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

GemfieldsAnnouncement

24/09/2025 08:00

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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                                                                 +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

 

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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