Apax Partners LLP Apax Global Alpha Ld - Prevailing Market Exchange Rate

Gemfields

24/09/2025 07:00

RNS Number : 5202A

Apax Partners LLP

24 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

 

24 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 advised by Apax Partners LLP

 

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

 

PREVAILING MARKET EXCHANGE RATE

On 21 July 2025, the boards of Apax Global Alpha Limited ("AGA") and Janus Bidco Limited ("Bidco"), a newly-formed Guernsey limited company indirectly owned by an investment vehicle to be advised by Apax Partners LLP, announced that they had reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued share capital of AGA by Bidco (the "Acquisition"). Bidco shall be equity funded by one or more funds accounts or persons managed, advised or sub-advised by Ares Management LLC and/or its Affiliates.

 

The Acquisition was implemented by way of a Court-sanctioned scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008, as amended (the "Scheme"). The scheme document in connection with the Scheme was published and sent by AGA to AGA Shareholders on 13 August 2025 (the "Scheme Document").

 

On 17 September 2025, AGA and Bidco announced that the Scheme had become Effective.

 

In accordance with the terms of the Scheme Document, certain Scheme Shareholders have elected to receive the Cash Consideration payable to them in GBP sterling at the Prevailing Market Exchange Rate obtained by Bidco, less any applicable and properly incurred transaction and dealing costs associated with such conversion.

 

Bidco hereby confirms that the Prevailing Market Exchange Rate it has obtained is €1.00:£0.86842 and, as a result, the aggregate GBP sterling amount payable to the Scheme Shareholders who have a valid Currency Election is £111,003,411.75 and the GBP sterling equivalent value of the consideration payable per Scheme Share so elected is £1.65 (rounded to two decimal places).

 

Full detail of the Acquisition are set out in the Scheme Document. Terms used but not defined in this announcement have the same meanings as in the Scheme Document.

 

Enquiries:

AGA / 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
Jérémie Birnbaum
Valentina Proverbio
+44 (0) 203 493 8000
Campbell Lutyens & Co. Ltd (Secondary Adviser to Bidco (indirectly owned by an investment vehicle to be advised by Apax Partners LLP))
Immanuel Rubin
Ana Dicu
Ryan Franklin
+44 (0) 20 7439 7191
FTI Consulting (Communications Adviser to Apax and Bidco)
Alex Le May
Mitch Barltrop
Alexander Davis
+44 (0)20 3727 1000
ApaxPartners@fticonsulting.com

 

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

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

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

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

 

Important notices

 

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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