REG - Apax Global Alpha Ld - Cancellation of Listing

Apax Global AlphaAnnouncement

Today 07:00

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RNS Number : 7454Z  Apax Global Alpha Limited  18 September 2025

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

FOR IMMEDIATE RELEASE

18 September 2025

RECOMMENDED ACQUISITION

of

Apax Global Alpha Limited ("AGA")

by

Janus Bidco Limited ("Bidco")

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

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

 

CANCELLATION OF LISTING

On 21 July 2025, the boards of Apax Global Alpha Limited ("AGA") and Janus
Bidco Limited ("Bidco") announced that they had reached agreement on the terms
of a recommended cash acquisition of the entire issued and to be issued
ordinary share capital of AGA by Bidco (the "Acquisition"). Bidco is a
newly-formed Guernsey limited company, indirectly owned by an investment
vehicle to be advised by Apax Partners LLP ("Apax"). Bidco shall be equity
funded by one or more funds accounts or persons managed, advised or
sub-advised by Ares Management LLC and/or its Affiliates. The Acquisition was
implemented by way of a Court-sanctioned scheme of arrangement under Part VIII
of the Companies (Guernsey) Law, 2008, as amended (the "Scheme").

Further to the announcement made by AGA on 17 September 2025 that the Scheme
has become Effective in accordance with its terms, AGA confirms that the
listing of ordinary shares in AGA on the Official List and their admission to
trading on the London Stock Exchange are to be cancelled with effect from 8:00
a.m. (London time) today, 18 September 2025.

Capitalised terms used but not defined in this Announcement have the meanings
given to them in the scheme document published on 13 August 2025 containing
the full terms and conditions of the Acquisition (the "Scheme Document")

 

Enquiries:

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

 Paul Bundred

 Todd Miller

 Amaury Criscuolo

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

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

 Matthew Jervois                                                                gaycollins@montfort.london

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

                                                                                jervois@montfort.london

+44 (0) 7539 993 601

                                                                                schutzerweissmann@montfort.london
 Apax / Bidco
 Katarina Sallerfors                                                            +44 (0) 207 872 6300
 J.P. Morgan Cazenove (Sole Financial Adviser to Bidco (indirectly owned by an
 investment vehicle to be advised by Apax Partners LLP))
 James Robinson                                                                 +44 (0) 203 493 8000

 Jérémie Birnbaum

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

 Ana Dicu

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

 Mitch Barltrop                                                                 ApaxPartners@fticonsulting.com

 Alexander Davis

 

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

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

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

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

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

Important Notice

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

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

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

General

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

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