cent. with no funds in the peer group currently trading at a premium to their
NAV.

In its March 2025 quarterly update, the AGA Board noted it was concerned by
the persistent discount and was evaluating potential options to ensure that
shareholders benefit from the intrinsic value of AGA's investment portfolio.
Jefferies was appointed by the AGA Board to solicit interest for the purchase
of some or all of AGA's private equity interests from potential private equity
secondaries investors (the "Secondaries Process"). The Secondaries Process
resulted in receipt of a number of asset-level non-binding price indications
for various interests.

Separately, Apax via an investment vehicle submitted a proposal for the
acquisition of the entire issued and to be issued ordinary share capital of
AGA, to be funded by equity from Ares Funds alongside new third party debt
(the "Bidco Proposal").

The AGA Board assessed the merits of the price indications received from both
the Secondaries Process and the Bidco Proposal and concluded that the Bidco
Proposal was in the best interests of shareholders as a whole given it
represents:

·     a proposal to acquire the entire issued and to be issued ordinary
share capital of AGA in cash, significantly reducing execution risk relative
to the Secondaries Process;

·     an offer price that is substantially in-line with the initial
indications received from interested parties in the Secondaries Process;

·     an offer which enables AGA Shareholders to receive their cash more
expeditiously;

·     an offer value which the AGA Board, Jefferies and Winterflood, its
financial advisers, believe represents fair value, on a time value of money
basis, relative to a managed wind down, which would take considerable time to
execute, carries significant uncertainty with respect to timing and quantum of
realisations and results in ongoing operational costs;

·     a partial share alternative, which the AGA Board believes is an
important consideration for many AGA Shareholders, providing the option to
remain invested should any Eligible Scheme Shareholder wish to;

·     an attractive offer price, representing:

o  a premium of 18.8 per cent. to the closing price per AGA Share of 138.6
pence on 18 July 2025 (being the last Business Day prior to the commencement
of the Offer Period);

o  a premium of 30.6 per cent. to the volume weighted average price per AGA
Share for the one-month period ended 18 July 2025 (being the last Business Day
prior to the commencement of the Offer Period);

o  a premium of 33.1 per cent. to the volume weighted average price per AGA
Share for the six-month period ended 18 July 2025 (being the last Business Day
prior to the commencement of the Offer Period); and

o  a discount of approximately 17.1 per cent. to AGA's preliminary unaudited
Q2 2025 NAV per AGA Share of €2.29,

in each case, where applicable, based on the Announcement Exchange Rate.

The AGA Board has discussed the challenges currently facing AGA and the
potential merits of the Bidco Proposal with a number of its larger
shareholders who have indicated their support for the Bidco Proposal.

Accordingly, following careful consideration of all the above factors, the AGA
Board unanimously recommends the Acquisition to AGA Shareholders and believes
that AGA Shareholders should vote in favour of the Acquisition.

7.         Irrevocable Undertakings and Letters of Intent

Bidco has received irrevocable undertakings from each of the AGA Directors who
hold AGA Shares to: (i) vote or procure votes in favour of the Scheme at the
Court Meeting and the Resolutions at the General Meeting (or, in the event
that the Acquisition is implemented by way of a Takeover Offer, to accept or
procure acceptance of such Takeover Offer); and (ii) receive the Cash
Consideration, in each case, in respect of all of the Scheme Shares of which
they are the registered or beneficial holder, amounting to 192,136 AGA Shares,
representing approximately 0.04 per cent. of the AGA Shares in issue at close
of business on the Latest Practicable Date.

Bidco has also received irrevocable undertakings from each of the AGA
Shareholders listed in Part B of Appendix III of this Announcement to vote or
procure votes in favour of the Scheme at the Court Meeting and the Resolutions
at the General Meeting (or, in the event that the Acquisition is implemented
by way of a Takeover Offer, to accept or procure acceptance of such Takeover
Offer), such irrevocable undertakings together representing approximately 27.8
per cent. of the AGA Shares in issue at close of business on the Latest
Practicable Date. Certain of those AGA Shareholders have also undertaken to
elect for the Alternative Offer in respect of their entire holding of Scheme
Shares, representing approximately 6.8 per cent. of the AGA Shares in issue at
close of business on the Latest Practicable Date.

In addition to the irrevocable undertakings detailed above, Bidco has also
received letters of intent from the AGA Shareholders listed in Part C of
Appendix III of this Announcement to vote or procure votes in favour of the
Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in
the event that the Acquisition is implemented by way of a Takeover Offer, to
accept or procure acceptance of such Takeover Offer) in respect of their
entire holding of Scheme Shares, such letters of intent together representing
approximately 7.0 per cent. of the AGA Shares in issue at close of business on
the Latest Practicable Date.

In total, therefore, Bidco has received irrevocable undertakings and letters
of intent, including those irrevocable undertakings from each of the AGA
Directors who hold AGA Shares to vote or procure votes in favour of the Scheme
at the Court Meeting and the Resolutions at the General Meeting (or, in the
event that the Acquisition is implemented by way of a Takeover Offer, to
accept or procure acceptance of such Takeover Offer) in respect of, in
aggregate, 168,217,674 AGA Shares, representing approximately 34.9 per cent.
of AGA Shares in issue at close of business on the Latest Practicable Date.

Bidco has received irrevocable undertakings to elect for the Alternative
Offer, in respect of, in aggregate, 32,693,011 AGA Shares, representing
approximately 6.8 per cent. of the AGA Shares in issue at close of business on
the Latest Practicable Date.

Further details of the irrevocable undertakings and letters of intent are set
out in Appendix III.

8.         Information on Bidco and Apax

Bidco is a Guernsey limited company that was established on 1 July 2025. Bidco
was formed for the purposes of the Acquisition and is an entity owned
indirectly by an investment vehicle to be advised by Apax and has not traded
since its date of incorporation, nor has it entered into any obligations other
than in connection with the Acquisition.

Apax is a leading global private equity advisory firm. For over 50 years, Apax
has worked to inspire growth and ideas that transform businesses. The firm has
raised and advised funds with aggregate commitments totalling nearly $80
billion ("Apax Funds"). The Apax Funds invest in companies across three global
sectors of Tech, Services, and Internet/Consumer. The Apax Funds provide
long-term equity financing to build and strengthen world-class companies. AGA
is a limited partner in a number of the existing Apax Funds.

9.         Information on AGA

AGA is a Guernsey registered closed-ended investment company admitted to the
Official List and to trading on the London Stock Exchange's Main Market for
listed securities. AGA is regulated by the GFSC.

AGA's objective is to provide shareholders with capital appreciation from its
investment portfolio and regular dividends.

AGA primarily makes private equity investments in Apax Funds, and also has a
portfolio of debt investments, derived from the insights gained as a result of
Apax's private equity activities.

Further information regarding AGA and its publications are available on AGA's
website at https://www.apaxglobalalpha.com/ (https://www.apaxglobalalpha.com/)
.

As of 18 July 2025 (being the last Business Day prior to the publication of
this Announcement), AGA had a market capitalisation of £668.6 million.

AGA's preliminary unaudited NAV as at 30 June 2025 is €2.29, equating to an
estimated Q2 NAV Total Return per share of -3.9 per cent. (1.7 per cent.
constant currency).

The Scheme Document will contain a valuation report on AGA's net asset value
in accordance with Rule 29 of the Takeover Code.

10.       Directors, management, employees, pensions, research and
development and locations

Bidco's strategic plans for AGA

Under its current structure, AGA engages the Investment Manager to manage its
investment portfolio on a discretionary basis pursuant to the Investment
Management Agreement. In connection with this engagement, the Investment
Manager receives investment advice from Apax pursuant to the Investment
Advisory Agreement.

Following Completion, the Investment Management Agreement and the Investment
Advisory Agreement will be terminated and management of AGA and its
investments will be conducted at the New Fund level. There will be no
termination fee payable under either the Investment Management Agreement or
the Investment Advisory Agreement in these circumstances. New Fund will be
managed internally by the New Fund Board in accordance with the New Fund
Information Memorandum and the New Fund Articles and advised by Apax under a
new investment advisory agreement.

Following Completion, New Fund will manage AGA's portfolio of investments with
the objective of maximising long-term returns for shareholders of New Fund. In
connection with this objective and subject to the terms of the New Fund
Information Memorandum and the New Fund Articles, New Fund will, inter alia:

·            manage AGA's existing investments in Apax Funds;

·            make new commitments to Apax Funds;

·            seek to realise AGA's direct credit investments over
time to leave a private equity-focused investment portfolio;

·            acquire and dispose of investments in the ordinary
course of its business, including via secondary transactions of all or part of
AGA's investments in Apax Funds from time to time; and

·            manage the liquidity of New Fund through
distributions from AGA's investments, debt facilities and working capital in a
manner which, subject to prudent reserves, enables New Fund to fund ongoing
capital calls in relation to AGA's investments and provide distributions
and/or redemptions to New Fund shareholders.

Employees and management; existing rights and pensions; management incentive
arrangements

As an externally managed investment trust, AGA does not have any executive
directors, management or employees of its own and therefore does not operate
any pension scheme, nor does it have any arrangements in place for any
employee involvement in its capital.

It is intended that each of the members of the AGA Board shall resign from his
or her office as a director of AGA on the Effective Date.

The Acquisition is not expected to impact the overall headcount of the
Investment Manager. The Investment Manager provides services to several funds
and will continue to do so post-Acquisition. It retains an experienced board
to discharge its services but has no employees as it utilises service
providers to augment its corporate requirements. Therefore, the Acquisition
will not impact the employees of the Investment Manager.

Bidco has not entered into, and has not discussed, any form of incentivisation
arrangements for any employee involvement in its capital. In respect of the
Alternative Offer, certain Rollover Shareholders that are Apax executives have
voluntarily agreed to not exercise certain rights as Rollover Shareholders on
and from the Effective Date (as described in Part B of Appendix III of this
Announcement).

Other than as set out above, Bidco does not currently have any intentions that
would result in any change to the balance of skills and functions required to
operate the business.

Headquarters, locations, fixed assets and research and development

AGA has its registered office at PO Box 656, East Wing, Trafalgar Court, Les
Banques, St Peter Port, Guernsey GY1 3PP, Channel Islands and has no fixed
place of business, fixed assets, research and development function or
headquarters and Bidco has no plans in this regard.

Trading Facilities

AGA Shares are currently admitted to the Official List and to trading on the
London Stock Exchange's Main Market. It is intended that applications will be
made to the London Stock Exchange to cancel trading of AGA Shares on the
London Stock Exchange's Main Market, and to the FCA to cancel the listing of
AGA Shares on the Official List, in each case with effect from, or shortly
following, the Effective Date.

None of the statements in this paragraph 10 are "post-offer undertakings" for
the purposes of Rule 19.5 of the Takeover Code.

11.       The Alternative Offer, the Rollover, the Rollover Shares and
the Post-Acquisition Issuance

The Alternative Offer

As an alternative to the Cash Offer, Eligible Scheme Shareholders may elect to
exchange some or all of their Scheme Shares for Rollover Shares (subject to
the Minimum Rollover Percentage, the implementation of the Rollover, any
'scale back' as a result of the Rollover Offer Maximum, the terms summarised
in Appendix IV and the full terms and conditions that will be set out in the
Scheme Document).

Each Eligible Scheme Shareholder may participate in the Alternative Offer in
respect of some or all of their Scheme Shares provided that an Eligible Scheme
Shareholder elects to exchange the Minimum Rollover Percentage.

Eligible Scheme Shareholders that validly elect to participate in the
Alternative Offer in respect of some or all of their Scheme Shares will
receive: (i) their Rollover Shares pursuant to the Rollover; and (ii) if
applicable, as a result of a partial election for the Alternative Offer, the
Cash Consideration payable under the Cash Offer in respect of such Eligible
Scheme Shareholders' remaining holding of Scheme Shares not exchanged pursuant
to the Alternative Offer (provided that their election for the Alternative
Offer is for at least the Minimum Rollover Percentage and subject to the
Rollover Offer Maximum).

Elections for the Alternative Offer shall be available up to the Rollover
Offer Maximum. To the extent that elections for the Alternative Offer exceed
the Rollover Offer Maximum, all Eligible Scheme Shareholders electing to
receive the Alternative Offer will be scaled back in respect of the elections
made. In these circumstances, the number of Rollover Shares to be issued to
each Eligible Scheme Shareholder who has elected for the Alternative Offer in
respect of some or all of their Scheme Shares shall be reduced on a pro-rata
basis based on elections made, and the remaining consideration due in respect
of the balance of the Scheme Shares shall be satisfied in cash at a value per
Scheme Share equal to the Cash Offer (with any fractions of Rollover Shares
resulting from such scaling being rounded down to the nearest whole number of
Rollover Shares).

The Alternative Offer will not be made, and the Rollover Shares will not be
offered, sold or delivered, directly or indirectly, to any Restricted
Shareholders. Further details in relation to Restricted Shareholders will be
contained in the Scheme Document.

The Rollover and the Rollover Shares

Eligible Scheme Shareholders that validly elect to exchange some or all of
their Scheme Shares for Rollover Shares will receive ordinary shares issued by
Bidco which will ultimately be exchanged for B ordinary shares in the capital
of New Fund (the "Rollover Shares") subject to the terms of the Alternative
Offer (the "Rollover").

For illustrative purposes only and assuming no scale back, if the Scheme
becomes effective in accordance with its terms and Eligible Scheme
Shareholders validly elect for the Alternative Offer in respect of a holding
representing 1 per cent. of the AGA Shares, upon implementation of the
Rollover, such Eligible Scheme Shareholders will hold Rollover Shares
representing 1.53 per cent. of the economic rights in New Fund, reflecting the
amended capital structure of New Fund. The Post-Acquisition Issuance (as
summarised below) will then occur and have a dilutive impact on the Rollover
Shares, such that in this example, the 1.53 per cent. share of the economic
rights in New Fund will be reduced to 1.47 per cent. (on the basis of the
estimated Additional Funding Amount) following completion of the
Post-Acquisition Issuance. In this example, Ares would be issued New Fund A2
Shares representing in total 98.53 per cent. of the economic rights in New
Fund.

As an overview, the Rollover Shares will be subject to the following terms and
conditions:

·     the Rollover Shares will be unlisted;

·     the Rollover Shares will hold no voting rights in New Fund (except
in very limited circumstances where required pursuant to the Companies Law and
in respect of a prescribed list of New Fund Shareholder Consent and Rollover
Shareholder Consent matters (being those matters set out in paragraph 4 of
Appendix IV to this Announcement)). On and from the issuance of the New Fund
A2 Shares and Rollover Shares, the Ares Funds will hold a majority of the
voting rights and have the ability to pass New Fund Shareholder Consent
matters unilaterally;

·     each Rollover Share shall entitle its holder to receive, on a
pro-rata basis with the New Fund A2 Shares, any distribution, dividend and/or
return of proceeds declared, made or paid by New Fund and the Rollover Shares
shall rank pari passu in respect of any such distributions, dividends or
returns of income or capital by New Fund (other than in respect of certain
exceptions including in connection with a Voluntary Redemption Election or for
Run-Off Interests, as further described in paragraph 4 of Appendix IV to this
Announcement); and

·     the Rollover Shares will not be transferable except with the prior
written consent of the New Fund Board.

Such terms and conditions, including no voting rights, are customary for
private alternative investment funds like New Fund.

A shareholding in New Fund is a high-risk, illiquid investment and Scheme
Shareholders should elect for the Alternative Offer only if they are prepared
to: (i) lose their entire shareholding in New Fund; and (ii) wait (possibly
several years or indefinitely) to realise their shareholding. New Fund
Shareholders do not have protection against poor performance of New Fund.

In addition, AGA Shareholders should note that additional shares, loan notes
or other securities may be issued by New Fund or its subsidiaries from time to
time following the Effective Date and that Rollover Shareholders will not
always be entitled to participate in any such issue, such that the percentage
interests of Rollover Shareholder in New Fund may be diluted over time,
potentially significantly.

The current share capital of New Fund consists of 1 ordinary share held by
Apax Holdco. It is expected that, on or prior to the Effective Date, this
ordinary share will be reclassified as a New Fund A1 Share. On or around the
Effective Date, New Fund will issue Rollover Shares and New Fund A2 Shares.
These shares will comprise the aggregate of: (a) the Rollover Shares (which
shall be New Fund B Shares) to be issued to Scheme Shareholders pursuant to
the Alternative Offer; (b) the New Fund A2 Shares that will be subscribed for
by Ares Funds in respect of the funding (in part) of the Cash Consideration;
and (c) the New Fund A2 Shares that will be subscribed for by Ares Funds in
respect of the Additional Funding Amount (which is summarised below). The
number of New Fund A2 Shares and Rollover Shares issued is primarily dependent
on the number of elections made for the Alternative Offer as this will affect
the number of Rollover Shares to be issued and the amount required to be
subscribed by Ares Funds in respect of the funding (in part) of the Cash
Consideration.

Post-Acquisition Issuance

Following the implementation of the Rollover, Ares Funds will subscribe for
additional New Fund A2 Shares at the New Fund A2 Share Subscription Price for
the Additional Funding Amount, to the extent such funding is deemed by New
Fund in its absolute discretion to be required for such purposes. The
Post-Acquisition Issuance will be implemented on a non-pre-emptive basis in
order to enable the relevant members of the New Fund Group to settle such
costs, expenses and funding. Consequently, the Rollover Shareholders will not
be entitled to participate in, and their economic rights in New Fund will be
diluted upon the completion of, the Post-Acquisition Issuance.

As at the date of this Announcement, Bidco and Apax expect the Additional
Funding Amount to be approximately EUR 24 million. As noted in the
illustrative example set out earlier in this paragraph 10, in the case of
Eligible Scheme Shareholders who validly elect for the Alternative Offer in
respect of a holding representing 1 per cent. of the AGA Shares, following the
Post-Acquisition Issuance, the 1.53 per cent. share of the economic rights in
New Fund that they would have received pursuant to the Rollover will be
reduced to 1.47 per cent. as a consequence of the issue of New Fund A2 Shares
in the Additional Funding Amount. In this example, Ares would be issued New
Fund A2 Shares representing in total 98.53 per cent. of the economic rights in
New Fund.

The figure for the Additional Funding Amount is based on Bidco and Apax's
current estimation of the relevant transaction fees and the cash balance of
AGA as at Completion. An updated estimate will be included in the Scheme
Document.

Further details of the Rollover and the terms applicable to the Rollover
Shares are set out in Appendix IV to this Announcement. Further information
about the Rollover Shares and the full terms and conditions of the Alternative
Offer, including the eligibility of Scheme Shareholders to elect for the
Alternative Offer, will be included in the Scheme Document. Scheme
Shareholders are encouraged to read in full Appendix IV to this Announcement,
and when published, the New Fund Information Memorandum, the New Fund Articles
and the Scheme Document.

For the purposes of Rule 24.11 of the Takeover Code, J.P. Morgan Cazenove, as
financial adviser to Bidco, will provide an independent estimate of the value
of a Rollover Share, together with the assumptions, qualifications and caveats
forming the basis of its estimate of value, in a letter to be included in the
Scheme Document.

In the event that Bidco switches to a Takeover Offer (as described in
paragraph 18 of this Announcement), the Panel will be consulted as to the
impact of such a switch on the terms of the Alternative Offer.

12.       Risk factors and other investment considerations

The attention of Eligible Scheme Shareholders who may consider electing to
receive some or all of their consideration by means of the Alternative Offer
is drawn to certain risk factors and other investment considerations relevant
to such an election. These will be set out in full in the Scheme Document but
will include, among other factors:

·     upon the Scheme becoming effective in accordance with its terms,
the New Fund Group will be controlled by New Fund which will be advised by
Apax. The Rollover Shares will not receive notice of, attend or vote at
general meetings of New Fund and will have limited minority protections
prescribed by Guernsey law (including in relation to a variation of their
class rights). Therefore, the Rollover Shareholders will have no material
influence over decisions made by the New Fund Group, including in relation to
its investment in AGA, in any other business or in relation to any member of
the New Fund Group's (or AGA Group's) strategy. The Rollover Shareholders will
have no voting rights other than in respect of a prescribed list of New Fund
Shareholder Consent and Rollover Shareholder Consent matters (being those
matters set out in paragraph 4 of Appendix IV to this Announcement). Matters
which require a New Fund Shareholder Consent are passed by a majority of
aggregate Voting Interests of all New Fund Shareholders at such time. The
Voting Interests of Rollover Shareholders are proportionately lower on a
per-New Fund Share basis compared to holders of the New Fund A2 Shares,
whereby each Rollover Share represents one (1) vote and each New Fund A2 Share
represents two (2) votes. The calculation of the majority required for a New
Fund Shareholder Consent excludes Rollover Shares where the relevant Rollover
Shareholders do not respond to a request for consent (but such exclusion does
not apply to New Fund A2 Shares). On and from the issuance of the New Fund A2
Shares and Rollover Shares, the Ares Funds will hold a majority of the
aggregate Voting Interests and will have the ability to pass New Fund
Shareholder Consent matters unilaterally;

·     only the New Fund A1 Shares will carry the right to appoint
directors to the New Fund Board, which as at the Effective Date shall comprise
three directors appointed by Apax Holdco other than in the limited
circumstance of a cause event occurring with respect to New Fund in which case
replacement directors of the Board may be appointed pursuant to a New Fund
Shareholder Consent;

·     the New Fund Board shall be the principal decision-making board of
the New Fund Group and all of the members of such board shall be appointed by
the ultimate controller of such New Fund;

·     the Acquisition shall partially be funded by debt financing and,
going forward, the New Fund Group is expected to have a leverage profile which
is not uncommon for an unlisted alternative investment vehicle. The ability of
the New Fund Group to service such indebtedness is not guaranteed and is a
risk that all equity holders of the New Fund Group shall be exposed to;

·     payments in respect of Rollover Shares will not be guaranteed or
secured and any return of proceeds, whether in connection with a sale or
redemption of Rollover Shares or otherwise, will be paid net of costs incurred
by the New Fund Group with respect to such return of proceeds;

·     the Rollover Shares will not be transferable except with the prior
consent of the New Fund Board;

·     Apax intends that the costs and expenses incurred and to be
incurred by or on behalf of the New Fund Group and Ares Funds in connection
with the Acquisition and the minimum cash amount required to be funded to New
Fund at or immediately following Completion in order to manage New Fund's
working capital requirements will be borne by the New Fund Group. In order to
fund such costs and the minimum cash balance of the New Fund Group, Ares Funds
will subscribe for New Fund A2 Shares equal to the Additional Funding Amount,
meaning that the economic entitlement of the Rollover Shares will be diluted
following the Effective Date upon the completion of the Post-Acquisition
Issuance;

·     the right of Rollover Shareholders to participate in future issues
of New Fund Shares will apply in limited circumstances and on a catch-up basis
only, i.e. Rollover Shareholders will only be given the opportunity to
subscribe for their pro rata entitlements to securities in New Fund following
completion of a related issue of securities to other persons. The catch-up
right afforded to Rollover Shareholders may in certain limited circumstances
be waived by a New Fund Shareholder Consent. Any securities issued by members
of the New Fund Group in the future may have different (including,
potentially, preferential) rights or characteristics to the Rollover Shares.
Such events may result in the economic entitlements of Rollover Shareholders
suffering significant dilution;

·     in relation to those issues of New Fund Shares in which Rollover
Shareholders are entitled to participate, if Rollover Shareholders wish to
avoid their percentage interest in New Fund being reduced by any such issue,
they will need to invest further cash sums in New Fund. Therefore, the
percentage ownership of New Fund attributable to any Rollover Shareholder
could be reduced, potentially significantly, if such Rollover Shareholder does
not take the necessary action, including the payment of any amounts due, to
accept their entitlements to New Fund Shares pursuant to any catch-up issue of
securities by any member of the New Fund Group in the period following the
Effective Date;

·     the redemption of Rollover Shares by way of voluntary redemption or
the receipt of proceeds by way of Run-Off Election is not guaranteed and may
not be achieved due to insufficient funds in New Fund;

·     the AGA Shares are currently admitted to trading on the Main Market
of the London Stock Exchange and AGA Shareholders are afforded certain
standards and protections, including in respect of disclosure, as a result.
AGA Shareholders who, subject to the implementation of the Rollover and the
other terms in this Announcement, receive Rollover Shares (being unlisted
securities in a private company) will not be afforded protections commensurate
with those that they currently benefit from as shareholders in AGA; and

·     the New Fund Information Memorandum will provide Rollover
Shareholders with very limited information rights: New Fund will prepare and
distribute its audited annual report and quarterly reports. Rollover
Shareholders shall otherwise have no information rights, other than the very
limited rights available to them under the Companies Law or as the New Fund
Board deems appropriate.

Further details on the New Fund Group and the principal rights of the Rollover
Shares are set out in Appendix IV and will be summarised in the Scheme
Document.

13.       Financing

The Cash Consideration payable by Bidco under the terms of the Acquisition
will be funded from a combination of:

·     equity investment from Ares Funds; and

·     debt to be provided under the NAV Facilities Agreement.

The debt financing to be provided under the NAV Facilities Agreement
comprises: (i) a €260.0 million term loan facility (the "Term Facility");
(ii) a €170.0 million delayed draw term loan facility and (iii) a €170.0
million multicurrency revolving credit facility (the "Revolving Facility").

In connection with the equity financing, certain Ares Funds have entered into
the Equity Commitment Letter.

In accordance with Rule 2.7(d) of the Takeover Code, J.P. Morgan Cazenove, as
sole financial adviser to Bidco, is satisfied that sufficient resources are
available to Bidco to satisfy in full the Cash Consideration payable to AGA
Shareholders under the terms of the Acquisition.

Information on the Ares Funds

Ares Management Corporation (NYSE:ARES) is a leading global alternative
investment manager offering clients complementary primary and secondary
investment solutions across the credit, real estate, private equity and
infrastructure asset classes. As of 31 March 2025, Ares Management
Corporation's global platform had approximately $546 billion of assets under
management, which includes Ares Secondaries Group's investment platform that
had $31 billion of assets under management as of 31 March 2025. The Ares Funds
that have entered into the Equity Commitment Letter have extensive experience
providing equity financing as well as making equity investments in, and the
ownership of, public and private businesses.

14.       Offer-related Arrangements

Confidentiality Agreement

Apax and AGA entered into a confidentiality agreement on 7 July 2025 (the
"Confidentiality Agreement") pursuant to which Apax has undertaken to keep
confidential certain information related to the Acquisition and to AGA and not
to disclose it to third parties (other than to authorised recipients) unless
required by law or regulation. These confidentiality obligations shall remain
in force until the first to occur of: (i) Completion; or (ii) 18 months from
the date of the Confidentiality Agreement.

Under the terms of the Confidentiality Agreement, Apax has also agreed to
standstill provisions pursuant to which it has agreed that it will not: (i)
announce an offer for all of the AGA Shares (not already owned by the Bidco or
persons acting in concert with the Bidco) which is not recommended by the AGA
Board; or (ii) enter into any agreement or arrangement which would result in a
person becoming obliged to announce an offer for all of the AGA Shares (not
already owned by the Bidco or persons acting in concert with the Bidco). This
restriction ceases immediately following the making of this Announcement.

Co-Operation Agreement

Bidco and AGA entered into the Co-Operation Agreement in relation to the
Acquisition. Pursuant to the Co-Operation Agreement: (i) the parties have
agreed to certain provisions if the Acquisition should switch to a Takeover
Offer; and (ii) Bidco has agreed to provide AGA with certain information for
the purposes of the Scheme Document and to otherwise assist with the
preparation of the Scheme Document.

The Co-Operation Agreement shall terminate:

·     if the parties so agree in writing;

·     upon service of written notice that the AGA Directors no longer
intend to recommend the Acquisition or intend to adversely modify or qualify
their recommendation of the Acquisition;

·     upon service of written notice by either party where one or more of
the following occurs:

o  prior to the Long Stop Date, a competing proposal becomes effective or is
declared or becomes unconditional;

o  if the Acquisition (whether implemented by way of the Scheme or the
Takeover Offer) is withdrawn, terminates or lapses in accordance with its
terms and (where required) with the permission of the Panel, unless such lapse
or withdrawal: (i) is as a result of the exercise of the Right to Switch (as
such term is defined in the Co-Operation Agreement); or (ii) is to be followed
promptly by a firm intention announcement (under Rule 2.7 of the Takeover
Code) made by Bidco or person acting in concert (as defined in the Takeover
Code) with Bidco to implement the Acquisition by a different offer or scheme
on substantially the same or improved terms, and such announcement is made
within 10 Business Days of such lapse or withdrawal;

o  if, prior to the Long Stop Date, any Condition has been invoked by Bidco
(in circumstances where the invocation of the relevant Condition is permitted
by the Panel (if permission is required));

o  if the Scheme is not approved at the Court Meeting or the Resolutions are
not passed at the General Meeting or the Court refuses to sanction the Scheme;
or

o  unless otherwise agreed by the parties in writing or required by the
Panel, if the Effective Date has not occurred by the Long Stop Date; or the
Acquisition is withdrawn, terminates or lapses in accordance with its terms;
or

·     if the Effective Date occurs.

Pursuant to the terms of the Co-Operation Agreement, Bidco undertakes that it
will deliver a notice in writing by no later than 5 business days prior to the
Court Hearing confirming either: (i) the satisfaction or waiver of all
Conditions (other than the condition referred to in paragraph 2(a)(i) of Part
A of Appendix 1 to this Announcement); or (ii) that it intends to invoke one
or more Conditions (if permitted to do so by the Panel).

Framework Agreement

Ares and Apax have entered into the Framework Agreement, pursuant to which
they have agreed certain principles in accordance with which they intend to
cooperate in respect of the Acquisition.

Pursuant to the Framework Agreement, it is agreed that Apax will make all
material decisions with respect to the conduct of the Acquisition.

The terms of the Framework Agreement also include an agreement not to pursue a
competing proposal to the Acquisition with respect to AGA or take any action
which might be prejudicial to Completion or directly or indirectly encourage,
solicit, initiate facilitate, participate in or otherwise continue any
discussion or negotiation with any person in connection with a competing
proposal to the Acquisition, in each case for so long as the Framework
Agreement is in force.

The Framework Agreement will terminate in certain circumstances, including:
(i) 14 days after the date on which the Acquisition becomes effective or
unconditional; (ii) at such time as the Acquisition is withdrawn or lapses;
(iii) at such time as a competing bid in relation to AGA becomes effective or
unconditional; or (iv) at such time as the parties thereto agree.

15.       Structure of and Conditions to the Acquisition

It is intended that the Acquisition shall be effected by means of a
Court-sanctioned scheme of arrangement between AGA and the Scheme Shareholders
under Part VIII of the Companies Law. Bidco reserves the right to elect, with
the consent of the Panel (where necessary) and subject to the terms and
conditions of the Co-Operation Agreement, to implement the Acquisition by way
of a Takeover Offer.

The purpose of the Scheme is to provide for Bidco to become the holder of the
entire issued, and to be issued, ordinary share capital of AGA. This is to be
achieved:

·     under the Cash Offer, by the transfer of the Scheme Shares to
Bidco, in consideration for which the relevant Scheme Shareholders shall
receive Cash Consideration on the basis set out in paragraph 2 of this
Announcement; and

·     under the Alternative Offer, through the issue of the Rollover
Shares pursuant to the Rollover and in exchange for the transfer to Bidco of
the Scheme Shares of those Eligible Scheme Shareholders who validly elect for
the Alternative Offer in respect of some or all of their Scheme Shares, on the
basis set out in this Announcement,

in either case, pursuant to the Scheme.

The Scheme is subject to the Conditions and further terms set out in Appendix
I to this Announcement and to the full terms and conditions to be set out in
the Scheme Document, the Forms of Proxy and Form of Election, and will only
become effective if, among other things, the following events occur on or
before 11:59 p.m. on the Long Stop Date:

·     the approval of the Scheme by a majority in number of the Scheme
Shareholders who are present and vote, whether in person or by proxy, at the
Court Meeting and who represent 75 per cent. or more of the votes cast by
those Scheme Shareholders;

·     the Resolutions being duly passed by the requisite majority or
majorities of eligible AGA Shareholders, whether in person or by proxy, at the
General Meeting; and

·     following the Court Meeting and the General Meeting and the
satisfaction and/or waiver (where applicable) of the Condition, the sanction
of the Scheme by the Court (without modification, or with modification on
terms acceptable to AGA and Bidco); and

·     following such sanction, a copy of the Court Order is delivered to
the Registrar of Companies.

The Scheme shall lapse if, amongst other things:

·     the Court Meeting and the General Meeting are not held by the 22nd
day after the expected date of such meetings, which will be set out in the
Scheme Document (or such later date as may be agreed between Bidco and AGA,
with the consent of the Panel and, if required, the Court);

·     the Court Hearing to approve the Scheme is not held by the 22nd day
after the expected date of such hearing, which will be set out in the Scheme
Document (or such later date as may be agreed between Bidco and AGA, with the
consent of the Panel and, if required, the Court); or

·     the Scheme does not become effective by 11:59 p.m. on the Long Stop
Date,

provided however that the deadlines for the Court Meeting, the General Meeting
and the Court Hearing as set out above may be waived by Bidco, and the
deadline for the Scheme to become effective may be extended by agreement
between AGA and Bidco (with the Panel's consent and as the Court may approve
(if such consent and/or approval is required)).

If any Condition in paragraph 3 of Appendix I to this Announcement is not
capable of being satisfied by the date specified therein, Bidco shall make an
announcement through a Regulatory Information Service as soon as practicable
and, in any event, by not later than 8.00 a.m. on the Business Day following
the date so specified, stating whether Bidco has invoked that Condition,
(where applicable) waived that Condition or, with the agreement of AGA,
specified a new date by which that Condition must be satisfied.

Upon the Scheme becoming effective in accordance with its terms: (i) it will
be binding on all Scheme Shareholders holding Scheme Shares at the Scheme
Record Time, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting (and if they attended and voted, whether
or not they voted in favour); and (ii) entitlements to AGA Shares held within
the CREST system will be cancelled; and (iii) share certificates in respect of
AGA Shares will cease to be valid.

Further details of the Scheme, including an indicative timetable for its
implementation, shall be set out in the Scheme Document, which will specify
the necessary actions to be taken by AGA Shareholders. It is expected that the
Scheme Document, the Forms of Proxy and Form of Election accompanying the
Scheme Document will be published as soon as reasonably practicable and, in
any event, within 28 days of this Announcement (unless AGA and Bidco otherwise
agree, and the Panel consents to a later date). The Court Meeting and the
General Meeting are both expected to be held in September 2025.

Any AGA Shares issued before the Scheme Record Time will be subject to the
terms of the Scheme. The Resolutions will, amongst other matters, provide that
the Articles be amended to incorporate provisions requiring any AGA Shares
issued after the Scheme Record Time (other than to Bidco and/or its nominees)
to be automatically transferred to Bidco on the same terms as the Acquisition
(other than terms as to timings and formalities). The provisions of the
Articles (as amended) will prevent any person (other than Bidco and its
nominees) holding shares in the capital of AGA after the Effective Date.

16.       De-listing and surrender of registration as a collective
investment scheme

Prior to the Scheme becoming effective in accordance with its terms, AGA shall
make an application for the cancellation of the listing of AGA Shares on the
Official List and for the cancellation of trading of the AGA Shares on the
London Stock Exchange's Main Market, to take effect from or shortly after the
Effective Date.

The last day of dealings in AGA Shares on the London Stock Exchange's Main
Market for listed securities is expected to be the Business Day immediately
prior to the Effective Date and no transfers shall be registered after 6.00
p.m. on that date.

It is also proposed that, following the Effective Date and after the
cancellation of the listing of AGA Shares on the Official List and the
cancellation of trading of the AGA Shares on the London Stock Exchange's Main
Market for listed securities, AGA will request that the GFSC consents to the
surrender of its registration as a registered closed-ended collective
investment scheme.

17.       Disclosure of interests in AGA

Save in respect of the irrevocable undertakings referred to in paragraph 7
above and Appendix III or as disclosed below, as at the close of business on
the Latest Practicable Date, neither Bidco, nor any of its directors nor, so
far as Bidco is aware, any person treated as acting in concert (within the
meaning of the Takeover Code) with it for the purposes of the Acquisition has:

·     any interest in or right to subscribe for any relevant securities
of AGA;

·     any short positions in respect of relevant securities of AGA
(whether conditional or absolute and whether in the money or otherwise),
including any short position under a derivative, any agreement to sell or any
delivery obligation or right to require another person to purchase or take
delivery;

·     any dealing arrangement of the kind referred to in Note 11 on the
definition of 'acting in concert' in the Takeover Code, in relation to the
relevant securities of AGA; and/or

·     borrowed or lent any relevant securities of AGA (including, for
these purposes, any financial collateral arrangements of the kind referred to
in Note 4 on Rule 4.6 of the Takeover Code), save for any borrowed shares
which had been either on-lent or sold.

"relevant securities of AGA" means AGA Shares or securities convertible or
exchangeable into AGA Shares.

"Interests in securities" for these purposes and within the meaning of the
Takeover Code arise, in summary, when a person has long economic exposure,
whether absolute or conditional, to changes in the price of securities (and a
person who only has a short position in securities is not treated as
interested in those securities). In particular, a person will be treated as
having an "interest" by virtue of the ownership, voting rights or control of
securities, or by virtue of any agreement to purchase, option in respect of,
or derivative referenced to, securities.

Interests in AGA

 Name                                                                  Nature of interest                  Number of AGA Shares  Percentage of AGA's issued share capital
 Andrew Sillitoe                                                       Securities owned and/or controlled  14,450,827            3.0%
 Salim Nathoo                                                          Securities owned and/or controlled  10,033,819            2.1%
 Mitchell Truwit                                                       Securities owned and/or controlled  5,592,017             1.2%
 Ralf Gruss                                                            Securities owned and/or controlled  2,616,348             0.5%
 Jeremy Latham                                                         Securities owned and/or controlled  5,469                 0.001%
 David Emery                                                           Securities owned and/or controlled  2,000                 0.0004%
 Apax Guernsey Managers Limited                                        Securities owned and/or controlled  953,578               0.2%
 Apax Guernsey (Holdco) PCC Limited acting in respect of its AGA cell  Securities owned and/or controlled  500,000               0.1%

It has not been possible for Bidco to make enquiries of all of its concert
parties in advance of the release of this Announcement. Therefore, if Bidco
becomes aware, following the making of such enquiries, that any of its concert
parties have any such interests in relevant securities of AGA, all relevant
details in respect of Bidco's concert parties will be included in Bidco's
Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on
Rule 8 of the Takeover Code.

18.    General

Alternative Offer

New Fund 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 or will be
registered for marketing under applicable national private placement regimes.

Where Bidco believes that an election for the Alternative Offer by any Scheme
Shareholder may infringe applicable legal or regulatory requirements, or may
result in a requirement for a registration under the securities laws of any
Restricted Jurisdiction, Bidco will have the right to deem that such Scheme
Shareholder has not validly elected for the Alternative Offer and such Scheme
Shareholder will instead receive the Cash Offer in respect of the Scheme
Shares which were subject to such an election in accordance with the terms of
the Acquisition.

Further information for AGA Shareholders resident, or located, in overseas
jurisdictions will be set out in the Scheme Document.

Switching to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Panel (where
necessary), and subject to the terms and conditions of the Co-Operation
Agreement, to implement the Acquisition by way of a Takeover Offer (a
"Switch"). In the event of a Switch:

·            the acceptance condition that will apply to the
Takeover Offer, unless otherwise agreed in writing between Bidco and AGA or
otherwise required by the Panel, will be set at more than 75 per cent. of the
AGA Shares to which such Takeover Offer relates, unless the Co-Operation
Agreement has been terminated, in which case it will be set at more than 50
per cent., and in either case Bidco shall ensure that the only conditions of
the Takeover Offer shall be the conditions set out in Appendix 1 Part A to
this Announcement (subject to replacing Condition 1 therein with the
acceptance condition referred to above);

·            in all other respects, in the event of a Switch, the
Acquisition shall be implemented on substantially the same terms, so far as
applicable, as those which would apply to a Scheme, subject to appropriate
modifications or amendments which may be required by the Panel or which are
necessary as a result of such Switch; and

·            Bidco shall ensure that the Takeover Offer remains
open for acceptances for at least 21 days following the Takeover Offer
becoming or being declared unconditional.

If the Acquisition is effected by way of a Takeover Offer and such Takeover
Offer becomes or is declared unconditional and sufficient acceptances are
received, Bidco intends to apply the provisions of section 337 of the
Companies Law to compulsorily acquire any outstanding AGA Shares to which such
Takeover Offer relates, and for the trading of AGA Shares on the London Stock
Exchange's Main Market to be cancelled.

Miscellaneous

The Acquisition shall be made subject to the Conditions and further terms set
out in Appendix I to this Announcement and to be set out in the Scheme
Document. The bases and sources of certain financial information contained in
this Announcement are set out in Appendix II to this Announcement. A summary
of the irrevocable undertakings given in relation to the Acquisition is
contained in Appendix III to this Announcement. Certain terms used in this
Announcement are defined in Appendix V to this Announcement.

The Scheme will be governed by the laws of Guernsey and be subject to the
jurisdiction of the Court and to the conditions and further terms set out in
Appendix I to this Announcement and to be set out in the Scheme Document. The
Acquisition will also be subject to the applicable requirements of the
Companies Law, the Court, the Financial Conduct Authority, the London Stock
Exchange, the Panel, the Takeover Code and the Listing Rules.

This Announcement does not constitute, or form part of, an offer or invitation
to purchase AGA Shares or any other securities.

Further information for AGA Shareholders resident, or located, in overseas
jurisdictions will be set out in the Scheme Document.

19.       Consents

J.P. Morgan Cazenove, Jefferies and Winterflood have each given and not
withdrawn their consent to the publication of this Announcement with the
inclusion herein of the references to their names in the form and context in
which they appear.

20.       Documents available on website

Copies of the following documents shall be made available, subject to certain
restrictions relating to persons residing in Restricted Jurisdictions, on
AGA's website at https://www.apaxglobalalpha.com/investor-centre/offer
(https://www.apaxglobalalpha.com/investor-centre/offer) until the end of the
Acquisition:

·            the Shareholder Presentation;

·            this Announcement;

·            the irrevocable undertakings and letters of intent
referred to in paragraph 7 above and summarised in Appendix III to this
Announcement;

·            the Confidentiality Agreement;

·            the Framework Agreement;

·            the Equity Commitment Letter;

·            the Co-Operation Agreement;

·            the New Fund Information Memorandum;

·            the New Fund Articles;

·            documents relating to the financing of the
Acquisition referred to in paragraph 13 above; and

·            the consents from financial advisers to being named
in this Announcement.

Neither the contents of the websites referred to in this Announcement nor the
contents of any website accessible from hyperlinks is incorporated in, or
forms part of, this Announcement.

 

Enquiries:

 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
 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 (mailto:jervois@montfort.london)

                                                                                +44 (0) 7539 993 601

                                                                                schutzerweissmann@montfort.london

 

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

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

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

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 as sole bookrunner and
mandated lead arranger of the certain funds debt financing in respect of the
Acquisition.

Important Notice

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.

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, 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.

No Offer or Solicitation

This Announcement is for information purposes only and is not intended to, and
does not, constitute or form part of, an offer to sell or otherwise dispose
of, or an invitation to purchase, or otherwise acquire or subscribe for, any
securities or the solicitation of an offer to buy any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to the
Acquisition or otherwise, nor shall there be any sale, issuance or transfer of
securities of AGA in any jurisdiction in contravention of applicable law or
regulation.

The Acquisition shall be made solely by means of the Scheme Document to be
published by AGA (or in the event that the Acquisition is to be implemented by
means of a Takeover Offer, the offer document) which shall contain the full
terms and conditions of the Acquisition, including details of how to vote in
respect of the Acquisition. Any vote in respect of the Scheme or other
response in relation to the Acquisition should be made only on the basis of
the information contained in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the offer document).

This Announcement has been prepared for the purpose of complying with English
law and Guernsey law and the Takeover Code and the information disclosed may
not be the same as that which would have been disclosed if this Announcement
had been prepared in accordance with the laws of jurisdictions outside the
United Kingdom or Guernsey.

AGA Shareholders should read the Scheme Document when it becomes available as
it will contain important information relating to the Acquisition.

This Announcement does not constitute a prospectus, prospectus equivalent
document or exempted document.

This Announcement contains inside information in relation to AGA for the
purposes of Article 7 of the Market Abuse Regulation. AGA's Legal Entity
Identifier is 21380031LQE8CU8NU843.

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 the FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.

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.
Further details in relation to Restricted Shareholders will be contained in
the Scheme Document.

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 will be 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 that may be included in the Scheme Document, or any other
documents relating to the Acquisition, has 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 also should be aware that the transactions contemplated herein will
have US tax consequences and that such consequences, if any, are not described
herein. 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
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 the Scheme Document 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 THE 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.

Right to switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Panel (where
necessary), and subject to the terms of the Co-Operation Agreement, to
implement the Acquisition by way of a Takeover Offer for the entire issued and
to be issued ordinary share capital of AGA (not already held by any member of
the Bidco Group) as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if Bidco so decides,
on such other terms being no less favourable (subject to appropriate
amendments), so far as applicable, as those which would apply to the Scheme
and subject to the amendment referred to in Appendix 1 to this Announcement.

Upon sufficient acceptances being received in respect of such Takeover Offer,
Bidco intends to exercise its rights to apply the provisions of section 337
and Part XVIII of the Companies Law so as to acquire compulsorily the
remaining AGA Shares in respect of which the Takeover Offer has not been
accepted.

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 22 July 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 this Announcement by contacting
MUFG Corporate Markets (Guernsey) Limited at Mont Crevelt House, Bulwer
Avenue, St Sampson, Guernsey, Channel Islands, GY2 4LH, or on +44 (0) 871 664
0300 during business hours Monday to Friday (public holidays excepted). Calls
to this number from persons who are not resident in Guernsey are charged at
the applicable international rate. Calls from a mobile device may incur
network extras.

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.

Rule 2.9

In accordance with Rule 2.9 of the Takeover Code, AGA confirms that, as at the
date of this Announcement, it has 482,390,225 ordinary shares of no par value
in issue and admitted to trading on the London Stock Exchange's Main Market.
AGA has 8,710,543 shares held in treasury. The International Securities
Identification Number (ISIN) of the AGA Shares is GG00BWWYMV85.

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 the FSMA if you are a
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.

APPENDIX I

CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE ACQUISITION

Part A: Conditions to the Scheme and the Acquisition

Long Stop Date

1.         The Acquisition shall be conditional upon the Scheme
becoming unconditional and effective in accordance with the terms, subject to
the Takeover Code, by not later than 11:59 p.m. on the Long Stop Date.

Scheme Approval

2.         The Scheme shall be subject to the following conditions:

(a)

(i)      its approval by a majority in number of the Scheme Shareholders
who are on the register of members of AGA (or the relevant class or classes
thereof, if applicable) at the Scheme Voting Record Time and in each case
present, entitled to vote and voting, whether in person or by proxy, at the
Court Meeting (and at any separate class meeting which may be required), or
any adjournment thereof, and who represent 75 per cent. or more of the votes
cast by those Scheme Shareholders at each such meeting; and

(ii)      the Court Meeting (and any separate class meeting which may be
required) being held on or before the 22(nd) day after the expected date of
such meeting as set out in the Scheme Document (or such later date as Bidco
may specify with the agreement of AGA or, in a competitive situation, with the
consent of the Panel and (if required) the Court may allow);

(b)

(i)      the Resolutions being duly passed by the requisite majority or
majorities of AGA Shareholders at the General Meeting; and

(ii)      such General Meeting being held on or before the 22(nd) day
after the expected date of such meeting as set out in the Scheme Document (or
such later date as Bidco may specify with the agreement of AGA or, in a
competitive situation, with the consent of the Panel and (if required) the
Court may allow); and

(c)

(i)      the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms acceptable to AGA
and Bidco); and

(ii)      the Court Hearing being held on or before the 22(nd) day after
the expected date of the Court Hearing as set out in the Scheme Document (or
such later date as Bidco may specify with the agreement of AGA or, in a
competitive situation, with the consent of the Panel and (if required) the
Court may allow).

In addition, subject as stated in Part B below and to the requirements of the
Panel, the Acquisition shall be conditional upon the following Conditions and,
accordingly, the necessary actions to make the Scheme effective will not be
taken unless such Conditions (as amended if appropriate) have been satisfied
or, where relevant, waived:

Notifications, Waiting periods and Authorisations

3.

(a)        all material filings, applications and/or material
notifications which are necessary under applicable legislation or regulation,
in connection with the Acquisition, of any relevant jurisdiction having been
made;

(b)        all necessary waiting periods and other time periods
(including any extensions thereof) under any applicable legislation or
regulation of any relevant jurisdiction having expired, lapsed or been
terminated; and

(c)        all applicable statutory or regulatory obligations in any
jurisdiction having been materially complied with in each case in respect of
the Acquisition or other acquisition of any shares or other securities in, or
control or management of, AGA or any member of the Wider AGA Group by any
member of the Wider New Fund Group or (except as Disclosed) the carrying on by
any member of the Wider AGA Group of its business;

General antitrust and regulatory

(d)        no Third Party having given notice of a decision to take,
institute or implement any action, proceeding, suit, investigation, enquiry or
reference (and in each case, not having withdrawn the same), or having
required any action to be taken or otherwise having done anything, or having
enacted, made or proposed to enact or make any statute, regulation, decision,
order or change to published practice (and in each case, not having withdrawn
the same) and there not continuing to be outstanding any statute, regulation,
decision or order which would or might reasonably be expected to, in any case
to an extent or in a manner which is or would be material in the context of
the Wider AGA Group taken as a whole or in the context of the Acquisition:

(i)      require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any member of the
Wider New Fund Group or by any member of the Wider AGA Group of all or any
material part of its businesses, assets or property or, impose any material
limitation on the ability of all or any of them to conduct their businesses
(or any part thereof) or to own, control or manage any of their assets or
properties (or any part thereof);

(ii)      require any member of the Wider New Fund Group or the Wider AGA
Group to acquire or offer to acquire any shares, other securities (or the
equivalent) or interest in any member of the Wider AGA Group or any asset
owned by any Third Party (other than in the implementation of the
Acquisition);

(iii)     impose any material limitation on, or result in a material delay
in, the ability of any member of the Wider New Fund Group directly or
indirectly to acquire, hold or to exercise effectively all or any rights of
ownership in respect of shares or other securities in AGA or on the ability of
any member of the Wider AGA Group or any member of the Wider New Fund Group
directly or indirectly to hold or exercise effectively all or any rights of
ownership in respect of shares or other securities (or the equivalent) in, or
to exercise voting or management control over, any member of the Wider AGA
Group;

(iv)     otherwise adversely affect any or all of the business, assets or
profits of any member of the Wider AGA Group or any member of the Wider New
Fund Group;

(v)     result in any member of the Wider AGA Group or any member of the
Wider New Fund Group ceasing to be able to carry on business under any name
under which it presently carries on business;

(vi)     make the Acquisition, its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or control or
management of, AGA by any member of the Wider New Fund Group void,
unenforceable and/or illegal under the laws of any relevant jurisdiction, or,
otherwise directly or indirectly materially prevent or prohibit, restrict,
restrain, impede, challenge or delay or otherwise or otherwise interfere with
the implementation of, or impose material additional conditions or obligations
with respect to, or otherwise materially challenge, impede, interfere or
require material amendment of the Acquisition or the acquisition or proposed
acquisition of any shares or other securities in, or control or management of,
AGA by any member of the Wider New Fund Group;

(vii)    require, prevent or materially delay a divestiture by any member
of the Wider New Fund Group of any shares or other securities (or the
equivalent) in any member of the Wider AGA Group or any member of the Wider
New Fund Group; or

(viii)   impose any limitation on the ability of any member of the Wider New
Fund Group or any member of the Wider AGA Group to conduct, integrate or
co-ordinate all or any part of its business with all or any part of the
business of any other member of the Wider New Fund Group and/or the Wider AGA
Group,

and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute, or
implement any such action, proceeding, suit, investigation, enquiry or
reference or take any other step under the laws of any jurisdiction in respect
of the Acquisition or the acquisition or proposed acquisition of any shares or
other securities in, or control or management of, AGA or any other member of
the Wider AGA Group by any member of the Wider New Fund Group or otherwise
intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

(e)        except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other instrument
to which any member of the Wider AGA Group is a party or by or to which any
such member or any of its assets is or may be bound, entitled or be subject or
any event or circumstance which, as a consequence of the Acquisition or the
acquisition or proposed acquisition by any member of the Wider New Fund Group
of any shares or other securities (or the equivalent) in AGA, could or might
reasonably be expected to result in, in each case to an extent which is
material in the context of the Wider AGA Group taken as a whole:

(i)      any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the Wider AGA Group
being or becoming repayable, or capable of being declared repayable,
immediately or prior to its or their stated maturity date or repayment date,
or the ability of any such member to borrow monies or incur any indebtedness
being withdrawn or inhibited or being capable of becoming or being withdrawn
or inhibited;

(ii)      the creation, save in the ordinary and usual course of
business, or enforcement of any mortgage, charge, encumbrance or other
security interest over the whole or any material part of the business,
property or assets of any member of the Wider AGA Group or any such mortgage,
encumbrance, charge or other security interest (whenever created, arising or
having arisen) becoming enforceable;

(iii)     any material arrangement, agreement, lease, licence, franchise,
permit or other instrument being terminated or any material rights,
liabilities, obligations or interests of any member of the Wider AGA Group
being adversely modified or adversely affected or any onerous obligation or
liability arising or any adverse action being taken or arising thereunder;

(iv)     any liability of any member of the Wider AGA Group to make any
severance, termination, bonus or other payment to any of its directors or
other officers other than in the ordinary course of business;

(v)     the interest or business of any such member of the Wider AGA Group
in or with any other person, firm or company (or any agreements or
arrangements relating to such interest or business) being or becoming capable
of being terminated or adversely modified or affected;

(vi)     any member of the Wider AGA Group, which is material in the
context of the Wider AGA Group taken as a whole, ceasing to be able to carry
on business under any name under which it presently carries on business;

(vii)    the value of, or the financial or trading position or prospects
of, any member of the Wider AGA Group being prejudiced or adversely affected;

(viii)   any material assets or interests of, or any material asset the use
of which is enjoyed by, any member of the Wider AGA Group being or falling to
be disposed of or charged or any right arising under which any such material
asset or interest could be required to be disposed of or charged or could
cease to be available to any member of the Wider AGA Group other than in the
ordinary course of business; or

(ix)     the creation or acceleration of any material liability (actual or
contingent) of any member of the Wider AGA Group (including any material tax
liability or any obligation to obtain or acquire any material Authorisation,
notice, waiver, concession, agreement or exemption from any Third Party or any
person) other than trade creditors or other liabilities incurred in the
ordinary course of business or in connection with the Acquisition,

and, except as Disclosed, no event having occurred which, under any provision
of any arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider AGA Group is a party or by or to
which any such member or any of its assets are bound, entitled or subject,
would or might reasonably be expected to result in any of the events or
circumstances as are referred to in Conditions 3(e)(i) to (ix) above, in each
case to the extent material in the context of the Wider AGA Group taken as a
whole;

Certain events occurring since 31 December 2024

(f)         except as Disclosed, no member of the Wider AGA Group
having since 31 December 2024:

(i)      issued or agreed to issue, or authorised or proposed or
announced its intention to authorise or propose the issue, of additional
shares of any class, or securities or securities convertible into, or
exchangeable for, or rights, warrants or options to subscribe for or acquire,
any such shares, securities or convertible securities or transferred or sold,
or agreed to transfer or sell or authorised or proposed the transfer or sale
of, AGA Shares out of treasury (except, where relevant, as between AGA and
wholly owned subsidiaries of AGA or between the wholly owned subsidiaries of
AGA);

(ii)      recommended, declared, paid or made or proposed or agreed to
recommend, declare, pay or make any bonus, dividend or other distribution
(whether payable in cash or otherwise) other than dividends (or other
distributions whether payable in cash or otherwise) lawfully paid or made by
any wholly owned subsidiary of AGA to AGA or any of its wholly owned
subsidiaries;

(iii)     other than pursuant to the Acquisition and except for
transactions between AGA and its wholly owned subsidiaries or between the
wholly owned subsidiaries of AGA, implemented, effected, authorised or
proposed or announced its intention to implement, effect, authorise or propose
any merger, demerger, reconstruction, amalgamation, scheme, commitment or
acquisition or disposal of assets or shares or loan capital (or the equivalent
thereof) in any undertaking or undertakings in any such case to an extent
which is material in the context of the Wider AGA Group taken as a whole;

(iv)     other than in the ordinary course of business and except for
transactions between AGA and its wholly owned subsidiaries, or between the
wholly owned subsidiaries of AGA, disposed of, or transferred, mortgaged,
encumbered or created any security interest over, any material asset or any
right, title or interest in any asset or authorised, proposed or announced any
intention to do so; in each case to the extent which is material in the
context of the Wider AGA Group taken as a whole;

(v)     other than in the ordinary course of business and except for
transactions between AGA and its wholly owned subsidiaries or between the
wholly owned subsidiaries of AGA, issued, authorised or proposed or announced
an intention to authorise or propose the issue of or made any change in or to
the terms of any debentures or become subject to any contingent liability or
incurred or increased any indebtedness, in each case which is material in the
context of the Wider AGA Group as a whole;

(vi)     entered into or varied or authorised, proposed or announced its
intention to enter into or vary any material contract, arrangement, agreement,
transaction or commitment (whether in respect of capital expenditure or
otherwise), which: (i) is of a long term, unusual or onerous nature or
magnitude; or (ii) is reasonably likely to be materially restrictive on the
business of any member of the Wider AGA Group which in any such case is
material and adverse in the context of the Wider AGA Group taken as a whole;

(vii)    entered into or varied the terms of, or made any offer (which
remains open for acceptance) to enter into or vary the terms of any contract,
service agreement, commitment or arrangement with any director or senior
executive of any member of the Wider AGA Group;

(viii)   entered into any licence or other disposal of intellectual property
rights of any member of the Wider AGA Group which are material in the context
of the Wider AGA Group taken as a whole and outside the ordinary course of
business;

(ix)     proposed, agreed to provide or modified in any material respect
the terms of any incentive scheme or other benefit relating to the employment
or termination of employment of any employee of the Wider AGA Group;

(x)     purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, except in respect of the matters mentioned in sub-paragraph (i) above,
made any other change to any part of its share capital;

(xi)     except in the ordinary course of business, waived, compromised or
settled any claim which is material in the context of the Wider AGA Group
taken as a whole or in the context of the Acquisition;

(xii)    terminated or varied the terms of any agreement or arrangement
between any member of the Wider AGA Group and any other person in a manner
which would or might reasonably be expected to be materially adverse to the
Wider AGA Group taken as a whole or to be material in the context of the
Acquisition;

(xiii)   been unable, or admitted in writing that it is unable, to pay its
debts or commenced negotiations with one or more of its creditors with a view
to rescheduling or restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or a substantial part of its
business;

(xiv)   (other than in respect of a member of the Wider AGA Group which is
dormant and was solvent at the relevant time) taken or proposed any steps,
corporate action or had any legal proceedings instituted or threatened against
it in relation to the suspension of payments, a moratorium of any
indebtedness, its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of a receiver, administrator, manager,
administrative receiver, trustee or similar officer of all or any of its
assets or revenues or any analogous or equivalent steps or proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction or had any
such person appointed in each case to the extent which is material in the
context of the Wider AGA Group taken as a whole or in the context of the
Acquisition;

(xv)    except for transactions between AGA and its wholly owned
subsidiaries or between the wholly owned subsidiaries of AGA, made,
authorised, proposed or announced an intention to propose any change in its
loan capital which is material in the context of the Wider AGA Group taken as
a whole or in the context of the Acquisition;

(xvi)   other than with the consent of Bidco, taken (agreed or proposed to
take) any action that requires, or would require, the consent of the Panel or
the approval of AGA Shareholders in accordance with, or as contemplated by,
Rule 21.1 of the Takeover Code;

(xvii)  other than in the ordinary course of business, entered into,
implemented or authorised the entry into any joint venture, asset or profit
sharing arrangement, partnership, composition, assignment, reconstruction,
amalgamation, commitment, scheme or other transaction or arrangement or merger
of business or corporate entities which is material in the context of the
Wider AGA Group taken as a whole;

(xviii) entered into any contract, transaction or arrangement which would be
materially restrictive on the business of any member of the Wider AGA Group or
the Wider New Fund Group other than of a nature and to an extent which is
normal in the context of the business concerned and which in any case is not
material in the context of the Wider AGA Group taken as a whole;

(xix)   made any alterations to its memorandum or articles of incorporation
or other incorporation documents (in each case, other than in connection with
the Acquisition); or

(xx)    entered into any agreement, arrangement, commitment or contract or
passed any resolution or made any offer (which remains open for acceptance)
with respect to or announced an intention to, or proposed to, effect any of
the transactions, matters or events referred to in this Condition 3(f);

No adverse change, litigation or similar

(g)        except as Disclosed, since 31 December 2024 there having
been:

(i)      no adverse change and no circumstance having arisen which would
reasonably be expected to result in any adverse change in the business,
assets, financial or trading position or profits or prospects or operational
performance of any member of the Wider AGA Group which is material in the
context of the Wider AGA Group taken as a whole or in the context of the
Acquisition;

(ii)      no litigation, arbitration proceedings, prosecution or other
legal proceedings having been threatened, announced or instituted by or
against or remaining outstanding against (and in each case, not having been
withdrawn and/or resolved) or in respect of any member of the Wider AGA Group
or to which any member of the Wider AGA Group is or may become a party
(whether as claimant, defendant or otherwise), in each case which is or might
be expected to have a material adverse effect on the Wider AGA Group taken as
a whole or in the context of the Acquisition;

(iii)     no enquiry, review, investigation or enforcement proceedings by,
or complaint or reference to, any Third Party or other investigative body,
having been threatened, announced, instituted or remaining outstanding by,
against (and in each case, not having been withdrawn and/or resolved) or in
respect of any member of the Wider AGA Group, in each case which is or might
be expected to have a material adverse effect on the Wider AGA Group taken as
a whole or in the context of the Acquisition;

(iv)     no contingent or other liability having arisen, materially
increased or become apparent which is reasonably likely to affect adversely
the business, assets, financial or trading position or profits, prospects or
operational performance of any member of the Wider AGA Group to an extent
which is or would reasonably be expected to be material in the context of the
Wider AGA Group taken as a whole or in the context of the Acquisition;

(v)     no member of the Wider AGA Group having conducted its business in
material breach of applicable laws and regulations and which is material in
the context of the Wider AGA Group as a whole or material in the context of
the Acquisition; and

(vi)     no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of the Wider AGA
Group which is necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which is or would
reasonably be expected to have a material adverse effect on the Wider AGA
Group taken as a whole or in the context of the Acquisition;

No discovery of certain matters regarding information, liabilities and
environmental issues

(h)        except as Disclosed, Bidco not having discovered, in each
case to an extent which is material in the context of the Wider AGA Group
taken as a whole or which is otherwise material in the context of the
Acquisition, that:

(i)      any financial, business or other information concerning the
Wider AGA Group publicly announced prior to the date of this Announcement is
misleading, contains a misrepresentation of any fact, or omits to state a fact
necessary to make that information not misleading where the relevant
information has not subsequently been corrected prior to the date of this
Announcement by disclosure, either publicly or otherwise to any member of the
Wider New Fund Group;

(ii)      since 31 December 2024, any member of the Wider AGA Group (or
partnership, company or other entity in which any member of the Wider AGA
Group has a Significant Interest and which is not a subsidiary undertaking of
AGA) is subject to any liability, contingent or otherwise; or

(iii)     any circumstance has arisen or event has occurred in relation to
any intellectual property owned or used by any member of the Wider AGA Group,
including (A) any member of the Wider AGA Group losing its title to any
intellectual property material to the Wider AGA Group taken as a whole, or any
intellectual property owned by the Wider AGA Group and material to the Wider
AGA Group taken as a whole being revoked, cancelled or declared invalid; (B)
any claim being asserted in writing or threatened in writing by any person
challenging the ownership of any member of the Wider AGA Group to, or the
validity or effectiveness of, any intellectual property of the Wider AGA Group
that is material to the Wider AGA Group taken as a whole; or (C) any agreement
regarding the use of any intellectual property licensed to or by any member of
the Wider AGA Group, that is material to the Wider AGA Group taken as a whole,
being terminated or varied;

Anti-corruption

(i)         except as Disclosed, Bidco not having discovered, in each
case to an extent which is material in the context of the Wider AGA Group
taken as a whole or which is otherwise material in the context of the
Acquisition, that:

(i)      any past or present member of the Wider AGA Group or any person
that performs or has performed services for or on behalf of any such company
is or has engaged in any activity, practice or conduct which would constitute
an offence under the Bribery Act 2010, the United States Foreign Corrupt
Practices Act of 1977, as amended, or any other applicable anti-corruption
legislation applicable to the Wider AGA Group;

(ii)      any past or present member, director, officer, employee, agent,
consultant or designated representative of the Wider AGA Group is or has
engaged in any activity or business with, or made any investments in, or made
any funds or assets available to or received any funds or assets from: (A) any
government, entity or individual targeted by any of the economic sanctions
administered by the United Nations or the European Union (or any of their
respective member states) or the United States; or (B) any government, entity
or individual in respect of which US or European Union persons, or persons
operating in those territories, are prohibited from engaging in activities or
doing business, or from receiving or making available funds or economic
resources, by the United States or European Union laws or regulations,
including the economic sanctions administered by Her Majesty's Treasury;

(iii)     a member of the AGA Group has engaged in any transaction which
would cause any member of the Wider New Fund Group to be in breach of any
applicable economic sanctions laws upon its acquisition of AGA, including the
economic sanctions of the United States Office of Foreign Assets Control or
any government, entity or individual targeted by any of the economic sanctions
of the United Nations, the United States, the European Union or any of its
member states; or

(iv)     any member, director, officer or employee of the Wider AGA Group,
or any other person for who any such person may be liable or responsible: (A)
has engaged in conduct which would violate any relevant anti-terrorism laws,
rules, or regulations, including but not limited to the U.S. Anti-Terrorism
Act; (B) has engaged in conduct which would violate any relevant anti-boycott
law, rule or regulation or any applicable export controls, including but not
limited to the Export Administration Regulations administered and enforced by
the U.S. Department of Commerce or the International Traffic in Arms
Regulations administered and enforced by the U.S. Department of State; (C) has
engaged in conduct which would violate any relevant laws rules, or regulations
concerning human rights, including but not limited to any law, rule, or
regulation concerning false imprisonment, torture or other cruel and unusual
punishment, or child labour; or (D) is debarred or otherwise rendered
ineligible to bid for or to perform contracts for or with any government,
governmental instrumentality, or international organisation or found to have
violated any applicable law, rule, or regulation concerning government
contracting or public procurement; or

No criminal property

(j)         except as Disclosed, Bidco not having discovered that any
asset of any member of the Wider AGA Group constitutes criminal property as
defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding
paragraph (b) of that definition) or proceeds of crime under any applicable
law, rule or regulation concerning money laundering or proceeds of crime or
any member of the Wider AGA Group is found to have engaged in activities
constituting money laundering under any applicable law, rule or regulation
concerning money laundering.

Part B: Certain further terms of the Acquisition

1.         Subject to the requirements of the Panel in accordance with
the Takeover Code, Bidco reserves the right in its sole discretion to waive:

(i)         the deadlines set out in any of the Conditions set out in
Condition 2 of Part A above for the timing of the Court Meeting, General
Meeting and the Court Hearing. If any such deadline is not met, Bidco shall
make an announcement by 8.00 a.m. on the Business Day following such deadline
confirming whether it has invoked or waived the relevant Condition or agreed
with AGA to extend the deadline in relation to the relevant Condition; and

(ii)         in whole or in part, all or any of Conditions listed in
Part A above, except for Conditions 2(a)(i), 2(b)(i) and 2(c)(i) which cannot
be waived.

2.         Conditions 3(a) to (j) (inclusive) must each be fulfilled,
determined by Bidco to be or to remain satisfied or (if capable of waiver) be
waived by Bidco by no later than 11.59 p.m. on the date immediately preceding
the date of the Court Hearing (or any adjournment thereof), failing which the
Acquisition will lapse.

3.         Bidco shall be under no obligation to waive or treat as
satisfied any of the Conditions that it is entitled (with the consent of the
Panel) to invoke, by a date earlier than the latest date specified above for
the fulfilment or waiver thereof, notwithstanding that the other Conditions
may at such earlier date have been waived or fulfilled and that there are at
such earlier date no circumstances indicating that any of such Conditions may
not be capable of fulfilment.

4.         Under Rule 13.5(a) of the Takeover Code, Bidco may only
invoke a Condition to the Acquisition so as to cause the Acquisition not to
proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel
will normally only give its consent if the circumstances which give rise to
the right to invoke the Condition are of material significance to Bidco in the
context of the Acquisition. This will be judged by reference to the facts of
each case at the time that the relevant circumstances arise. The Conditions
contained in paragraph 1 and 2 of Part A of this Appendix 1 and, if
applicable, any acceptance condition if the Acquisition is implemented by
means of a Takeover Offer, are not subject to this provision of the Takeover
Code. Any Condition that is subject to Rule 13.5(a) of the Takeover Code may
be waived by Bidco.

5.         Under Rule 13.6 of the Takeover Code, AGA may not invoke,
or cause or permit Bidco to invoke, a Condition unless the circumstances which
give rise to the right to invoke the Condition are of material significance to
AGA Shareholders in the context of the Acquisition.

6.         If Bidco is required by the Panel to make an offer for AGA
Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make
such alterations to any of the above Conditions and terms of the Acquisition
as are necessary to comply with the provisions of that Rule.

7.         The AGA Shares to be acquired under the Acquisition shall
be acquired fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third party rights
and interests of any nature and together with all rights attaching or accruing
to them after the Scheme becomes effective in accordance with its terms,
including, without limitation, voting rights and the right to receive and
retain in full all dividends and other distributions (if any) declared, made
or paid, or any other return of capital (whether by reduction of share capital
or share premium account or otherwise) made, on or after the Effective Date
(other than any dividend in respect of which a corresponding reduction in the
consideration payable in respect of each AGA Share has been made as described
in paragraph 8 below)

8.         Subject to the terms of the Scheme, if, on or after the
date of this Announcement, any dividend, distribution and/or other return of
capital is declared, paid or made or becomes payable by AGA in respect of the
AGA Shares (in each case with a record date prior to the Effective Date),
(without prejudice to any right of Bidco, with the consent of the Panel, to
invoke Condition 3(f)(ii) in Part A above) Bidco reserves the right to reduce
the consideration payable under the Cash Offer by an amount equal to (and make
a proportionate downward adjustment to the consideration due under the
Alternative Offer to reflect) by an amount equal to the amount of such
dividend, distribution and/or return of capital. If Bidco so chooses to reduce
the consideration, any reference in this Announcement to the consideration due
under the Cash Offer (or the Alternative Offer) will automatically be deemed
to be a reference to the consideration as so reduced. In such circumstances,
AGA Shareholders would be entitled to receive and retain any such dividend,
distribution and/or return of capital declared, paid or made and any reference
in this Announcement to the consideration payable under the terms of the
Acquisition shall be deemed to be a reference to the consideration as so
reduced. To the extent that such a dividend, distribution and/or other return
of capital has been declared or is payable, and: (i) the relevant AGA Shares
entitled to receive such dividend, distribution or return of capital are or
shall be transferred pursuant to the Acquisition on a basis which entitles
Bidco to so receive and retain it; or (ii) such dividend, distribution and/or
other return of capital is cancelled, the consideration shall not be subject
to adjustment in accordance with this paragraph. Any adjustment of the
consideration payable under the Acquisition referred to in this paragraph
shall be the subject of an announcement and, for the avoidance of doubt, shall
not be regarded as constituting any revision or variation of the Acquisition.

9.         Furthermore, Bidco reserves the right to reduce the
consideration payable under the Acquisition in respect of the AGA Shares in
such circumstances as are, and by such amount as is, permitted by the Panel.

10.       Bidco reserves the right to elect to implement the Acquisition
by way of a Takeover Offer as an alternative to the Scheme (subject to the
Panel's consent and the terms of the Co-Operation Agreement). In such event,
the Acquisition will be implemented on the same terms (subject to the terms of
the Co-Operation Agreement) as those which would apply to the Scheme. Further,
if sufficient acceptances of the Takeover Offer are received and/or sufficient
AGA Shares are otherwise acquired, it is the intention of Bidco to apply the
provisions of the Companies Law to compulsorily acquire any outstanding AGA
Shares to which such Takeover Offer relates.

11.       With the agreement of AGA, Bidco reserves the right for any
other entity directly or indirectly majority owned by Apax Affiliates from
time to time (other than Bidco) to implement the Acquisition. In such an
event, the terms of the Alternative Offer and, in particular, the rights of
the Rollover Shares, will be the same, other than in respect of the issuing
entity.

12.       The availability of the Acquisition to persons not resident in
the United Kingdom or Guernsey may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom or Guernsey
should inform themselves about and observe any applicable requirements.

13.       The Acquisition (including the Alternative Offer) is not being
made, directly or indirectly, in, into or from, or by use of the mails of, or
by any means of 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 jurisdiction where to do so would violate the laws
of that jurisdiction.

14.       The Scheme will be governed by the laws of Guernsey and be
subject to the jurisdiction of the Court and to the conditions and further
terms set out in this Appendix I and to the full terms which will be set out
in the Scheme Document. The Acquisition will also be subject to the applicable
requirements of the Companies Law, the Court, the Financial Conduct Authority,
the London Stock Exchange, the Panel, the Takeover Code and the Listing Rules.
This Announcement does not constitute, or form part of, an offer or invitation
to purchase AGA Shares or any other securities.

 

15.       Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement, unless otherwise stated or the context otherwise
requires, the following sources and bases have been used.

(i)         As at close of business on 18 July 2025 (being the last
Business Day before the date of this Announcement) there were 482,390,225 AGA
shares in issue (excluding shares held as treasury shares).

(ii)        Premium / discount to NAV is calculated by reference to the
latest published NAV for the relevant period, sourced from AGA's financial
results, except for the preliminary unaudited Q2 2025 NAV.

(iii)       Average discount to NAV is calculated as the average over
the relevant period of the share price divided by the last reported NAV,
sourced from the AGA financial results, for each trading day.

(iv)       As at the Latest Practicable Date, there were no AGA Shares
that may be issued to any current or former director, officer, adviser or
employee of the AGA Group or the Investment Manager, pursuant to the
Investment Management Agreement, any employee share option, employee share
award or to any incentive scheme, benefit plan or arrangement relating to the
employment or engagement or the termination of the employment or engagement of
the relevant person.

(v)        Unless otherwise stated, financial information relating to
AGA has been extracted or derived (without adjustment) from the audited
consolidated financial statements for AGA for the financial year ended 31
December 2024.

(vi)       Any references to the issued and to be issued ordinary share
capital of AGA or fully diluted share capital will be 482,390,225 in total,
this is based on AGA Shares in issue as referred to in paragraph (i) above.

(vii)      The value of the Acquisition is calculated based on the total
issued and to be issued AGA Shares as set out in paragraph (ii) above.

(viii)     For the purpose only of calculating the share price premia of
the Cash Offer, the Cash Offer is illustratively equivalent to 165 pence per
AGA Share, based on the Announcement Exchange Rate.

(ix)       The offer price discount to NAV of 17.1 per cent. is based on
the 30 June 2025 preliminary unaudited Q2 2025 NAV.

(x)        The illustrative example of the economic ownership in New
Fund that Eligible Scheme Shareholders validly electing for the Alternative
offer in respect of a holding representing 1 per cent. of the AGA Shares would
have upon implementation of the Rollover is based on the expected leverage of
New Fund Group at completion of EUR 318 million, comprising EUR 260 million of
Term Facility and EUR 58 million of Revolving Facility drawdown.

(xi)       The illustrative example of the economic ownership in New
Fund that Eligible Scheme Shareholders validly electing for the Alternative
offer in respect of a holding representing 1 per cent. of the AGA Shares would
have following the Post Acquisition Issuance is based on expected Additional
Funding Amount of EUR 24 million, reflecting Bidco and Apax's current
estimation of the relevant transaction fees and the cash balance of AGA as at
Completion.

(xii)      Certain figures in this announcement have been subject to
rounding adjustments.

(xiii)     AGA's preliminary unaudited Q2 2025 NAV is detailed below; this
is the basis of the NAV per share detailed within this announcement:

 Private Equity portfolio (€m)                      940.2
 Debt (€m)                                          109.8
 Listed Equity (€m)                                 3.2
 Cash & Other (€m)                                  54.2
 Q2 2025 NAV used in per share calculations (€m)    1,107.4
 Number of shares in issue (m)                      482,390,225
 NAV per share (€)                                  2.29
 NAV per share (£)                                  1.97

 

Unless otherwise stated, all prices, closing prices and volume average
weighted share prices for AGA Shares are derived from Bloomberg. Share prices
for AGA's peers are derived from Morningstar.

 

APPENDIX III

IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

Part A: AGA Directors' Irrevocable Undertakings

Each of the following AGA Directors have given irrevocable undertakings to
vote (or procure the voting, as applicable) in favour of the Scheme at the
Court Meeting and the Resolutions at the General Meeting and, if Bidco
exercises its right to implement the Acquisition by way of a Takeover Offer
(subject to the consent of the Panel and the terms of the Co-Operation
Agreement), to accept or procure acceptance of such Takeover Offer, in each
case, in respect of all the Scheme Shares (or AGA Shares, where applicable) of
which they are the registered or beneficial holder.

 Name              Number of AGA Shares in respect of which undertaking is given  Percentage of AGA's issued share capital in respect of which undertaking is
                                                                                  given
 Karl Sternberg    53,600                                                         0.01%
 Stephanie Coxon   10,000                                                         0.00%
 Sally-Ann Farnon  43,600                                                         0.01%
 Michael Bane      53,199                                                         0.01%
 Alexander Denny   31,737                                                         0.01%
 Total:            192,136                                                        0.04%

These irrevocable undertakings will cease to be binding on the earlier of the
following occurrences:

·            Bidco announces, with the consent of the Panel and
prior to publication of the Scheme Document, that it does not intend to
proceed with the Acquisition and no new, revised or replacement Scheme or
Offer (as defined below) is announced by Bidco in accordance with Rule 2.7 of
the Takeover Code at the same time;

·            if the Scheme lapses or is withdrawn in accordance
with its terms, unless (i) a new, revised or replacement Scheme has been
announced, in accordance with Rule 2.7 of the Takeover Code, in its place; or
(ii) Bidco has publicly confirmed that it intends to proceed with the
Acquisition or to implement the Acquisition by way of a Takeover Offer, in
each case within 5 business days of such lapse or withdrawal;

·            the Acquisition has not become unconditional and
effective by 11:59 p.m. (London time) on the Long Stop Date (or such later
time and/or date as agreed between Bidco and AGA, with the approval of the
Court and/or the Panel if required); or

·            the date on which any competing offer for the entire
issued and to be issued share capital of AGA becomes or is declared wholly
unconditional or, if proceeding by way of a scheme of arrangement, becomes
effective in accordance with its terms.

 

Part B: AGA Shareholders

Each of the following AGA Shareholders have given irrevocable undertakings to
vote (or procure the voting, as applicable) in favour of the Scheme at the
Court Meeting and the Resolutions at the General Meeting and, if Bidco
exercises its right to implement the Acquisition by way of a Takeover Offer
(subject to the consent of the Panel and the terms of the Co-Operation
Agreement), to accept or procure acceptance of such Takeover Offer, in each
case, in respect of all the Scheme Shares (or AGA Shares, where applicable) of
which they are the registered or beneficial holder.

 Name                               Number of AGA Shares in respect of which undertaking is given  Percentage of AGA's issued share capital in respect of which undertaking is
                                                                                                   given
 Andrew Sillitoe                    14,450,827                                                     3.0%
 Salim Nathoo                       10,033,819                                                     2.1%
 Mitchell Truwit                    964,919                                                        0.2%
 Jodi S Truwit Irrevocable Trust    4,627,098                                                      1.0%
 Ralf Gruss                         144,956                                                        0.0%
 JARK Beteiligungs GmbH Co. KG      2,174,186                                                      0.5%
 Hokkyoku Beteiligungs GmbH Co. KG  297,206                                                        0.1%
 Berlinetta Limited                 28,778,552                                                     6.0%
 Rosalba Ventures Limited           13,229,480                                                     2.7%
 CNL Settlement                     2,526,140                                                      0.5%
 Vezelay Limited                    7,685,578                                                      1.6%
 Cristina Francesca Hall            2,737,533                                                      0.6%
 Thomas Nicholas Hall               1,144,566                                                      0.2%
 Golien Ltd                         5,886,988                                                      1.2%
 Max Burger                         7,533,129                                                      1.6%
 Antheria Holding AG                1,734,375                                                      0.4%
 HSF KG                             2,000,000                                                      0.4%
 NHSS KG                            16,380,216                                                     3.4%
 Nico Alexander Michael Hansen      5,133,401                                                      1.1%
 Sabine Sauer                       6,667,866                                                      1.4%
 Total:                             134,130,835                                                    27.8%

 

These irrevocable undertakings will cease to be binding on the earlier of the
following occurrences:

·            if the Scheme lapses or is withdrawn in accordance
with its terms, unless (i) a new, revised or replacement Scheme has been
announced, in accordance with Rule 2.7 of the Takeover Code, in its place; or
(ii) Bidco has publicly confirmed that it intends to proceed with the
Acquisition or to implement the Acquisition by way of a Takeover Offer, in
each case within 5 business days of such lapse or withdrawal; or

·            the Scheme has not become unconditional and effective
by 11:59 p.m. (London time) on the Long Stop Date (or such later time and/or
date as agreed between Bidco and AGA, with the approval of the Court and/or
the Panel if required).

In the case of Salim Nathoo, Andrew Sillitoe, Ralf Gruss, JARK Beteiligungs
GmbH Co. KG, Hokkyoku Beteiligungs GmbH Co. KG, Mitchell Truwit and the Jodi
S. Truwit Irrevocable Trust, the irrevocable undertakings also included an
undertaking to elect for the Alternative Offer in respect of all the Scheme
Shares of which they are the registered or beneficial holder, and in respect
of the Rollover Shares that they will receive pursuant to the Scheme,
undertakings to:

·            decline any opportunity to be a representative on the
Shareholder Advisory Committee at any time;

·            not provide any response (whether positive or
negative) to any request for consent in connection with a Rollover Shareholder
Consent;

·            not make any request to the New Fund Board in respect
of the redemption of any of their "Qualifying Shares" (as such term is defined
in the New Fund Information Memorandum) until the first 30 June that occurs
following the fifth anniversary of completion of the Acquisition (currently
expected to be 30 June 2031);

·            not to request to convert their Eligible Shares into
Run-Off Shares or Run-Off Investments until New Fund has subscribed for a
commitment to the Apax PE Fund to be known as Apax XIII (or similar), save in
circumstances where the Ares has been fully redeemed or elected to convert 100
per cent. of its Eligible Shares into Run-Off Investments prior to such
commitment; and

·            not to seek to Transfer any of their Rollover Shares
until the fifth anniversary of the closing of the Acquisition, except for a
Transfer to close family members, vehicles under their control (or their close
family's control), family trusts, foundation or similar arrangement or, any
company, partnership or other entity, in the case for bona fide personal tax
planning purposes.

Part C: AGA Shareholders' letters of intent

Each of the following AGA Shareholders have given letters of intent to vote in
favour of the Scheme and, if Bidco exercises its right to implement the
Acquisition by way of a Takeover Offer (subject to the consent of the Panel
and the terms of the Co-Operation Agreement), to accept or procure acceptance
of such Takeover Offer. These letters of intent are not binding.

 

 Name                                                             Number of AGA Shares in respect of which letter of intent is given  Percentage of AGA's issued share capital in respect of which letter of intent
                                                                                                                                      is given
 City of London Investment Management Company Limited             7,709,703                                                           1.6%
 Accounts managed by Towers Watson Investment Management Limited  26,185,000                                                          5.4%
 Total:                                                           33,894,703                                                          7.0%

 

 

APPENDIX IV

THE WIDER NEW FUND GROUP AND THE ROLLOVER SHARES

1          Additional information in respect of the Wider New Fund
Group

Apax Holdco is owned by the Hirzel IV Purpose Trust. New Fund is a
wholly-owned subsidiary of Apax Holdco and was formed for the purpose of
implementing the Acquisition. Each of Midco and Bidco is a direct or indirect
wholly-owned subsidiary of New Fund. None of New Fund, Midco or Bidco have
traded since the date of their incorporation nor entered into any obligations,
other than in connection with the Acquisition.

New Fund is a non-cellular company limited by shares incorporated on 1 July
2025 under the laws of Guernsey. The share capital of New Fund currently
comprises 1 ordinary share of US$1.00 but will be reorganised on or prior to
the Effective Date so that it comprises New Fund A1 Shares, New Fund A2 Shares
and Rollover Shares on the terms to be set out in the Scheme Document. The New
Fund A1 Shares will be held by Apax Holdco, the New Fund A2 Shares will be
held by Ares and the Rollover Shares will be held by Eligible Scheme
Shareholders who elect for the Alternative Offer.

Midco is wholly-owned by New Fund. Midco is a non-cellular company limited by
shares incorporated on 1 July 2025 under the laws of Guernsey. The share
capital of Midco currently comprises 1 ordinary share of US$1.00.

Bidco is wholly-owned by Midco. Bidco is a non-cellular company limited by
shares incorporated on 1 July 2025 under the laws of Guernsey. The share
capital of Bidco currently comprises 1 ordinary share of US$1.00.

Between the date of this Announcement and the Completion Date, no member of
the New Fund Group is expected to conduct any business or activities other
than in connection with the Acquisition.

Set out below is a summary of the proposed provisions of the New Fund
Information Memorandum and the New Fund Articles, which will govern the terms
on which Eligible Scheme Shareholders who elect for the Alternative Offer
will, subject to implementation of the Rollover, hold the Rollover Shares.
Further details will be included in the Scheme Document.

2          Rollover Mechanics

If the Scheme becomes effective, Eligible Scheme Shareholders that validly
elect to receive consideration by means of the Alternative Offer (the "Rolling
Shareholders") will receive their Rollover Shares pursuant to the Rollover
whereby on or shortly following the Effective Date:

(a)  First Exchange - first, the relevant Scheme Shares of the Rolling
Shareholders will be exchanged for ordinary shares to be issued by Bidco
pursuant to the Scheme on a one for one basis (the "Bidco Rollover Shares");

(b)  Second Exchange - second, and immediately following the first exchange,
the Bidco Rollover Shares will be exchanged for ordinary shares to be issued
by Midco on a one for one basis (the "Midco Rollover Shares"); and

(c)  Third Exchange - finally, and immediately following the second exchange,
the Midco Rollover Shares will be exchanged for Rollover Shares to be issued
by New Fund on a one-for-one basis and to which Eligible Scheme Shareholders
are entitled in accordance with the Alternative Offer,

provided that (i) the second exchange will be subject to and conditional upon
the exercise of a put option by each of the Rolling Shareholders, or a call
option by Midco, and (ii) the third exchange will be subject to and
conditional upon the exercise of a put option by each of the Rolling
Shareholders, or a call option by New Fund, in each case in relation to all of
the securities to be exchanged by the relevant Rolling Shareholder in
connection with the relevant exchange. Eligible Scheme Shareholders who elect
for the Alternative Offer will, pursuant to a power of attorney granted by
them pursuant to the Scheme, sign (in such form as Bidco may require) the put
and call deeds and/or any exchange agreement, transfer, instrument, or other
document deemed by Bidco (in its absolute discretion) to be necessary or
desirable to effect the Rollover as conditions of such election, including any
appropriate employment tax elections (together the "Rollover Exchange
Documents"). The Rollover Exchange Documents will be on terms customary for a
rollover of this nature.

3          Terms of issue of Rollover Shares

The Rollover Shares (and the Bidco Rollover Shares and Midco Rollover Shares)
to be issued to Eligible Scheme Shareholders who elect for the Alternative
Offer in accordance with the Rollover will be issued credited as fully paid.

4          Rights of the Rollover Shares

(A)        Economic Rights

Other than as set out below or as otherwise set out in the New Fund
Information Memorandum: (i) each Rollover Share shall entitle its holder to
receive, on a pro-rata basis with the New Fund A2 Shares, any distribution,
dividend and/or return of proceeds declared, made or paid by the New Fund; and
(ii) the New Fund A2 Shares and the Rollover Shares shall rank pari passu as
regards any distributions, dividends, returns of income or capital made by New
Fund. Dividends and/or distributions may be declared and/or made from time to
time at a frequency determined by the New Fund Board. All distributions made
by New Fund shall be in US dollars.

Within thirty (30) calendar days of Excess Cash becoming available for
distribution, New Fund shall distribute Excess Cash on a pro rata basis in
accordance with the New Fund Information Memorandum.

Tax-related redemptions

Depending on the tax laws of the jurisdiction in which Rollover Shareholders
are resident for tax purposes, Rollover Shareholders may be subject to tax in
respect of or in connection with the Rollover (and may not be able to defer or
"roll over" any such tax until the time that the Rollover Shareholders dispose
of their Rollover Shares) ("Transaction-Related Tax"). To the extent that
Rollover Shareholders suffer a Transaction-Related Tax, they will be provided
with the opportunity to submit a request to the New Fund Board at any time
prior to 30 April 2026 to redeem such portion of their Rollover Shares (at a
redemption price equal to the NAV of New Fund attributable to the relevant
shares) as will result in a cash amount payable to the relevant Rollover
Shareholder as is equal to the relevant Transaction-Related Tax that is
payable or suffered by the relevant Rollover Shareholder ("Tax-Related
Redemptions Request"). All Tax-Related Redemptions Requests will be subject to
(i) the New Fund Board being satisfied, in its reasonable discretion, that it
has been provided with sufficient evidence that, among other things, the
relevant Rollover Shareholder has incurred or suffered, or will incur and
suffer, the Transaction-Related Tax, and (ii) an aggregate cap of USD
$25,000,000, such that if the aggregate redemption price of all approved
Tax-Related Redemptions Requests exceeds USD $25,000,000, all approved
Tax-Related Redemptions Requests will be scaled back pro rata (a "Pro-Rata
Scale Back"). Rollover Shareholders will therefore be required to fund all or
part of the cost of any Transaction-Related Tax to the extent that their
Tax-Related Redemptions Request (i) is not approved by the New Fund Board on
the grounds that it lacks sufficient evidence, or (ii) is subject to a
Pro-Rata Scale Back.

Voluntary redemptions

On an annual basis beginning on 30 June 2027 and each 30 June occurring
thereafter ("Redemption Date"), any New Fund Shareholder shall have the
opportunity to make an election within at least 90 days prior to the
Redemption Date (a "Voluntary Redemption Election") that New Fund redeem such
number of its New Fund Shares (per annum) that is up to 10 per cent. of its
original holding of New Fund Shares (or such higher proportion as agreed with
New Fund), at a redemption price per New Fund Share at a discount equal to 10
per cent. of NAV of New Fund attributable to such New Fund Shares for the
first such eligible Redemption Date, with such applicable discount reducing by
250 basis points for each subsequent annual eligible Redemption Date until the
discount is reduced to zero, provided that if such New Fund Shareholder does
not exercise its redemption rights in respect of one or more eligible
Redemption Dates, the discount applicable in connection with any subsequent
annual eligible Redemption Date will be adjusted as if such New Fund
Shareholder had exercised its redemption rights on each preceding eligible
Redemption Date.

New Fund Shares will not be redeemed in circumstances where there is a
suspension of the calculation of NAV of New Fund and/or any class of New Fund
Shares. Voluntary redemptions shall only be made from Excess Cash. New Fund
shall not be obliged to effect any redemptions which, in the reasonable
opinion of the New Fund Board acting in good faith, would or might leave New
Fund insolvent or with insufficient funds or profits to meet any present or
future contemplated obligations, liabilities or contingencies or would result
in New Fund not being able to satisfy the "solvency test" (as defined in the
Companies Law).

If the New Fund Board determines that it cannot satisfy all Voluntary
Redemption Elections at any one time, then the New Fund Shares subject to such
Voluntary Redemption Election(s) with respect to such Redemption Date will be
redeemed on a pro rata basis. Unless New Fund agrees otherwise, unsatisfied
Voluntary Redemption Elections will not be automatically resubmitted for the
next available Redemption Date.

Run-off interests

During the 24 month period following the date which is determined to be the
"First Closing Date" of Apax XII (in accordance with the fund documentation
governing Apax XII) and thereafter during the 24 month period following the
date on which New Fund first makes a commitment to each subsequent Flagship
Buyout Fund, each New Fund Shareholder may elect to put:

(a)  in the case of Ares, up to 100 per cent.; and

(b)  in the case of the Rollover Shareholders, 100 per cent.,

of its Eligible Shares into Run-Off Shares (each, a "Run-Off Election"),
provided that: (i) each such Run-Off Election shall be irrevocable unless
otherwise agreed by the New Fund Board in its sole discretion; (ii) with
respect to any given twenty-four (24) month period described above, Run-Off
Elections may only be made on days that are the first day of such period or
the six-month, twelve-month, eighteen-month and twenty-four month
anniversaries of the first day of such period and the run-off process with
respect to each such Run-Off Election shall commence as of the first business
day following the quarter-end date that is at least 90 days after the date of
such Run-Off Election; and (iii) Ares shall not be permitted to make more than
one Run-Off Election in any given twenty-four (24) month period. Following a
Run-Off Election relating to a portion of its Eligible Shares, Ares shall be
entitled to make additional Run-Off Elections from time to time in respect of
all or a portion of the remainder of its New Fund Shares in the manner
described above.

Run-Off Shares will be issued as one or more series of a run-off class of
non-voting participating shares of New Fund, in each case redeemable solely at
the discretion of the New Fund Board. Run-Off Shares will thereafter not be
allocated any new investments of New Fund and Excess Cash attributable to
Run-Off Shares will not be applied towards making new or additional
commitments to invest in any Apax Fund. Run-Off Shares shall not be liable
with respect to any new investments of New Fund or liabilities arising in
connection therewith, including for tax purposes. With respect to any New Fund
Shareholder that holds Run-Off Shares as well as New Fund Shares that are not
Run-Off Shares, the New Fund Board shall take such steps as are necessary to
ensure that New Fund's investments and liabilities that are attributable to
such New Fund Shareholder's Run-Off Shares are tracked separately from New
Fund's investments and liabilities that are attributable to such New Fund
Shareholder's New Fund Shares that are not Run-Off Shares.

If, at any time, the number of outstanding Run-Off Shares exceeds the number
of outstanding shares that are not Run-Off Shares, then the New Fund Board may
require the holders of outstanding Rollover Shares that are not Run-Off Shares
to convert 100 per cent. of such outstanding Rollover Shares into Run-Off
Shares.

Excess Cash attributable to Run-Off Shares which prior to conversion into
Run-Off Shares were New Fund Shares other than New Fund A2 Shares will be
applied towards the compulsory redemption of the Run-Off Shares, in one or
more tranches, promptly after such cash becomes available, save to the extent
that the New Fund Board determines that such cash is required for the
settlement of, or creation of reserves for, costs, expenses or liabilities
attributable to such Run-Off Shares (including repayment of debt, obligations
to meet capital calls from the underlying Apax Funds in which such Run-Off
Shares are indirectly invested and repayment of any borrowings attributable to
such Run-Off Shares).

Excess Cash attributable to Run-Off Shares which prior to conversion into
Run-Off Shares were New Fund A2 Shares will be distributed promptly after such
cash becomes available. Such Run-Off Shares will automatically be cancelled
upon liabilities in respect of the last Apax Fund in which the Run-Off Shares
hold an indirect attributable interest are extinguished.

(B)        Governance and Voting Rights

Board

New Fund is managed by the New Fund Board, which is responsible for the
overall management and control of New Fund. New Fund Board may delegate, under
its responsibility, certain of its functions.

Only the New Fund A1 Shares will carry the right to appoint directors to the
New Fund Board, which as at the Effective Date shall comprise three directors
appointed by Apax Holdco other than in the limited circumstance of a cause
event occurring with respect to New Fund in which case replacement directors
of the Board may be appointed pursuant to a New Fund Shareholder Consent.

General Meetings

Every holder of one or more New Fund A1 Shares on the date on which either a
written resolution is circulated or a general meeting is held and who is
present at such meeting shall, subject to the New Fund Articles, have one vote
for each New Fund A1 Share.

New Fund A2 Shares and Rollover Shares will not carry any right to receive
notice of, attend or vote at general meetings of New Fund, though New Fund A2
Shares and Rollover Shares will have limited voting rights in respect of
matters requiring a New Fund Shareholder Consent and Rollover Shares will have
limited voting rights in respect of matters requiring a Rollover Shareholder
Consent. On and from the issuance of the New Fund A2 Shares and Rollover
Shares, the Ares Funds will hold a majority of the voting rights and have the
ability to pass New Fund Shareholder Consent matters unilaterally.

Shareholder Advisory Committee

A New Fund Shareholder advisory committee shall be appointed within six months
of the Effective Date (the "Shareholder Advisory Committee"). The Shareholder
Advisory Committee shall comprise: (i) two individual representatives to be
appointed by Ares, and (ii) one individual representative to be nominated by
the New Fund Board and approved by the Rollover Shareholders by way of a
Rollover Shareholder Consent.

Individual representatives on the Shareholder Advisory Committee shall not owe
any fiduciary duties, trust or similar obligations arising from or in
connection with services performed as a member of the Shareholder Advisory
Committee.

The New Fund Board will consult with the Shareholder Advisory Committee on:

(a)  the performance of New Fund;

(b)  the valuation of any assets of the Fund (where considered necessary by
the New Fund Board or upon the request of the Shareholder Advisory Committee);

(c)  any adjustments to the value of underlying investments to reflect a
premium or discount in the NAV; and

(d)  the annual New Fund ongoing expenses budget if there is an increase of
more 10 per cent. year-on-year (from the second financial year of New Fund
onwards and upon the request of the Shareholder Advisory Committee).

New Fund Shareholder Consent

The New Fund Board will not take any of the following actions without a New
Fund Shareholder Consent:

(a)  any changes to the investment strategy or policy of New Fund;

(b)  any decision by the New Fund Board which would have a material adverse
effect on the interests of any class of New Fund Shareholders as a whole that
is materially disproportionate to the effect on the other New Fund Shareholder
classes; and

(c)  certain decisions relating to the future commitments of New Fund to Apax
Funds, certain amendments to the New Fund Information Memorandum and certain
decisions relating to New Fund Share issuances.

On and from the issuance of the New Fund A2 Shares and Rollover Shares, the
Ares Funds will hold a majority of the aggregate Voting Interests and will
have the ability to pass New Fund Shareholder Consent matters unilaterally.

Notwithstanding the above, with respect to any New Fund Shareholder Consent
matter described in paragraph (b) above where the relevant decision of the New
Fund Board would have a material adverse effect on the interests of the
Rollover Shareholders as a whole, then such matter shall, instead of a New
Fund Shareholder Consent, require a Rollover Shareholder Consent.

(C)        Transfers

Rollover Shareholders cannot transfer, sell, assign, pledge, encumber, grant
security or an option or other right over or otherwise dispose ("Transfer") of
all or any of their Rollover Shares without the prior written consent of the
New Fund Board. The New Fund Board reserves the right to cancel or
compulsorily redeem any New Fund Shares transferred in breach of the transfer
restrictions set out in the New Fund Information Memorandum and the New Fund
Articles, with such redemption to be at a price equal to the most recently
available NAV per share attributable to such New Fund Shares to be redeemed,
less a discretionary deduction of up to 25 per cent. of the relevant NAV.

Any Rollover Shareholder wishing to Transfer all or any of its Rollover Shares
will be required to give the New Fund Board prior written notice with the
information required under the New Fund Information Memorandum and New Fund
Articles, and any transferee will need to comply with the various processes
(including providing the necessary information) as required by the New Fund
Board, as may be reasonably requested in order to: (a) determine that the
transferee is not a Restricted Shareholder; and (b) ensure compliance of Apax
and its Affiliates and/or members of the New Fund Group with applicable laws.

The absence of a favourable response from the New Fund Board within thirty
(30) calendar days shall be considered as a refusal of such Transfer.

(D)        Additional New Fund Securities Issues and Pre-emption Rights

Additional New Fund Securities Issues and additional classes

New Fund may only issue New Fund Shares and/or additional classes of New Fund
Shares whose features may differ from the existing classes of New Fund Shares
in the following circumstances:

(a)  as necessary or desirable to address the consequences of events provided
for in the New Fund Information Memorandum including for the purposes of
redemptions and the Run-Off process or otherwise with the prior approval of a
New Fund Shareholder Consent, each as described further in Section 4(A) of
this Appendix IV;

(b)  to New Fund A2 Shareholders in connection with the financing of the
transaction (including in relation to relevant fees, costs and expenses);

(c)  following the earlier of the date on which the New Fund A2 Shares have
been redeemed in full and the date on which Ares has elected to convert all of
its Eligible Shares into Run-Off Shares, New Fund may issue additional New
Fund Shares of a new class to any existing and/or new shareholders (in its
sole discretion) in accordance with the pre-emption regime described below,
and raise additional capital in order to make commitments to invest in any
Apax Funds; and

(d)  where the New Fund Board has reasonably determined that, without raising
additional capital, New Fund will be unable to satisfy any current or
contingent liability of the New Fund (which is not a new commitment to invest
in any new Apax Fund), New Fund may issue additional New Fund Shares of a new
class to any existing and/or new shareholders (in its sole discretion) in
accordance with the pre-emption regime described below.

Any such issue of New Fund Shares pursuant to paragraphs (c) or (d) above
shall be considered a "Pre-Emption Issue", other than, in the case of (d), any
issue with a New Fund Shareholder Consent.

For the avoidance of doubt, provided New Fund complies with the foregoing,
securities (including a preferred interest in New Fund) may be issued to
third-party investors.

The complete list of available New Fund Share classes will be available at the
registered office of New Fund. No Rollover Shareholder will be required to
subscribe for any newly issued New Fund Shares without such Rollover
Shareholder's prior written consent.

Pre-emption rights

New Fund shall deliver to each New Fund Shareholder a written notice (the
"Pre-Emption Notice") of each Pre-Emption Issue. Such Pre-Emption Notice shall
set out the relevant pro rata entitlement of each New Fund Shareholder to the
relevant New Fund Shares (as determined on a pro rata basis rounded to the
nearest unit number), the aggregate subscription price for each such
entitlement and a description of the terms in relation to such New Fund Shares
(which may include terms constituting a preferred interest relative to the
then-existing New Fund Shares).

The New Fund Board shall create an additional class of New Fund Shares with
respect to such New Fund Shares, and New Fund Shareholders who do not hold any
New Fund Shares in such new class shall not be subject to any liabilities of
New Fund which are attributable to such new class. The New Fund Board may make
such adjustments with respect to the allocation of New Fund's investments and
liabilities to such new class as it reasonably determines are necessary or
appropriate to give effect to the intention of this paragraph and/or to deal
equitably as between the New Fund Shareholders.

Each New Fund Shareholder shall have the option, exercisable at any time
within 15 Business Days of receipt of the relevant Pre-Emption Notice by
delivering written notice to New Fund, to subscribe for or otherwise acquire,
on the same terms as those of the issue of the relevant New Fund Shares to
each other New Fund Shareholder, any number of such New Fund Shares up to such
New Fund Shareholder's pro rata share of such New Fund Shares and to fully
fund such subscription or acquisition. If a New Fund Shareholder fails to
deliver a notice referred to in this paragraph within the period referred to
in this paragraph, any rights which such New Fund Shareholder may have had to
subscribe for or acquire any of such offered New Fund Shares shall be
extinguished, and the New Fund Board may issue such offered New Fund Shares in
the following priority order: first, to any other existing shareholders that
have already elected to acquire the offered New Fund Shares, and second, any
remainder that has not been taken up by the existing shareholders may be
offered to new shareholders on terms no more favourable to such other existing
and/or new shareholders than those described in the Pre-Emption Notice.

Each New Fund Shareholder shall take or cause to be taken all such actions as
may be necessary or reasonably desirable in connection with the issue of
additional New Fund Shares pursuant to the terms of the New Fund Information
Memorandum and the New Fund Articles, including executing, acknowledging and
delivering consents, assignments, waivers, and other documents or instruments;
furnishing information and copies of documents; filing applications, reports,
returns, filings and other documents or instruments with governmental
authorities, and otherwise cooperating with the New Fund Board and the other
New Fund Shareholders.

No New Fund Shares shall be issued to any subscriber that has subscribed for
or otherwise agreed to acquire shares and has not funded the subscription or
acquisition price.

(E)        Future commitments

New Fund will make commitments to next generation Apax Funds ("Next Generation
Apax Funds"), including:

(a)  US$500 million in the fund to be known as "Apax XII" ("Apax XII"), which
may be increased with a New Fund Shareholder Consent; and

(b)  in addition to the commitment pursuant to paragraph (a) above, US$100
million in aggregate across funds raised by Apax (including Apax XII),
provided that:

(i)   no such commitment will be made to any Apax Mid-Market Israel funds
("Apax MI Funds");

(ii)   no more than US$50 million in aggregate will be committed to any
single Next Generation Apax PE Fund; and

(iii)  no more than US$80 million in aggregate will be committed to any two
Next Generation Apax Funds,

excluding, for the avoidance of doubt, for the purposes of (ii) and (iii)
above, any commitment to Apax XII pursuant to paragraph (a) above.

Subject to having sufficient liquidity to do so (based on the reasonable
judgement of the New Fund Board), New Fund will also continue to invest in
Apax Funds beyond the Next Generation Apax Funds, including successor funds to
Apax XII (Apax XII and its successor funds together, the "Flagship Buyout
Funds"), and for so long as the Ares has not been fully redeemed or elected to
convert 100 per cent. of its Eligible Shares into Run-Off Shares, any
additional such commitments shall be subject to a New Fund Shareholder
Consent, such consent not to be unreasonably withheld, conditioned or delayed,
provided that no such commitment will be made to any Apax MI fund or any Apax
Fund that does not have a private equity strategy.

(F)        Terms of Alternative Offer in the event of a switch

In the event that Bidco elects, with the consent of the Panel and subject to
the terms of the Co-Operation Agreement, to switch to an Offer, and less than
one hundred per cent. of the AGA Shares are acquired by Bidco, the Alternative
Offer Maximum and the Alternative Offer Minimum may each be amended by Bidco
with the consent of the Panel.

(G)        Annual Report and Information Rights

New Fund will prepare and distribute its audited annual report, established in
accordance with the International Financial Reporting Standards and the
Companies Law, to New Fund Shareholders within 140 days after the end of each
financial year. The audited annual report will contain financial statements
audited by New Fund's auditor.

New Fund will also distribute quarterly reports with summary information in
relation to each fiscal quarter.

Rollover Shareholders shall otherwise have no information rights, other than
the very limited rights available to them under the Companies Law or as the
New Fund Board deems appropriate.

(H)        Leverage

New Fund shall target permanent leverage of up to 40% of NAV. In addition,
short term cash flows may be managed by utilising the Revolving Facility
(sized at up to c. 15% of NAV) to the extent undrawn (including for capital
calls, fees and redemptions), resulting in a theoretical maximum leverage of
55% of NAV (assuming the Revolving Facility is fully drawn).

(I)         Fees

No Rollover Shareholder or any of its Affiliates will be entitled to receive
any management, transaction, investment, or monitoring fees from any member of
the New Fund Group (including, following the Effective Date, the AGA Group).

Additionally, no management fees and no carry will be applicable at the New
Fund level.

New Fund will bear all New Fund Joint Expenses and New Fund Lead Expenses up
to the New Fund Capped Amount, provided that New Fund will not bear any New
Fund Lead Expenses in excess of the New Fund Lead Expenses Capped Amount. In
addition, New Fund will bear all New Fund Expenses.

(J)        Term

The term of New Fund will end following the winding up of the last Apax Fund
in which it holds an interest.

(K)        Amendments to the New Fund Articles and New Fund Information
Memorandum

Amendments to the New Fund Articles

The New Fund Articles may be amended by special resolution of the members of
New Fund, being a resolution passed by a majority of not less than 75%.

A written resolution is passed by a majority of not less than 75% if it is
passed by members representing not less than 75% of the total voting rights of
eligible members. A resolution passed at a meeting on a show of hands is
passed by a majority of not less than 75% if it is passed by not less than 75%
of (a) the members who, being entitled to do so, vote in person on the
resolution and (b) the persons who vote on the resolution as duly appointed
proxies of members entitled to vote on it. A resolution passed on a poll taken
at a meeting is passed by a majority of not less than 75% if it is passed by
members representing not less than 75% of the total voting rights of the
members who, being entitled to do so, vote in person or by proxy on the
resolution.

The New Fund A1 Shares are the only shares which entitle the holders thereof
to vote on a special resolution of the members of New Fund. Any amendment to
the New Fund Articles which would constitute a variation of the rights
attaching to any class of New Fund Share would also require the consent in
writing from the holders of 75% in value of the issued New Fund Shares of that
class (excluding any treasury shares) or the sanction of a special resolution
passed at a separate general meeting of the shareholders of that class
sanctioning the variation.

Amendments to the New Fund Information Memorandum

The New Fund Information Memorandum may be amended by the New Fund Board with
prior New Fund Shareholder Consent. On and from the issuance of the New Fund
A2 Shares and Rollover Shares, the Ares Funds will hold a majority of the
voting rights and have the ability to pass New Fund Shareholder Consent
matters unilaterally.

The New Fund Information Memorandum may be amended without a New Fund
Shareholder Consent but with the prior written consent of the New Fund A1
Shareholder, where the New Fund Board, acting in good faith, determines that
such amendment:

(a)  is necessary or desirable to cure any ambiguity or correct or supplement
any provision of the New Fund Information Memorandum which is incomplete or
inconsistent with any other provision of the New Fund Information Memorandum
or to correct any printing, stenographic or clerical error or omission; or

(b)  is necessary to address any change in, or to effect compliance by New
Fund with applicable law or regulation,

provided, that if such amendment would have a material adverse effect on the
interests of any one class of New Fund Shareholders as whole that is
disproportionate to the effect on the other classes of New Fund Shareholders,
then such amendment shall require prior New Fund Shareholder Consent.

(L)        Side Letters

New Fund may enter into a side letter, agreement or other similar arrangement
with Ares (a "Side Letter") that has the effect of establishing rights or
otherwise benefiting Ares in a manner which is in any respect more favourable
to Ares than the rights and benefits established in favour of the other New
Fund Shareholders under the New Fund Information Memorandum and/or the New
Fund Articles; and any such Side Letter may, as between New Fund and Ares
only, modify the application of the terms of the New Fund Information
Memorandum and/or the New Fund Articles in respect of Ares.

(M)       Governing Law and Jurisdiction

The New Fund Information Memorandum and the rights and obligations of the
parties arising out of or in connection with it, whether contractual,
non-contractual or pre-contractual, are governed by the laws of Guernsey. The
Courts of Guernsey shall have exclusive jurisdiction to settle any dispute
arising from or connected with the New Fund Information Memorandum, including
a dispute regarding the existence, validity or termination of the New Fund
Information Memorandum or the consequences of its nullity or relating to any
contractual or non-contractual obligation arising out of or in connection with
the New Fund Information Memorandum, and each party irrevocably submits to the
exclusive jurisdiction of such courts.

(N)        Conflicts of Interest in relation to New Fund

Due to the nature and scale of the Apax group's operations and New Fund's
investment strategy, instances may arise where the interests of New Fund
conflict with interests of one or more of the New Fund Board, members of the
Apax group, other Apax Funds and/or Apax personnel. A non-exhaustive list of
potential conflicts of interest in relation to New Fund is set forth in the
New Fund Information Memorandum and should be evaluated carefully before
making an investment in New Fund.

By subscribing for New Fund Shares or (where applicable) electing for the
Alternative Offer, each New Fund Shareholder will be deemed to have
acknowledged the existence of such potential conflicts of interest and to have
waived any claim with respect to any liability arising from the existence of
any such conflicts of interest.

 

APPENDIX V

DEFINITIONS

The following definitions apply throughout this Announcement unless the
context requires otherwise:

 "Acquisition"                           the direct or indirect acquisition by Bidco of the entire issued and to be
                                         issued ordinary share capital of AGA, to be effected by means of the Scheme
                                         (or, should Bidco elect, subject to the consent of the Panel and the terms of
                                         the Co-Operation Agreement, by means of a Takeover Offer), and, where the
                                         context admits, any subsequent revision, variation, extension or renewal
                                         thereof;
 "Affiliates"                            (a)     in respect of any person, any other person directly or indirectly
                                         Controlled by, or Controlling, or under common Control with, that person; and

                                         (b)     in respect of Apax, includes: (i) any subsidiary undertaking of
                                         Apax, any parent undertaking of Apax (whether direct or indirect) and any
                                         subsidiary undertaking of such parent undertaking; and (ii) any fund advised
                                         by Apax and the general partner or manager of any such fund, in each case from
                                         time to time;
 "AGA"                                   Apax Global Alpha Limited, a closed-ended investment company registered in
                                         Guernsey with the registration number 59939;
 "AGA Board"                             the board of directors of AGA;
 "AGA Directors"                         the directors of AGA;
 "AGA Group"                             AGA and its subsidiary undertakings and, where the context permits, each of
                                         them, from time to time;
 "AGA Shareholders" or "Shareholders"    the holders of AGA Shares;
 "AGA Shares"                            the existing issued and fully paid ordinary shares with no par value each in
                                         the capital of AGA from time to time, excluding treasury shares;
 "AIF"                                   alternative investment fund;
 "Alternative Offer"                     the alternative to the Cash Offer whereby Eligible Scheme Shareholders may
                                         elect to receive the consideration applicable to their holding of Scheme
                                         Shares in Rollover Shares at a ratio of 1 Rollover Share to every 1 Scheme
                                         Share (subject to the Minimum Rollover Percentage, the implementation of the
                                         Rollover, any 'scale back' as a result of the Rollover Offer Maximum, the
                                         terms summarised in Appendix IV and the full terms and conditions that will be
                                         set out in the Scheme Document);
 "Announcement"                          this announcement (including the summary and Appendices to it) made pursuant
                                         to Rule 2.7 of the Takeover Code;
 "Announcement Exchange Rate"            the exchange rate of EUR1.1536:£1.00 derived from Bloomberg as at 5.00 p.m.
                                         on the Latest Practicable Date;
 "Apax"                                  Apax Partners LLP;
 "Apax Funds"                            has the meaning given to that term in paragraph 8 of this Announcement;
 "Apax Holdco"                           Apax Guernsey (Holdco) PCC Limited acting in respect of its AGA cell;
 "Apax MI Funds"                         has the meaning given to that term in section 4(E) of Appendix IV;
 "Apax Rollers"                          those Rollover Shareholders who are a member, director, officer, partner or
                                         employee of Apax (or an Affiliate of Apax) as at the Completion Date;
 "Apax XII"                              has the meaning given to that term in section 4(E) of Appendix IV;
 "Ares"                                  Ares Management LLC;
 "Ares Commitment"                       the equity investment commitment to New Fund in order to make available to
                                         Bidco funds in connection with the Acquisition, as reflected in the Equity
                                         Commitment Letter;
 "Ares Funds"                            the funds, accounts or persons managed, advised or sub-advised by Ares and/or
                                         its Affiliates which have entered into the Ares Commitment and such other
                                         funds, accounts or persons managed, advised or sub-advised by Ares and/or its
                                         Affiliates as may become equity investors in New Fund pursuant to the Ares
                                         Commitment;
 "Articles"                              the articles of incorporation of AGA, as amended from time to time;
 "Authorisations"                        regulatory authorisations, orders, recognitions, grants, consents, clearances,
                                         confirmations, certificates, licences, permissions or approvals;
 "Bidco"                                 Janus Bidco Limited incorporated in Guernsey with registered number 76029;
 "Bidco Proposal"                        has the meaning given to that term in paragraph 6 of this Announcement;
 "Bidco Rollover Shares"                 has the meaning given to that term in section 2 of Appendix IV;
 "Business Day"                          a day (other than Saturdays, Sundays and public holidays in the United Kingdom
                                         and Guernsey) on which banks are open for business in the City of London or
                                         Guernsey;
 "Cash Consideration"                    the cash amount payable by Bidco under the Cash Offer in respect of each AGA
                                         Share, as may be adjusted in accordance with the terms of the Acquisition as
                                         set out in this Announcement;
 "Cash Offer"                            the cash offer being made by Bidco to AGA Shareholders in connection with the
                                         Acquisition, being €1.90 in cash for every AGA Share held as at the Scheme
                                         Record Time;
 "Companies Law"                         the Companies (Guernsey) Law, 2008, as amended;
 "Completion"                            completion of the Acquisition;
 "Completion Date"                       the date on which Completion occurs;
 "Conditions"                            the conditions to the implementation of the Acquisition, as set out in
                                         Appendix I to this Announcement and to be set out in the Scheme Document;
 "Confidentiality Agreement"             the confidentiality agreement entered into between Bidco and AGA dated 7 July
                                         2025, as described in paragraph 14 of this Announcement;
 "Control"                               (together with its correlative meanings, "Controlled by", "Controlling" and
                                         "under common Control with") means with respect to any other person, the
                                         possession, directly or indirectly, of power to direct or cause the direction
                                         of management or policies of such person (whether through ownership of voting
                                         securities or partnership or other ownership interests, by contract or
                                         otherwise);
 "Co-Operation Agreement"                the co-operation agreement entered into between Bidco and AGA and dated on the
                                         date of this Announcement, as described in paragraph 14 of this Announcement;
 "Court"                                 the Royal Court of Guernsey;
 "Court Hearing"                         the hearing by the Court to sanction the Scheme under Part VIII of the
                                         Companies Law, and any adjournment, postponement or reconvening thereof;
 "Court Meeting"                         the meeting or meetings of the Scheme Shareholders to be convened pursuant to
                                         an order of the Court pursuant to section 107 of the Companies Law, notice of
                                         which will be set out in the Scheme Document, for the purpose of considering
                                         and, if thought fit, approving the Scheme, including any adjournment or
                                         reconvening thereof;
 "Court Order"                           the order of the Court sanctioning the Scheme under Part VIII of the Companies
                                         Law;
 "CREST"                                 the CREST system, as defined in the CREST Regulations;
 "CREST Regulations"                     the Uncertificated Securities (Guernsey) Regulations, 2009 (SI 2009 No. 48),
                                         as amended from time to time;
 "Dealing Disclosure"                    an announcement pursuant to Rule 8 of the Takeover Code containing details of
                                         dealings in interests in relevant securities of a party to an offer;
 "Disclosed"                             the information disclosed by or on behalf of AGA: (i) in the annual report of
                                         the AGA Group for the year to 31 December 2024; (ii) in this Announcement;
                                         (iii) in any other announcement to a Regulatory Information Service by or on
                                         behalf of AGA prior to the publication of this Announcement; or (iv) as
                                         otherwise fairly disclosed to Bidco (or its respective officers, employees,
                                         agents or advisers) prior to the date of this Announcement (including all
                                         matters fairly disclosed in the written documentation and information provided
                                         in an electronic data room created by or on behalf of AGA);
 "EEA"                                   European Economic Area;
 "Effective Date"                        either the date on which:

                                         (a)     if the Acquisition is implemented by way of Scheme, the Scheme
                                         becomes effective in accordance with its terms; or

                                         (b)     if the Acquisition is implemented by way of a Takeover Offer, the
                                         date on which such Takeover Offer becomes or is declared unconditional in
                                         accordance with the requirements of the Takeover Code;
 "Eligible Scheme Shareholder"           a Scheme Shareholder that is not a Restricted Shareholder;
 "Eligible Shares"                       100% of the New Fund Shares held by each New Fund Shareholder immediately
                                         prior to the first time that such New Fund Shareholder exercises an option to
                                         convert its shares into Run-Off Shares;
 "Equity Commitment Letter"              the equity commitment letter entered into between Topco, Bidco and certain
                                         Ares Funds dated on or about the date of this Announcement;
 "Excess Cash"                           any cash in hand or on deposit, notes and bills payable on demand and accounts
                                         receivable of New Fund, in each case which is not reasonably required for
                                         working capital purposes or for the settlement of, or creation of reasonable
                                         reserves (as disclosed to the shareholders holding New Fund A2 Shares) for
                                         anticipated fees, costs, expenses or liabilities of New Fund (including
                                         repayment of debt, obligations to meet capital calls from any investment made
                                         or proposed to be made by New Fund, and satisfaction of redemption requests);
 "Excluded Shares"                       AGA Shares at any relevant time which (if any):

                                         (a)     are registered in the name of or beneficially owned by Bidco or
                                         any member of the Wider New Fund Group or any other person holding shares in
                                         Bidco; or

                                         (b)     are held as treasury shares;
 "FCA" or "Financial Conduct Authority"  the Financial Conduct Authority acting in its capacity as the competent
                                         authority for the purposes of Part VI of the UK Financial Services and Markets
                                         Act 2000;
 "Flagship Buyout Funds"                 has the meaning given to that term in section 4(E) of Appendix IV;
 "Form of Election"                      the form of election to be sent to Scheme Shareholders by or on behalf of AGA,
                                         pursuant to which an Eligible Scheme Shareholder may elect to receive the
                                         Alternative Offer in respect of some or all of their Scheme Shares;
 "Forms of Proxy"                        the forms of proxy in connection with each of the Court Meeting and the
                                         General Meeting, which will accompany the Scheme Document;
 "Framework Agreement"                   means the framework agreement between Ares and Apax and dated on or about the
                                         date of this Announcement;
 "FSMA"                                  the Financial Services and Markets Act 2000;
 "General Meeting"                       the general meeting of AGA Shareholders (including any adjournment or
                                         reconvening thereof) to be convened in connection with the Scheme and to
                                         consider and, if thought fit, to approve the Resolutions, notice of which
                                         shall be set out in the Scheme Document;
 "GFSC"                                  the Guernsey Financial Services Commission;
 "Guernsey"                              the Island of Guernsey;
 "Investment Advisory Agreement"         the investment advisory agreement between AGA and Apax dated 22 May 2015, as
                                         amended on 22 August 2016;
 "Investment Management Agreement"       the investment management agreement between the Investment Manager and AGA
                                         dated 22 May 2015, as amended on 22 August 2016, 2 March 2020 and 4 September
                                         2024;
 "Investment Manager"                    Apax Guernsey Managers Limited;
 "Jefferies"                             Jefferies International Limited;
 "Latest Practicable Date"               18 July 2025, being the latest practicable date before publication of this
                                         Announcement;
 "Listing Rules"                         the rules and regulations published by the FCA and contained in the Listing
                                         Rules sourcebook which is part of the FCA Handbook;
 "London Stock Exchange"                 London Stock Exchange plc or its successors;
 "Long Stop Date"                        21 January 2026 or such later date as may be agreed in writing by Bidco and
                                         AGA (with the Panel's consent and as the Court may approve (if such
                                         approval(s) are required));
 "Midco"                                 Janus Midco Limited incorporated in Guernsey with registered number 76028;
 "Midco Rollover Shares"                 has the meaning given to that term in section 2 of Appendix IV;
 "Minimum Rollover Percentage"           has the meaning given to that term in paragraph 2 of this Announcement;
 "NAV"                                   net asset value;
 "NAV Facilities Agreement"              the net asset value facilities agreement between Bidco, Sumitomo Mitsui
                                         Banking Corporation, London Branch (as sole bookrunner and mandated lead
                                         arranger), SMBC Bank International PLC (as agent) and SMBC Bank International
                                         PLC (as security agent);
 "New Fund"                              Janus Topco Limited incorporated in Guernsey with registered number 76027;
 "New Fund A1 Shareholder"               a holder of New Fund A1 Shares;
 "New Fund A1 Shares"                    A1 ordinary shares in the capital of New Fund;
 "New Fund A2 Shares"                    A2 ordinary shares in the capital of New Fund;
 "New Fund A2 Share Subscription Price"  the subscription price per New Fund A2 Share that Ares Fund paid in respect of
                                         its subscription for New Fund A2 Shares to satisfy the payment (in part) of
                                         the Cash Consideration to AGA Shareholders;
 "New Fund Articles"                     the articles of incorporation of New Fund, as amended from time to time;
 "New Fund Board"                        the board of directors of New Fund from time to time;
 "New Fund Capped Amount"                has the meaning given to the term "Capped Amount" in the New Fund Information
                                         Memorandum;
 "New Fund Entity"                       has the meaning given to that term in the definition of "Reorganisation
                                         Transaction";
 "New Fund Expenses"                     has the meaning given to the term "Fund Expenses" in the New Fund Information
                                         Memorandum;
 "New Fund Group"                        New Fund and its subsidiaries and subsidiary undertakings and where the
                                         context permits, each of them;
 "New Fund Information Memorandum"       the information memorandum to be issued in respect of New Fund (as amended or
                                         updated from time-to-time) that sets out the terms and conditions of New Fund
                                         and, together with the New Fund Articles form the governing documents of New
                                         Fund;
 "New Fund Joint Expenses"               has the meaning given to the term "Joint Expenses" in the New Fund Information
                                         Memorandum;
 "New Fund Lead Expenses"                has the meaning given to the term "Lead Investor Expenses" in the New Fund
                                         Information Memorandum;
 "New Fund Lead Expenses Capped Amount"  has the meaning given to the term "Lead Investor Capped Amount" in the New
                                         Fund Information Memorandum;
 "New Fund Shareholders"                 the holders of New Fund Shares;
 "New Fund Shareholder Consent"          means the written consent consisting of one or more documents in like form,
                                         each signed by one or more New Fund Shareholders who, at the time of providing
                                         such consent, together represent more than 50% of the aggregate Voting
                                         Interests of all New Fund Shareholders at such time (excluding the Voting
                                         Interest of the New Fund Shareholders that hold Shares other than New Fund A2
                                         Shares who do not respond either positively or negatively to a request for
                                         consent within such timeframe as may be reasonably determined by the New Fund
                                         Board);
 "New Fund Shares"                       shares in the capital of New Fund from time to time;
 "Next Generation Apax Funds"            has the meaning given to that term in section 4(E) of Appendix IV;
 "Offer Period"                          the offer period (as defined by the Takeover Code) relating to AGA, which
                                         commenced on the date of this Announcement and ending on the earlier of:

                                         (a)     the Effective Date; and/or

                                         (b)     the date on which it is announced that the Scheme has lapsed or
                                         has been withdrawn (or such other date as the Takeover Code may provide or the
                                         Panel may decide);
 "Official List"                         the Official List of the FCA;
 "Opening Position Disclosure"           has the same meaning as in Rule 8 of the Takeover Code;
 "Panel"                                 the Panel on Takeovers and Mergers;
 "Post-Acquisition Issuance"             has the meaning given to that term in paragraph 2 of this Announcement;
 "Pre-Emption Issue"                     has the meaning given to that term in section 4(D) of Appendix IV;
 "Pre-Emption Notice"                    has the meaning given to that term in section 4(D) of Appendix IV;
 "Pro-Rata Percentage"                   the number of Scheme Shares in respect of which such Eligible Scheme
                                         Shareholder has validly elected for the Alternative Offer; divided by the
                                         aggregate number of Scheme Shares in respect of which Eligible Scheme
                                         Shareholders have validly elected for the Alternative Offer, expressed as a
                                         percentage;
 "Pro-Rata Scale Back"                   has the meaning given to that term in paragraph 5 of this Announcement;
 "Redemption Date"                       has the meaning given to that term in section 4(A) of Appendix IV;
 "Registrar of Companies"                the registrar of companies in Guernsey;
 "Regulatory Information Service"        any information service authorised from time to time by the FCA for the
                                         purpose of disseminating regulatory announcements;
 "Reorganisation Transaction"            any actions necessary or desirable to: (i) liquidate or wind up; (ii) merge or
                                         de-merge, and/or (iii) reorganise, recapitalise or otherwise restructure New
                                         Fund or any other any entity (including, without limitation, a company,
                                         special purpose vehicle, partnership, or other vehicle) that is directly or
                                         indirectly controlled by New Fund and which is established or utilised for the
                                         purposes of structuring, financing, holding or managing investments (a "New
                                         Fund Entity");
 "Resolutions"                           the resolution(s) to be proposed by AGA at the General Meeting necessary to
                                         facilitate the implementation of the Scheme and the Acquisition, including a
                                         resolution to amend the Articles;
 "Restricted Jurisdiction"               any (i) jurisdiction where local laws or regulations may result in a
                                         significant risk of civil, regulatory or criminal exposure if information
                                         concerning the Acquisition were made available in that jurisdiction, or if the
                                         Acquisition (including details regarding any election that may be made for the
                                         Alternative Offer) is or were extended or made available in that jurisdiction;
                                         or (ii) sanctioned jurisdiction, in each case from time to time;
 "Restricted Shareholder"                an AGA Shareholder who is, or who Bidco reasonably believes to be, (i) a
                                         citizen, resident or national of any Restricted Jurisdiction, (ii) a person to
                                         whom the offer or issue of shares in New Fund may result in a significant risk
                                         of civil, regulatory or criminal exposure for Bidco, New Fund or Apax (or any
                                         of their respective Affiliates), or (iii) a person who does not satisfy the
                                         "know your customer", anti-money laundering, sanctions checks and other
                                         compliance reviews required to be undertaken by Bidco, New Fund or Apax (or
                                         any of their respective Affiliates) pursuant to applicable law or regulation
                                         or their respective bona fide internal compliance policies;
 "Rolling Shareholders"                  has the meaning given to that term in section 2 of Appendix IV;
 "Rollover"                              has the meaning given to that term in paragraph 11 of this Announcement;
 "Rollover Exchange Documents"           has the meaning given to that term in section 2 of Appendix IV;
 "Rollover Offer Maximum"                has the meaning given to that term in paragraph 2 of this Announcement;
 "Rollover Shareholder Consent"          a written consent provided by the Rollover Shareholders who hold at least a
                                         majority of the Rollover Shares at the relevant time (excluding for these
                                         purposes, the Rollover Shares the holders of which do not respond either
                                         positively or negatively to a request for consent within such timeframe as may
                                         be reasonably determined by the New Fund Board), provided that if Rollover
                                         Shareholders holding a majority of the Rollover Shares at the relevant time do
                                         not respond either positively or negatively to a request for consent within
                                         such timeframe as may be reasonably determined by the New Fund Board, then
                                         such Rollover Shareholder Consent shall be deemed to be obtained with respect
                                         to such matter and the New Fund Board shall be authorised to take any and all
                                         actions with respect to such matter;
 "Rollover Shareholders"                 the holders of Rollover Shares;
 "Run-Off Shares"                        has the meaning given to that term in the New Fund Information Memorandum;
 "Scheme"                                the proposed scheme of arrangement under Part VIII of the Companies Law
                                         between AGA and the Scheme Shareholders in connection with the Acquisition,
                                         with or subject to any modification, addition or condition approved or imposed
                                         by the Court and agreed by AGA and Bidco;
 "Scheme Document"                       the document to be sent to AGA Shareholders containing, amongst other things,
                                         the Scheme, an explanatory statement in compliance with Part VIII of the
                                         Companies Law, and the notices convening the Court Meeting and the General
                                         Meeting, and accompanied by the Form of Election and Forms of Proxy;
 "Scheme Record Time"                    the time and date specified in the Scheme Document by reference to which the
                                         entitlements of Scheme Shareholders under the Scheme will be determined,
                                         currently expected to be 6.00 p.m. on the Business Day immediately prior to
                                         the Effective Date;
 "Scheme Shareholders"                   holders of Scheme Shares from time to time;
 "Scheme Shares"                         all AGA Shares:

                                         (a)     in issue as at the date of the Scheme Document;

                                         (b)     (if any) issued after the date of the Scheme Document and prior to
                                         the Scheme Voting Record Time; and

                                         (c)     (if any) issued on or after the Scheme Voting Record Time and at
                                         or before the Scheme Record Time, either on terms that the original or any
                                         subsequent holders thereof shall be bound by the Scheme or in respect of which
                                         the holders thereof shall have agreed in writing to be bound by the Scheme,

                                         in each case which remain in issue at the Scheme Record Time, but in each case
                                         other than the Excluded Shares;
 "Scheme Voting Record Time"             the time and date specified in the Scheme Document by reference to which
                                         entitlement to vote at the Court Meeting will be determined, currently
                                         expected to be 6.00 p.m. on the day which is two Business Days before the date
                                         of the Court Meeting or, if the Court Meeting is adjourned, postponed or
                                         reconvened, 6.00 p.m. on the day which is two Business Days before the date of
                                         such adjourned, postponed or reconvened meeting;
 "Secondaries Process"                   has the meaning given to that term in paragraph 6 of this Announcement;
 "Shareholder Advisory Committee"        has the meaning given to that term in section 4(B) of Appendix IV;
 "Shareholder Presentation"              the offer presentation;
 "Significant Interest"                  in relation to an undertaking, a direct or indirect interest of 20 per cent.
                                         or more of the total voting rights conferred by the equity share capital of
                                         such undertaking;
 "Takeover Code"                         the City Code on Takeovers and Mergers;
 "Takeover Offer"                        if the Acquisition is implemented by way of a takeover offer (which shall be
                                         an offer for purposes of section 337 of the Companies Law), the offer to be
                                         made by or on behalf of Bidco, or an associated undertaking thereof, to
                                         acquire the entire issued and to be issued ordinary share capital of AGA
                                         including, where the context admits, any subsequent revision, variation,
                                         extension or renewal of such offer;
 "Tax-Related Redemptions Request"       has the meaning given to that term in paragraph 5 of this Announcement;
 "Third Party"                           each of a central bank, government or governmental, quasi-governmental,
                                         supranational, statutory, regulatory, environmental, administrative, fiscal or
                                         investigative body, court, trade agency, association, institution,
                                         environmental body, employee representative body or any other similar body or
                                         person whatsoever in any jurisdiction;
 "Transaction-Related Tax"               has the meaning given to that term in paragraph 5 of this Announcement;
 "Transfer"                              has the meaning given to that term in section 4(C) of Appendix IV;
 "United Kingdom" or "UK"                the United Kingdom of Great Britain and Northern Ireland;
 "United States" or "US"                 the United States of America, its territories and possessions, any state of
                                         the United States of America, the District of Columbia and all other areas
                                         subject to its jurisdiction and any political sub-division thereof;
 "US Exchange Act"                       the US Securities Exchange Act of 1934, as amended;
 "US Securities Act"                     the US Securities Act of 1933, as amended;
 "Voting Interest"                       means (i) subject to limb (iii) below, with respect to each New Fund A2 Share
                                         held by any New Fund Shareholder, two (2) votes; (ii) with respect to each New
                                         Fund Share other than New Fund A1 Shares and New Fund A2 Shares held by any
                                         New Fund Shareholder, one (1) vote; (iii) with respect to each New Fund Share
                                         to be held by any transferee of New Fund Shares that is not Ares, one (1) vote
                                         and (iv) with respect to each New Fund A1 Share held by any New Fund
                                         Shareholder, nil;
 "Voluntary Redemption Election"         has the meaning given to that term in section 4(A) of Appendix IV;
 "Wider New Fund Group"                  New Fund and its subsidiaries, subsidiary undertakings, and any other body
                                         corporate, person or undertaking (including a joint venture, partnership, firm
                                         or company) in which New Fund and/or such undertakings (aggregating their
                                         interests) have a Significant Interest;
 "Wider AGA Group"                       AGA and associated undertakings and any other body corporate, partnership,
                                         joint venture or person in which AGA and such undertakings (aggregating their
                                         interests) have a Significant Interest; and
 "Winterflood"                           Winterflood Securities Limited.

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
thereto by the United Kingdom Companies Act 2006.

All references to an "adjournment" of a meeting or hearing shall include a
postponement of that meeting or hearing.

All references to "euros", "EUR" and "€" are to the lawful currency of the
European Union.

All references to "GBP", "pence", "sterling" or "£" are to the lawful
currency of the United Kingdom.

All the times referred to in this Announcement are London times unless
otherwise stated.

References to the singular include the plural and vice versa.

All references to statutory provision or law or to any order or regulation
shall be construed as a reference to that provision, law, order or regulation
as amended, extended, modified, replaced or re-enacted from time to time and
all statutory instruments, regulations and orders from time to time made
thereunder or deriving validity therefrom.

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