Apax Global Alpha Regulatory News (APAX)

Apax Global Alpha Limited

Annual Report and Accounts

8 March 2016

(LSE: APAX)

Apax Global Alpha Limited

Audited Report and Accounts for the period ended 31 December 2015

The financial statements cover the period from 2 March 2015 to 31 December 2015. Where we discuss the trading period to 31 December 2014 this refers to the period as PCV Lux S.C.A ("PCV") and its subsidiaries (collectively the "PCV Group") prior to the acquisition by AGA. Irrespective of whether the text refers to AGA or PCV, references to the trading period from 1 January to 31 December 2015 include trading as PCV prior to the transfer of assets to AGA following the acquisition and listing on 15 June 2015.

For further information regarding the announcement of AGA's 2015 Annual Reports and Accounts, including the details for today's analyst and investor call at 9.30am (UK time), please visit www.apaxglobalalpha.com/investor-information/calendar 

Financial highlights for the twelve months to 31 December 2015

Ÿ Adjusted NAV, (i.e. NAV excluding performance fee reserves), increased by €110.7m to €923.6m due to investment performance, equivalent to a Total Return of 13.6%

Ÿ Adjusted NAV per share is €1.88 (equivalent to £1.38 at 31 December 2015), up from €1.66 pro-forma at 31 December 2014

Ÿ First semi-annual dividend announced of 3.69 pence per share, equivalent to 2.5% of NAV at 31 December 2015

Ÿ The IPO raised the maximum targeted gross proceeds of €300m1 and was over-subscribed

Ÿ AGA was 98% invested at 31 December 2015 and had a cash balance of €22.9m2

1 Total proceeds of €300m were raised based on the FX rate at the date of allocation prior to IPO. A total of €301.4m was raised when the proceeds were recalculated to euro based on the exchange rate at close of business on the date of listing the 15 June 2015

2 Including cash of €1.4 million held by the PCV Group

Investment highlights for twelve months to 31 December 2015

Ÿ Well balanced invested portfolio: Private Equity (52%) and Derived Investments (48%)

Ÿ Sector exposure is balanced across all Apax Partners' focus industries. As at 31 December 2015, Services is the sector with the strongest weight, accounting for 31% of the invested portfolio

Ÿ Geographic bias towards North America representing 57% of the invested portfolio at 31 December 2015

Operational performance

Ÿ Strong investment fundamentals both in Private Equity and Derived Investments, showing resilience and robust trading throughout 2015:

3 Represents the weighted average of the respective metrics across the underlying portfolio companies, current per the indicated date, using latest available information

4 Represents investments and exits during the year ending at the indicated date. Note that the 13 new investments during 2015 excludes the additional AEVII stake acquired by AGA during 2015. In addition the 10 exits during 2015 includes six full exits and four significant partial exits]

5 GAV weighted average yield to maturity (YTM) of the Derived Investments Debt portfolio

6 GAV weighted average of the current full year income (annual coupon/clean price as at 31 December 2015) for each debt position in the Derived Debt Investments as at 31 December 2015

7 GAV weighted average of latest available year-over-year LTM EBITDA growth of the underlying Derived Debt Investments

8 GAV weighted average of latest available year-over-year LTM earnings growth of the underlying Derived Equity Investments

9 GAV weighted average Price Earnings multiple of Derived Equity Investments

The Investment Manager has highlighted the following in Private Equity portfolio

Ÿ Apax Private Equity funds are exploiting strong exit markets and have returned €24.6m to AGA since 31 December 2014

Ÿ Apax Private Equity funds made 13 new investments in 2015, thereof 11 new investments by Apax VIII and two by AMI

The Investment Manager has highlighted the following in Derived Investments

Ÿ Fully exited four debt investments and five listed equity investments, realising total proceeds of €125.4m. In addition, partial realisations totalled proceeds of €1.0m.

Ÿ In the 12 months to 31 December 2015, AGA made ten new investments in debt, two add-ons to current debt positions and four new investments in listed equities totalling €249.1m in the year to 31 December 2015.

Commenting on the results, Tim Breedon CBE, Chairman of Apax Global Alpha, said:

"I am delighted to present our first annual results since the Company's successful move on to the London Stock Exchange in June 2015, and to announce the payment of our first semi-annual dividend to shareholders.

"It has been an excellent first year as a public company; AGA successfully raised €300m1 from its IPO and has made strong progress in investing the proceeds, by contributing to Apax private equity funds and investing in other asset classes derived from Apax's private equity activities. In line with our strategy, we recently announced our intention to commit US$350m to the Apax IX private equity fund and have fully realised our last legacy hedge fund investments.

"Our portfolio has performed well and we have seen a nearly 14% rise in Adjusted NAV and Adjusted NAV per share. This is an excellent result in what have been difficult markets and AGA's portfolio has outperformed all relevant benchmark indices.

"With the increased volatility in the markets, new interesting investment opportunities arise. AGA will continue to exploit value opportunities, including those opened up by market dislocations. We look forward with confidence to the year ahead."

Commenting on AGA's investment focus, Ralf Gruss, COO of Apax Partners, said:

"AGA's Invested Portfolio is split evenly, with 52% in Private Equity and 48% in Derived Investments. The strong performance of the portfolio was achieved despite more volatile conditions across our markets during the second half of 2015.

"Over the past year, the investment focus has been on deploying the net proceeds raised from the Initial Public Offering into both Private Equity and Derived Investments. Markets offer interesting investment opportunities for AGA following recent corrections and the ability of AGA to exploit opportunities across different sectors, geographies, and asset classes is predestined to benefit from a continuation of the more volatile market environment."

The Company's annual report and accounts, extracts of which are set out below, are available on the Company's website www.apaxglobalalpha.com.

Chairman's statement

I am pleased to present AGA's first full annual report and accounts following our successful IPO in June 2015. During this period, AGA has made excellent progress in investing the net proceeds of the IPO in attractive opportunities, both through the Apax Funds and the portfolio of Derived Investments. The portfolio is performing well and we will be paying our first semi-annual dividend in April 2016.

Background and the Initial Public Offering ("IPO")

AGA is a closed-ended Guernsey investment company incorporated on 2 March 2015. AGA was admitted to trading on the main market of the London Stock Exchange on 15 June 2015. Immediately prior to admission, AGA acquired the PCV Group and PCV Group investors exchanged their shares for shares in AGA. The PCV Group was an investment vehicle established in 2008 in which current and former Apax Partners, personnel and others were invested. It was originally set up to invest in Apax Funds, but steadily broadened its investment strategy to include both investments in Apax Funds and Derived Investments. Prior to the IPO, the PCV Group was almost fully invested. As the PCV Group continued to see a strong pipeline of attractive investment opportunities in both Private Equity and Derived Investments, the IPO was sought to raise additional capital to continue this investment strategy. The IPO successfully raised proceeds of £218.2 million and was oversubscribed. Costs and expenses relating to the IPO were in line with the estimates contained in the prospectus and effectively borne by the former shareholders of the PCV Group.

Investment activity during the year

AGA has made excellent progress in investing the net proceeds from the IPO in line with its investment strategy. Immediately following the IPO, cash and cash equivalents, together with remaining legacy hedge fund investments, totalled €323.3 million. As at 31 December 2015, this balance has reduced to just €22.9 million1 or 2% of Net Asset Value. AGA has therefore deployed the net proceeds of the IPO well within the time frame of up to twelve months which was envisaged at the time of admission in June 2015. It remains AGA's intention to keep its portfolio fully invested at all times.

The net proceeds were deployed into Apax Funds and Derived Investments. As at 31 December 2015, 52% of the Invested Portfolio is held in Apax Funds, and 48% in Derived Investments. AGA's Private Equity Investments are split between four Apax Funds which were raised between 2005 and 2015, providing AGA with diversification across private equity vintages. AGA's investment in Apax VIII represents its largest Private Equity commitment, amounting to 80% of its total Private Equity Investments NAV. AGA's Board has also recently announced its intention to commit US$350 million to the latest global private equity fund raised by Apax Partners, Apax IX.

The Derived Investments portfolio is split 79% in investments of different types of debt securities and 21% in listed equity holdings. The Investment Manager has identified these investments through insights gained from the core private equity processes of the Investment Advisor, Apax Partners. The debt investments in the Derived Investments portfolio are currently overweight in North America and in floating rate subordinated debt instruments. This is a reflection of the Investment Manager's view as to where the most attractive investment opportunities arose during 2015 and before. More generally, AGA believes that its commitments to the Apax Funds together with its Derived Investments strategy allows it flexibility to allocate capital in geographies, sectors and asset classes as appropriate. Whilst it is expected that the ratio between Apax Fund investments and Derived Investments will fluctuate over time, the ratio at the end of 2015 is close to the preferred longer-term balance of 50:50 which AGA aims to achieve and maintain.

I am also pleased to report that AGA has fully exited its remaining investments in legacy hedge funds and no longer has exposure to this asset class.

1 Including cash of €1.4 million held by the PCV Group.

Portfolio performance

Once fully invested, AGA is targeting an annualised Total Return across economic cycles of 12-15%. AGA's investment performance since the IPO has remained strong. Adjusted Net Asset Value per share has increased from €1.79 to €1.88 since the IPO, an increase of 5%. The performance of the Invested Portfolio has been ahead of target over the period, however cash awaiting deployment has however diluted returns. Both our Private Equity and Derived Investments have contributed to this performance.

Financial markets became significantly more volatile in the second half of 2015. Concerns around China's future economic growth as well as the significant depreciation of main commodity prices triggered a broad equity sell off, and high yield bond markets, especially in the United States, became significantly more challenging.

Notwithstanding these more challenging developments, AGA's Private Equity and Derived Investments performed well during 2015. A key driver of this positive development was the underlying operational performance of the portfolio companies.

Since December 2014, average EBITDA growth of the private equity portfolio companies in which AGA has indirectly invested was 9%. The companies in which AGA has invested through its Derived Debt Investments strategy showed an average EBITDA growth of 5%, and the listed equity investments showed average earnings growth of 15% during the year.

Apax Partners is a sector-focused private equity firm and typically advises on investments across four sectors: Tech & Telco, Services, Healthcare and Consumer. This is reflected in the sector distribution of AGA's Invested Portfolio - more than 98% of our Investments in both Private Equity and Derived Investments are in these four sectors. During 2015, these sectors have been less affected by negative investment sentiment than the broader market.

A more detailed discussion of the performance of the investment portfolio can be found in the section "Our portfolio" later in this report.

Dividend

In line with AGA's dividend policy, the Board has approved a first, semi-annual dividend payment in respect of the financial period to 31 December 2015, of 3.69p per share. The dividend payment is equal to 2.5% of AGA's Net Asset Value as of 31 December 2015, equivalent to €4.76c using the closing exchange rate on 4 March 2016. The dividend will be paid on 5 April 2016 to members on the register on 18 March 2016. The shares will be marked ex-dividend on 17 March 2016.

Board and governance

AGA has a strong, independent Board of experienced professionals. In the lead up to and immediately following the IPO, the Board was predominantly occupied with the preparation for, and the admission of, the Company to trading on the London Stock Exchange.

The Board has established an audit committee. It has determined not to establish separate remuneration, management engagement, risk or nomination committees, the functions of which will be fulfilled by the Board as a whole. The Board has appointed Aztec Financial Services (Guernsey) Limited as AGA's administrator, company secretary and depositary. The Board has also appointed KPMG Channel Islands Limited as external auditors, subject to the approval of shareholders.

As directors of a UK listed entity, the Board is committed to the principles of effective corporate governance. AGA recognises the importance of the requirements of the AIC's Code of Corporate Governance (the ''AIC Code'') and the UK Corporate Governance Code published by the Financial Reporting Council (the ''UK Code''). With effect from admission to trading on the London Stock Exchange, the Company has complied with the AIC Code and, as a consequence, the UK Code. AGA is subject to, and complies with, the Guernsey Financial Services Commission ("GFSC") and the Finance Sector Code of Corporate Governance ("GFSC Code").

Responsibility for the Company's risk management systems lies with the Board. The risk management framework is designed to identify, evaluate, and mitigate the risks that the Company faces. The Board has initiated a further review of the existing risk management arrangements to identify where improvements can be made.

Outlook

Looking into 2016, our intended commitment to Apax IX will allow us to continue to build our investments in Private Equity. Recent market corrections and volatility have created opportunities for new investments. As our Company is now close to fully invested, the Investment Manager will focus on actively managing our Derived Investments portfolio. New Derived Investments opportunities will have to be evaluated based not only on their absolute investment merits but also their relative attractiveness compared with existing investments. A key theme for AGA's Derived Investments strategy going into 2016 will be the divergence of debt markets in the United States and Europe and the opportunities this creates.

AGA's investment strategy provides the Investment Manager with flexibility to pursue investments identified by Apax Partners across a variety of assets classes - private equity, debt, and listed equity.

AGA believes it is well positioned to achieve ongoing value accretion in its portfolio.

Tim Breedon CBE, Chairman

Market overview and outlook

AGA offers a diversified portfolio concentrated in four key sectors. In the following section, the Investment Manager reviews the market in 2015 and looks ahead to 2016.

The financial statements cover the period from 2 March 2015 to 31 December 2015. Where we discuss the trading period to 31 December 2014 this refers to the period for PCV Lux S.C.A ("PCV Group" or "PCV") and its subsidiaries (collectively the "PCV Group") prior to the acquisition by AGA.

Irrespective of whether the text refers to AGA or PCV, references to the trading period from 1 January 2015 include trading as PCV prior to the transfer of assets to AGA following the acquisition and listing on 15 June 2015.

Market overview

The Investment Manager reviews the market in 2015 and considers the likely impact of economic events on AGA's portfolio strategy looking forward into 2016.

2015: A year of two halves

2015 was very much a year of two halves. The first half was largely a continuation of many of the themes we witnessed in 2014. The story was positive for much of the Western world, driven by continued growth in the US and the emergence of more European countries out of recession. The financial markets largely reflected this, as the North American indices were flat and European equity markets rallied. The story in mainland China was different, as stock markets de-coupled from macro realities and quickly rose to unprecedented highs. Debt issuance was plentiful, and spreads were close to their 2014 lows both in investment and non-investment grade debt. Emerging markets, while clearly under pressure from a slowdown in China in the second half of 2015 and the resultant impact on commodity prices, looked as if they were holding up.

China crisis

The second half of the year was a very different story. The Chinese stock market collapse during the summer dampened growth expectations and led to a slump in worldwide demand for raw materials during the autumn. The decline in commodity prices, particularly energy, had a knock-on effect on commodities companies and the future income streams of many developing countries. The shale revolution turned North America into the world's largest oil and gas producer which had a major impact on the industry. As oil dropped below US$30 a barrel, it undermined the equity and debt value of many North American oil manufacturers and led to a broader market decline because of the heavy exposure of many lenders to the sector.

The uncertainty was compounded by constant speculation about if, when and by how much the Federal Reserve ("Fed") would start tightening interest rates, eventually leading to a first 25 bps step up in December 2015. By year-end 2015, the US junior debt markets were largely frozen, and even liquidity and prices for debt in industries with no energy exposure suffered as we saw a de-risking across the board. These developments have extended into 2016 and equity markets globally have moved into bear market territory.

Assessing the impact

Despite the turbulence in the second half of 2015, the overall macro-economic performance and base-case forecasts in the Western world remained largely unchanged over the course of the year.

In certain industries, such as energy and industrials with emerging market exposure, it is possible to talk of an ongoing sector recession. However, we believe that the US economy as a whole remained healthy, a view shared by the Fed and evidenced by the minor base rate increase. In growth terms, Europe has done better than expected in 2015, and it appears to be carrying that momentum forward into 2016 with countries like Spain, Portugal and Ireland recovering and evidence of some positive indicators in Italy.

Limited exposure

The actual exposure of Western economies to China and other emerging markets is relatively limited. Exports to China from the US and the vast majority of European countries are below one percent of GDP, so a further slowdown in China should have only limited real primary impact. As a consequence, the reaction of Western stock markets to Chinese newsflow and stock market gyrations looks overdone. One hypothesis is that Western markets have been looking for an excuse for correction from levels that appeared quite elevated in 2014 and most of 2015. In our opinion, after the most recent correction, they now appear more reasonably valued - at least in the absence of another recession.

The downturn in the oil markets that has played out over the past 18 months, and which has turned into an outright capitulation in the first weeks of 2016, has led to counter-intuitive reactions from the capital markets. The positive impact of lower energy prices for consumers seems to have been overlooked, and most market commentary appears to project the problems in the energy sector onto the whole economy. We believe that a much more nuanced view on the wider impact of falling energy prices is needed especially as the turmoil is supply driven with underlying demand moderately increasing. In fact, a large number of economies are unambiguous winners from these developments, including most of Western and Central Europe, as well as China and India. As a consequence, we believe that the macro-economic momentum in Europe (and India) remains broadly positive. The US is, however, more of a mixed picture. While the oil price drop is a windfall to the American consumer, there are clearly victims in the US as well. The net effect remains unclear, but the market sentiment is presently focused on the downside.

In our view much of the commentary surrounding the Fed's first interest rate hike was hyperbolic given that it only represented a marginal change in US monetary policy. The rate increase was baked into expectations and asset prices, and as a result, should not have had a major effect on capital markets and the real economy. The fact that the rise was underpinned by the Fed's belief in the sustained recovery of the economy seems to have been widely overlooked.

By-and-large, we believe that the Western economies will remain on a slow growth track. The risks to that view are twofold. Firstly, that a sector recession in energy and industrials in North America turns into something broader, having repercussions in Europe and secondly, that the slowdown in China accelerates and affects export oriented countries such as Germany, or that this slowdown triggers market hysteria influencing sentiment and thus economic actions or the long-term cost of capital for companies. Clearly the world today is more inter-connected, but as we are learning all the time, the impact of the ripples are not easy to predict.

Market outlook

Recent volatility in public debt and equity markets has created new opportunities for AGA to invest. We expect this to continue in 2016.

Apax Partners sectors

Within its four core sectors, Apax Partners aims to identify attractive sub-sectors, which, in its view, often display unique characteristics or compelling investment themes. Through executing deals in targeted sub-sectors over a period of years, Apax Partners has built specialist expertise, as well as a strong reputation and network. The combination of these factors enhance our ability to source proprietary deal flow and create significant value over the course of an investment.

Although we do not focus on investments in oil and gas or industrials, we are focusing on uncovering opportunities within the core sectors that may have been punished by market sentiment without having significant exposure to the issues in energy and commodities. We are seeing good examples of this trend in distribution and other services, healthcare and tech and telecoms.

We have also witnessed a disruption in the US retail market driven by trends independent of the energy downturn. At some stage, US consumers might start spending their "gasoline dividend" which could, in turn, help to stimulate a recovery in the retail sector. The most likely beneficiaries will be those companies with significant e-tailing or omni-channel capabilities, or those which have the largest upsides from omni-channel introductions. As digital transformation is one of Apax Partners' core strengths it is well positioned to exploit these opportunities.

Overall, we believe that the current valuation levels will open up interesting investment opportunities across different sub-sectors, geographies and asset classes. Exploiting market imperfections and the resultant irrationalities and arbitrage opportunities, are a core component of AGA's strategy. Therefore, a continuation of the volatile market environment throughout 2016 will lead to more of these opportunities and, with liquidity carefully managed, AGA is set to capitalise on them.

Private equity exit markets

Apax Funds were very active in terms of portfolio company realisations in 2014 and 2015. However, in late 2015 and early 2016, the capital markets environment deteriorated making private equity backed IPOs far harder and leading to several companies pulling their intended flotations. As a consequence, strategic buyers have become more important as an exit channel for private equity firms. The three recently announced divestitures for the Apax Funds; the sale of King (in Apax Europe VI, 2015) to Activision; the sale of Rhiag (in Apax VIII, 2015) to LKQ; and the sale of Tommy Hilfiger China (in Apax Europe VII, 2016) to PVH have been successful manifestations of that trend.

Several indicators point to a period of continued volatility through 2016 which appear to have a negative impact on the availability of buyout debt.

Given all this, we expect strategic acquirers to be the primary buyers of private equity owned assets, with fewer exits via the capital markets and to other financial sponsors. Corporate coffers are generally well-filled and investment grade debt remains cheap and accessible, making the strategic corporate buyer an increasingly important exit route for portfolio companies. A number of AGA's Private Equity Investments (held via the Apax Funds) are currently evaluating exit options and strategic buyers are the most likely acquirers.

Private equity buy side opportunities

Despite (and to some extent because of) the choppy financial markets, we believe that acquisition opportunities in private equity remain attractive. In particular we think that the worldwide correction in the public markets will create opportunities for private equity firms to acquire listed companies at more attractive valuations. While this is unlikely to result in a slew of bargains, we do think that some of the capital markets' fears are excessive and valuation levels are now more sensible in Western markets.

In particular we would like to highlight the following regional trends in our global outlook:

The macro-economic environment for Europe has generally improved over the past year and we believe that this is likely to continue. As a consequence, the number of European investment opportunities continues to increase. Countries like Spain, Italy and the Netherlands are showing strong macro-economic momentum, which is translating into an increase in investable opportunities. The European economies with most rebound potential also have the most limited exposure to China. The Apax Funds are currently evaluating situations in these countries and have already announced an investment in Italy (Ingegneria Informatica, Apax VIII) in early 2016.

Although much of Northern Europe has greater export exposure to China through specific industries (automotive, machinery, engineering, etc.) the internal momentum in these economies is generally positive which mitigates their export exposure.

In terms of investment opportunities, the US looks more interesting than it has in the last couple of years because the most recent stock market correction has deflated prices, while other economic indicators, such as GDP and employment growth have until recently pointed to a healthy economy. In addition, regulatory developments have dampened the use of leverage in private equity transactions, leading to a corresponding effect on pricing. This development has made entry price points more attractive, although they remain at an elevated level in the longer-term historical context. These valuations can be justified if there are consolidation opportunities that can be exploited to create synergies and tuck-in value arbitrage.

We believe that India is the most interesting of the emerging markets for equity investments (both in private and public equities). Even without the energy and commodities price drops, the country was on a solid macro-economic path. The direction and momentum should be reinforced by the lower price of most commodities, because India is a net importer of most raw materials and fuels. While the speed of reforms introduced by the Modi government has been disappointing, the direction of change seems to be generally positive.

The wider macro-economic strength is, to some extent, reflected in valuations in the country, especially as it is currently a very buoyant and competitive market. Despite these high prices, we are seeing pockets of value in sub-sector plays such as transforming Tier 2/3 IT services/business process outsourcers in to a Tier 1/1.5 or investing in private entrants such as specialty lenders that can compete effectively with state-owned banks.

We remain cautious on China, as the extent of the slowdown is still hard to gauge, but we note that some important sectors like real estate seem to be stabilising. The most worrying aspect about China is the high, and rising, level of public and private indebtedness which, given the experience in other countries tends to result in a hard landing. It remains to be seen whether the country's economic toolkit is really different from those of Western economies, or whether the debt problems will create major issues.

In spite of our caution, it is important to note that sector performance in China is much more varied than in more developed markets, leading to 20% plus growth rates for some services sub-sectors while other industrial sectors are contracting at double-digit rates. The resulting landscape of investment opportunities is therefore much more heterogeneous than in Western economies. We are therefore looking for sectors and sub-sectors that are less likely to be seriously affected by a slow-down but whose valuations have been impacted by cautious market sentiment.

Israel's financial market performance and macro-economic growth remained relatively strong during the period, with a high number of opportunities arising as a result of strong anti-concentration laws. Particular opportunities are: under-penetrated outsourcing service plays, conglomerate break-ups and corporate carve outs.

We expect Israel to continue to provide a steady flow of attractive investment opportunities that the Apax Funds and subsequently AGA, can exploit.

The macro-economic down cycle remains pronounced in Brazil, driven by poor political decisions and bickering, as well as the commodity price crash. That said, valuations have also dropped and, in terms of price multiples alone, Brazil is probably the "cheapest" of the Apax Funds' investment markets. While we are unable to call the bottom of Brazil's current crisis, we believe the risk reward profile over a five-year investment horizon could become attractive during the course of 2016. Again, investments by the Apax Funds would be centred on their core four (non-commodity) sectors. In particular, outsourcing service plays are currently under-penetrated in Brazil and the cyclical headwinds find some secular trends which balance them.

Derived Investments

While the reaction times in the Private Equity allocation of AGA are generally too long to exploit short-term capital markets volatility, the Derived Investment allocation and the patience of AGA's capital are extraordinarily well-suited to benefit from "irrational" market volatility and dislocations.

Derived Debt Investments

One of the most fascinating market developments in the Derived Investments arena is the divergence in the junior debt markets (including high yield) in North America and Europe. While these markets have moved in parallel for a long time, the last few months have seen the two sides of the Atlantic drift apart. The US market went through an initial energy-driven hiccup towards the end of 2014. It then recovered, and by the summer of 2015 spreads had narrowed significantly, only for another rout to hit in the autumn and winter, which left spreads close to historic peaks at year-end. The developments were again energy-related, and the trading of many high yield bonds in the oil and gas space suggests that a wave of bankruptcies is imminent. While other sectors have witnessed less dramatic price changes, they have nonetheless moved in the same direction. Technically, the selling accelerated because of pressure from fund vehicles, which are (or were) offering redemptions to their customers. This forced them to quickly liquidate assets that in reality were "not so liquid" in a down-market. The resulting selling and the absence of buyers - still licking their wounds following the energy collapse - is driving yields up well into double digits, even in sectors with little or no energy exposure. Liquidity has dried up in the North American junior debt markets for now, offering potentially interesting opportunities in 2016 if the market freeze persists. AGA will be focusing on non-energy/non-commodities sectors which have been overly punished by weakening market sentiment.

In contrast, European junior debt has less exposure to energy and commodities, coupled with continuing accommodation by the European Central Bank, which has led to lower spreads than in North America. The investor base backing European debt is also more institutional than in the US and thus redemptions on short notice do not play a major role. Thus, for a value-oriented debt investor like AGA the European debt markets continue to offer fewer opportunities than the US.

Liquidity

The developments in the North American debt markets since November 2015 have shown how quickly liquidity can evaporate in an environment which overreacts to negative sentiment and where regulation (restrictions on banks) and monetary policy become problematic. The resulting swings in pricing have been significant and traded volumes have also slumped. This creates an opportunity for AGA to be in the right place at the right time. However, it also creates a challenge in terms of its own liquidity management and the "pricing" of liquidity risks, now that AGA is fully invested and new investments require the monetisation of existing portfolio positions, liquidity could prove to be an unreliable friend when needed most. As a consequence, the focus on the liquidity of current and future portfolio positions has intensified.

Derived Equity Investments

AGA has historically been overweight in its exposure to listed equities in emerging markets. Despite the market rout in the last few months of the reporting period, AGA's listed equities portfolio has performed well. This superficially paradoxical development is due to AGA's focus on sectors that had, and continue to have, little exposure to energy and commodities, and which in fact could be beneficiaries of raw material price drops.

Generally, equity investments in the Derived Investments portfolio are driven by an opportunistic strategy that seeks to leverage insights generated by Apax Partners. As such, the geographic and sector focus of AGA's Derived Investments in equity closely follows the trends and exposure of the Apax Funds.

We are seeing positive opportunities in India, which offers a counter-cyclical play relative to China and the energy and commodities malaise. As a consequence, in a perfectly rational world, Indian equity capital markets should also be more de-coupled than they currently are. In the long-term, we would expect real factors to influence valuations and for value opportunities to begin to arise. Similarly to Private Equity, we would expect these opportunities to be skewed toward Tech & Telco and Services.

Our portfolio / Investment Manager's review

The Investment Manager is pleased to report that the portfolio has delivered a strong performance during 2015. Adjusted NAV increased from €812.9 million to €923.6 million. Private Equity Investments outperformed all major global indices during 2015 with Derived Investments showing robust performance in difficult markets.

AGA's Invested Portfolio made strong returns in 2015, offsetting the impact of high uninvested cash balances held following the IPO.

The financial statements cover the period from 2 March 2015 to 31 December 2015. Where we discuss the trading period to 31 December 2014 this refers to the period for PCV Lux S.C.A ("PCV Group" or "PCV") and its subsidiaries (collectively the "PCV Group") prior to the acquisition by AGA.

Irrespective of whether the text refers to AGA or PCV, references to the trading period from 1 January 2015 include trading as PCV prior to the transfer of assets to AGA following the acquisition and listing on 15 June 2015.

Track record

AGA and its predecessor, the PCV Group (acquired at the time of the IPO) have a strong record of delivering growth in Net Asset Value. When the PCV Group was launched in 2008, it raised initial contributions of €332.8 million in the period to June 2010, growing to €611.1 million at 31 March 2015 prior to the IPO. Together with net proceeds from the IPO of €275.0 million, the combined company, AGA, has grown its net assets to €936.5 million at 31 December 2015.

The Invested Portfolio of both the PCV Group and AGA has delivered Gross IRRs on its portfolio of Private Equity Investments and Derived Investments of 25.5% from inception of the PCV Group in 2008 to 31 December 2015. Over the same time period, Private Equity Investments and Derived Investments have generated a Gross IRR of 28.6% and 24.0% respectively.

Financial highlights:

Invested Portfolio1: as at 31 December 2015: €914.7m

Adjusted NAV as at 31 December 2015: €923.6m

Gross IRR since inception of the PCV Group in 2008: 25.5%

Total Return in 2015: 13.6%

1 Excluding investments in subsidiaries.

Value of current investments as at 31 December 2015: €473.6m

Adjusted NAV as at 31 December 2015: €469.4m

Gross IRR since inception of the PCV Group in 2008: 28.6%

Total proceeds and income for the period 31 December 2014 to 31 December 2015: €24.6m

Value of current investments as at 31 December 2015: €441.1m

Adjusted NAV as at 31 December 2015: €432.4m

Gross IRR since inception of the PCV Group in 2008: 24.0%

Total proceeds and income for the period 31 December 2014 to 31 December 2015: €149.7m

Value of current investments as at 31 December 2015: €346.7m

Adjusted NAV as at 31 December 2015: €341.2m

Gross IRR since inception of the PCV Group in 2008: 23.1%

Total proceeds and income for the period 31 December 2014 to 31 December 2015: €98.7m

Value of current investments as at 31 December 2015: €94.4m

Adjusted NAV as at 31 December 2015: €91.2m

Gross IRR since inception of the PCV Group in 2008: 25.9%

Total proceeds and income for the period 31 December 2014 to 31 December 2015: €51.0m

Calculations

Calculated by adjusting the Proforma NAV as at 31 December 2014 and March 2015 and NAV at subsequent reporting periods, by performance fee reserves. There was no performance fee reserve at 31 December 2014.

Calculated for the periods at 31 December 2014 and 31 March 2015 respectively by adjusting reported NAV for net IPO proceeds received and reducing for tax share redemptions made, based upon the future IPO of AGA. Proforma NAV is provided to facilitate comparability of the reported NAV at 31 December 2015 to prior periods.

Means the value of the assets of the Company less its liabilities as calculated in accordance with the Company's valuation policy. NAV has no adjustments related to the IPO proceeds or performance fee reserves.

Gross IRR means an aggregate, annual, compound, gross internal rate of return calculated on the basis of cash receipts and payments together with the valuation of unrealised investments at the measurement date. Foreign currency cash flows have been converted at the exchange rates applicable at the date of receipt or payment by the Company. For the Company's Private Equity Investments, Gross IRR is net of fees and carried interest paid to the underlying investment manager and/or general partner of the relevant fund.

For Derived Investments, Gross IRR does not reflect expenses to be borne by the relevant investment vehicle or its investors including, without limitation, performance fees, management fees, taxes and organisational, partnership or transaction expenses.

Portfolio overview and our performance

AGA has a strategy to invest in Private Equity and Derived Investments. AGA invests in private equity by making primary and secondary commitments to, and investments in, Apax Funds. Derived Investments are typically identified as a result of the core private equity advisory business of Apax Partners - the Investment Advisor. Derived Investments are primarily investments in debt and listed equities. AGA expects to invest in approximately equal proportion between Private Equity and Derived Investments over time, although this mix will fluctuate due to market conditions and other factors.

Capital deployment since the IPO

AGA's intention at the time of the IPO was to deploy the net proceeds raised into both Private Equity and Derived Investments within 12 months following its admission to the London Stock Exchange. We are pleased to report that significant progress has been made in achieving this objective. Whilst the value of cash, cash equivalents, and legacy hedge funds was €323.2 million or 37% of Adjusted NAV as at 30 June 2015, this was reduced to €22.9 million1 or 2% of Adjusted NAV by the end of 2015. We have also succeeded in fully realising AGA's remaining legacy hedge fund investments during the second half of 2015. These legacy hedge funds no longer form part of AGA's portfolio as at 31 December 2015.

1 Including cash of €1.4 million held by the PCV Group.

Portfolio structure

The net proceeds raised during the IPO were deployed into new investments achieving a well balanced portfolio: Private Equity Investments represented 52% of the Invested Portfolio and Derived Investments represented 48% at 31 December 2015.

The overlap between portfolio companies in which AGA has invested through its Derived Investments portfolio and Private Equity portfolio is 48% of the total Derived Investment portfolio (representing 15 of the 31 Derived Investments).

AGA's investments are primarily in the Investment Advisor's four key sectors: Tech & Telco, Services, Healthcare and Consumer, with the Services sector representing the largest portfolio weight, accounting for 31% of the Invested Portfolio.

Notably, AGA does not have direct investments in the commodity or energy markets. We consider that just two portfolio companies with a total NAV of €49.6 million or 5.4% (Private Equity and Derived Investments taken together) of the Invested Portfolio have a meaningful end market exposure to these markets. These companies are not specifically energy companies, but they are involved in providing services to the oil and gas industries. We therefore believe that AGA's portfolio is well positioned in increasingly volatile markets.

Sector diversification

Whilst AGA follows a global strategy, AGA was overweight with its investments in North America, which represented 57% of the Invested Portfolio at the end of 2015. This geographical bias should be seen as a reflection of where the most attractive investment opportunities were identified in the past. Over the longer-term, we expect the portfolio to be more balanced between North America and Europe. The share of investments in Europe has already increased during 2015 to a level of 29% of the Invested Portfolio compared to 26% at the beginning of 2015. Given the market environment and outlook, we would expect this share to increase further in 2016, especially for Private Equity Investments. AGA also continues to have exposure to India and China, mainly through its Private Equity and Derived Equity Investments. India represented 9% and China 3% of the Invested Portfolio as at 31 December 2015. The weighting across those two geographies reflects our continued belief that India currently represents the more attractive investment environment.

A more cautious approach is taken towards investments in China, given overall uncertainty regarding China's future growth trajectory and volatility in its financial markets as more fully described in the market overview and outlook sections.

Private Equity and Derived Investment exposures

AGA's Invested Portfolio is diversified within the Private Equity and Derived Investment Portfolio. Private Equity Investments are made through commitments into four Apax funds with deal vintages spanning from 2005 to 2015. AGA's largest commitment is to Apax VIII (AVIII), a global buyout fund raised in 2012, and the other commitments and investments are to Apax Europe VII ("AEVII", raised in 2007), Apax Europe VI ("AEVI", raised in 2005) and AMI Opportunities Fund ("AMI", raised in 2014). The size of assets under management in these funds and the exposure of AGA to private equity investment vintages are depicted in the charts below.

The AGA Board has also recently announced its intention to commit US$350 million into the new global buyout fund raised by Apax Partners, Apax IX ("AIX"). This commitment is expected to be split 50:50 between the Euro and US$ tranches of the fund and is in accordance with the Company's investment policy to invest in new private equity funds advised by Apax Partners and with a view to maintaining a balanced exposure to Private Equity and Derived Investments.

The Derived Investment portfolio was split 79% in debt and 21% in equity at 31 December 2015. Maturities of Derived Debt Investments vary between 2018 and 2023 however, 91% of Derived Debt Investments are of the floating rate nature, significantly mitigating the interest rate sensitivity of the longer dated maturities.

NAV development and performance

NAV development

We are pleased to report that the portfolio has delivered a strong performance during 2015. Proforma NAV increased from €812.9 million as at 31 December 2014 to €936.5 million as at 31 December 2015, up 15.2%. Adjusted NAV (which includes a proforma performance fee reserve calculated on a liquidation basis, see note 12 in the notes to the financial statements) reached €923.6 million, a net increase of 13.6% in the course of the year.

Immediately preceding the admission to trading, AGA redeemed certain shares held by former PCV Group shareholders to fund tax payments due following the acquisition of the PCV Group by AGA. These tax redemptions had a negative effect of €7.6 million on Adjusted NAV during 2015. Costs and expenses incurred as part of IPO had a negative impact of €18.6 million on Adjusted NAV. Total IPO costs were €18.9m, representing, €0.3m borne by the Company for issuing new shares in excess of the initial target of €250m and IPO costs of €18.6 million which were in line with the estimates made at the time of the IPO and were, together with the amounts paid for tax redemptions, effectively borne by the former shareholders of the PCV Group on acquisition.

Please refer to note 16 in the financial statements for further details.

1 Adjusted for IPO proceeds

NAV performance

On a per share basis, Adjusted NAV per Share was €1.88 (£1.38) as at 31 December 2015, increasing from €1.66 (£1.29) at 31 December 2014.

As AGA is now essentially fully invested and there is no remaining "cash drag" on returns, we believe that Total Return rather than Invested Portfolio IRR is the most appropriate measure for AGA's investment performance from here onwards. Total Return will be measured as the annual rate of Adjusted NAV per share movement, including (i.e. adding back) dividend payments. This concept includes fees and costs incurred by AGA, including potential performance fees (or proforma reserves for such fees) and thus we believe is a true and fair measure of net investment performance.

Total Return since December 2014 was 13.6%, and in line with AGA's longer-term targets of 12-15%.

AGA outperformed all major global indices during 2015 for asset classes included in its portfolio, including benchmarks for private equity, equities and junior debt. The outperformance was a particularly positive achievement in light of the negative effect of the IPO costs and the cost of share redemptions of €0.05 per share (or 2.8%) and the significant balances of cash and cash equivalents during 2015 which had a dilutive effect on the performance.

We believe that these latter two effects are unique to 2015 and should not recur in the future.

Sources of investment performance

The increase in Adjusted NAV from €812.9 million to €923.6 million during 2015 was predominantly driven by an increase in unrealised gains of €73.8 million and income of €23.2 million. AGA also benefited from changes in foreign exchange rates, predominantly the further appreciation of the US$ against the Euro, which contributed €33.3 million to growth in Adjusted NAV. Due to strong value creation in the portfolio, the performance fee reserve had a negative impact of €12.9 million on Adjusted NAV.

During the year AGA invested €211.1 million and €249.1 million into Private Equity and Derived Investments. This compares to distributions received of €24.6 million from AGA's Private Equity Investments and realisations of €117.2 million in Derived Investments. The main contributor to unrealised gains was the Private Equity part of the portfolio, showing an increase in unrealised gains of €82.8 million. Unrealised losses in the Derived Investments portfolio were €9 million or just 2% of 31 December 2015 NAV of €441.1 million, a strong result in light of debt and public market developments during 2015. Unrealised losses in the Derived Investment portfolio were more than offset by foreign currency gains, predominantly due to the concentration of Derived Debt Investments in North America where good opportunities arose.

1 Net IPO proceeds comprise gross IPO proceeds of €301.4 million less IPO costs paid and accrued at 31 December 2015.

Portfolio Review: Private Equity

Through its commitments to the Apax Funds, AGA has exposure to Private Equity Investments in a range of companies. These portfolio company participations represent a total NAV of €473.6 million as at 31 December 2015. As the investments have been made over the period of a decade, the portfolio is well balanced across investment vintages.

Value of current investments as at 31 December 2015: €473.6m

Percentage of Invested Portfolio: 52%

Gross IRR since inception of the PCV Group in 2008: 28.6%

Total proceeds and income for the period 31 December 2014 to 31 December 2015: €24.6m

AGA is an investor in Apax Funds. Apax Partners, the Investment Advisor, adopts a three-pillared strategy focusing on delivering superior returns through sector expertise, geographic flexibility and transformational ownership by the Apax Funds.

Strategy

Apax Partners has a proven strategy of sector-focused investment advice; looking for opportunities where capital, experience and insight can release the potential of businesses and generate superior returns. The four sectors in which the Apax Funds invest on a global basis are: Tech & Telco, Services, Healthcare and Consumer.

In addition to the four sectors, Apax Partners has a digital practice which operates on a cross sector basis. The Digital Practice helps create a flow of investment opportunities and optimises the performance of digital or digitally-enabled portfolio companies.

Apax Partners has employed a sector-focused investment strategy since inception and has built deep knowledge and a global contact book in its chosen sectors. Apax Partners currently employs approximately 100 investment professionals who are organised along sector lines and whose executives typically have considerable relevant experience either in industry, consulting or investment banking.

Investment opportunities are evaluated on a global basis by the Investment Advisor. Local teams are integrated into global sector teams, reinforcing a collaborative culture and allowing the Investment Advisor to recommend geographically diversified investment opportunities.

The Investment Advisor believes that its global platform provides a differentiated advantage, specifically allowing it to find pockets of relative value within its sectors, better evaluate investment opportunities in specific sub-sectors, support portfolio companies' international expansion and maximise exit opportunities.

Apax Partners seeks to create value by transforming the businesses in which the Apax Funds hold majority or significant stakes, thereby generating enhanced returns. The Apax Funds seek to transform them by appointing investment professionals from the Investment Advisor to their boards and giving them access to a suite of dedicated in-house resources, including the OEP. The OEP includes professionals who support the Apax Funds' investment strategy by participating in due diligence, and providing assistance to portfolio companies in specific functional areas such as, for example, digital acceleration.

Finally, the Capital Markets Practice provides support to the Apax Funds on the financing and structuring of investments, and also to the Derived Investments team on debt investments.

Investment process

The Apax Partners private equity investment process can be summarised as follows:

Apax Partners generates investment ideas through its sector team networks globally. The sector teams typically identify sub-sectors within the four core investment sectors that they believe will benefit from secular growth trends. Within each sub-sector, the relevant members of the investment team identify companies expected to be among the biggest beneficiaries of growth and other developments in a sector. Apax Partners' sector-focused philosophy requires global coordination amongst its geographically dispersed investment teams, which takes place through frequent communication and cross-office deal resourcing. Investment opportunities are also subject to assessment by the Operational Excellence Practice and, where relevant, the Digital Practice.

Potential investment ideas are assessed by the Apax Partners Investment Committee. The Investment Committee provides guidance to deal teams on key areas of due diligence, assessment of risks and rewards, and general attractiveness and suitability of a deal as it pertains to an Apax Fund's investment mandate. The Investment Committee (and an earlier stage Approval Committee) also formally approves the deal expense budgets and the external advisors to be engaged in due diligence. In analysing potential investments, Apax Partners conducts due diligence of a scope that it considers appropriate for the type and size of that investment and which it believes to be consistent with general practice for private equity investments, including, amongst others, legal, financial, compliance and management due diligence. The Investment Committee makes investment recommendations to the relevant Apax Fund's investment manager and/or general partner and provides ongoing guidance on pricing, contractual negotiations and other considerations prior to signing or closing. Members of the relevant investment team are actively involved throughout the process and participate in, and contribute to, investment recommendations.

Apax Partners seeks to play an active role in the development of the portfolio companies in which Apax Funds invest. Apax believes that value can be created by being able to influence portfolio company strategy, execution, exit timing and process. It seeks to provide portfolio companies with input on deal and industry experience, project management and planning capabilities and corporate finance insights. Typically, Apax Funds seek to acquire the right to nominate one or more directors on the boards of portfolio companies, which they generally seek to fill with individuals from Apax Partners with relevant industry expertise.

The Apax Partners Investment Committee aims to review each portfolio company and its development approximately twice a year, or more often where necessary. The review of portfolio companies assesses their progress compared to original plans and considers items such as ongoing management changes, capital structure and further funding requirements.

The average length of an investment by Apax Funds is approximately five years. In situations where investment goals have been realised, where interest is received from a potential acquirer, where an investment is underperforming compared to original goals without the expectation of future improvement, or where it otherwise is appropriate to review the possibilities of exiting an investment, the Investment Committee will review the investment. The focus of the review is to prepare a recommendation towards exiting an investment, including advising on optimal exit timing and the expected returns and evaluating purchase offers. The Investment Committee makes a recommendation to the relevant Apax Fund's investment manager and/or general partner when it believes it is an appropriate time to sell a portfolio company.

Portfolio composition: Private Equity

As at 31 December 2015, AGA has made investments in, and commitments to, four Apax Funds.

AEVI and AEVII are fully invested and the focus of these funds is to make use of current market conditions to realise investments that have generated value, either through the public markets or in private transactions.

AVIII and AMI are in their investment periods.

Ÿ Apax VIII is a dual currency fund consisting of a Euro and US$ tranche, both of which AGA has invested in.

Ÿ AVIII was c.80% invested and committed as at 31 December 2015 (including, where relevant, any transactions funded through the capital call facilities of the Apax Funds where capital calls have not yet been made but excluding any new investments that have been announced but not completed during the reporting period). Due to strong deal flow for the Apax Funds, the proportion of AVIII which is invested or committed increased significantly during 2015 from 29% at the start of the year.

Ÿ AMI closed its first two investments during 2015 totalling 11% of committed capital, which have now been fully financed by committed capital drawdowns.

Commitments to Apax Funds

NAV development and investment performance: Private Equity

NAV development

During the year NAV attributable to the Private Equity portfolio increased from €198.8 million to €473.6 million. Adjusted NAV of the Private Equity portfolio increased from €198.8 million to €469.4 million. Adjusting for capital flows during the year NAV has increased by 21.5%1 and Adjusted NAV by 20.5%2. Unrealised gains were €82.8 million, whilst FX movements of €5.5 million in the period had a positive contribution to the Adjusted NAV of the Private Equity portfolio.

NAV performance

Ten portfolio companies were fully or partially realised during this period at an average Multiple of Invested Capital ("MOIC") of 3.7x to the Apax Funds, as at 31 December 2015, with AGA receiving €24.6 million in distributions from AEVII and AEVI during the year. In addition, 11 new investments have been made in the year by AVIII and two by AMI. AGA has invested €211.1 million in Private Equity during the year by virtue of being a limited partner in the Apax Funds.

Underlying portfolio companies grew Last Twelve Months ("LTM") Revenue by 7.8% and LTM EBITDA by 9.0% on average which compares to 14.4% LTM Revenue growth and 11.8% LTM EBITDA growth in the prior year. The decline in growth rates reflects a number of factors. Although some portfolio companies continued to grow significantly in the year, this was from a much higher base due to 2014's strong growth, thus nominally reducing the growth rate. In addition, the addition of new portfolio companies in 2015 where the Investment Advisor's transformational efforts still take time to take effect had an impact on EBITDA growth rates. However, a minority of portfolio companies have also faced tougher trading environments, which is being closely monitored by the Investment Advisor.

Valuation multiples at which the portfolio companies are held in the Apax Funds have increased from 11.3x LTM EBITDA to 12.4x LTM EBITDA between 31 December 2014 and 31 December 2015, reflecting higher public market multiples in the four core sectors Apax Funds invest in, used to value the Private Equity portfolio. Although the majority of portfolio companies saw valuation multiple accretion during the year, a minority of investments contributed the majority of the uplift in valuation multiples. However, the change also includes the impact of full exits of six companies from the portfolio and thirteen new additions to the portfolio during the year.

The average leverage level of portfolio companies in the Private Equity portfolio was 4.6x LTM EBITDA as at 31 December 2015, down from 4.9x LTM EBITDA as of 31 December 2014. This change reflects the portfolio companies' efforts to de-lever and increase EBITDA, but also includes the change due to exits and additions to the underlying portfolio. It is noteworthy, however, that the portfolio has been able to de-lever to this extent given that a number of portfolio companies made use of additional leverage to finance M&A activity. We consider the leverage level of the portfolio companies in the Private Equity portfolio to be appropriate.

1 Calculated by taking the NAV as at 31 December 2015 and adding back realisations received divided by the sum of NAV at 31 December 2014 and investments and calls paid.

2 Calculated by taking the Adjusted NAV as at 31 December 2015 and adding back realisations received divided by the sum of NAV at 31 December 2014 and investments and calls paid.

Private Equity performance drivers

Operating metrics

3 Represents the weighted average of the respective metrics across the underlying portfolio companies, current per the indicated date, using latest available information.

4 Represents investments and exits during the year ending at the indicated date. Note that the 13 new investments during 2015 excludes the additional AEVII stake acquired by AGA during 2015. In addition the 10 exits during 2015 includes six full exits and four significant partial exits.

Investment activity: Private Equity

Deal activity within the Apax Funds during 2015 was strong, particularly on the exit side, where the Apax Funds fully or partially realised a total of ten investments at an average MOIC of 3.7x and gross IRR of 31% to the Apax Funds, as at 31 December 2015.AGA received €24.6 million in distributions during 2015.

New investments 2015

Apax Funds have maintained discipline in pursuing investments, drawing on the Investment Advisor's sector knowledge and global reach to identify opportunities. These are in niches with reasonable entry prices, early value creation and transformation potential. The Apax Funds in which AGA has invested have made the following investments during 2015:

Ÿ Acquisition of a majority stake in EVRY, a Scandinavian provider of IT services. The investment thesis is to optimise the cost structure of this former state/utility-owned asset. AGA's indirect NAV exposure in EVRY corresponds to €43.5 million.

Ÿ Take private of Exact, a Dutch ERP and accounting software provider to small and medium-sized businesses. The investment thesis is to help the Company expand its international business whilst continuing to grow domestically. AGA's indirect NAV exposure in Exact corresponds to €27.8 million.

Ÿ Purchase of a controlling stake in Azelis, a pan-European specialty chemical distributor. Azelis was able to leverage the Investment Advisor's global reach and capabilities to acquire Koda, the leading speciality chemicals distributor in North America. As part of this transaction the Apax Funds invested additional capital. The investment thesis remains the pursuit of both organic and inorganic growth in a consolidating market. AGA's indirect NAV exposure in Azelis corresponds to €28.4 million.

Ÿ Buying a large minority stake in publicly listed Shriram City Union Finance, a leading specialty lender to small and mid-sized enterprises ("SMEs") in India. The investment thesis recognises that lending to SMEs is under-penetrated in India which coupled with an improving Indian economy will allow for above average, sustained growth in specialty lending. AGA's indirect NAV exposure in Shriram City Union Finance corresponds to €14.7 million.

Ÿ A majority stake in Schultz Catering, a market leader in corporate catering services in Israel. AGA's indirect NAV exposure to Schultz Catering is c. €1.2 million.

Ÿ Take private of Quality Distribution, the number 1 chemical bulk tank truck logistics network in North America. The investment thesis is based on secular growth in chemical transportation volume and market share growth through M&A. AGA's indirect NAV exposure to Quality Distribution is €11.8 million.

Ÿ Acquisition of RFS Holland, which has as its core business Wehkamp, the leading Dutch online retailer in fashion, electronics, and home and garden; and Lacent, a provider of consumer finance to Wehkamp consumers. This investment represents a transformation opportunity in relation to migrating to a new state-of-the-art distribution centre and new technology platform and optimising its marketing strategy. AGA's indirect NAV exposure to RFS Holland corresponds to €21.2 million.

Ÿ Purchase of a majority stake in Idealista, Spain's leading real estate classifieds market place with monthly unique users of over 10 million. The investment thesis is contextualised in an expected strong real estate recovery in Southern Europe, with digital optimisation through the Apax Partners digital and OEP practices representing strong value creation drivers. AGA's indirect NAV exposure corresponds to €13.7 million.

Ÿ Acquisition of a majority stake in Ideal Protein, a leading comprehensive weight loss solutions provider targeting the clinical market in the US and Canada. The investment thesis is to enhance the management team, including a new CFO, improved consumer engagement through OEP initiatives, and leveraging the Apax Partners global network to drive international expansion. AGA's indirect NAV exposure to Ideal Protein corresponds to €7.1 million.

Ÿ Acquisition of Golden Pages Group, the leading consumer internet group in Israel with the dominating "Zap" brand for online price comparison. The investment thesis is based on further growth of online information usage for consumer purchasing decisions, and the possible building of a national online platform. AGA's NAV indirect exposure to Golden Pages Group is €2.4 million.

Ÿ Acquisition of a large minority stake in publicly listed Zensar Technologies, an Indian technology services provider to global clients in manufacturing, retail and hi-tech verticals. The investment thesis benefits from an attractive valuation, and recognises the impact of a new high-quality CEO, enhanced capabilities through M&A, and portfolio synergies that could be achieved through OEP initiatives. AGA's indirect NAV exposure to Zensar Technologies corresponds to €8.7 million.

Ÿ Acquisition of a majority stake in Assured Partners, a leading middle market insurance brokerage firm that distributes property and casualty, personal lines, and healthcare insurance. The investment thesis is similar to a prior investment in AEVII and relies on value creation through M&A, organic growth and margin improvement. AGA's NAV indirect exposure to Assured Partners corresponds to €28.8 million.

Ÿ Purchase of a majority stake in Full Beauty, a direct-to-consumer market leader in the US plus-size apparel market. The investment thesis is based on a continued evolution of the catalogue to online, Apax Partners Digital Practice operating initiatives, and widening the focus of commercial investment. AGA's indirect NAV exposure corresponds to €25.3 million.

Ÿ AGA was also able to increase its exposure to AEVII by acquiring a stake in the partnership vehicle entitling AGA to what is commonly referred to as "Carried Interest", which is the share of profits of a private equity fund that is paid to the investment manager or sponsor of a private equity fund. AGA has invested €10.5 million into the purchase of the carried interest stake. The carried interest stake can deliver a very attractive return upside to its existing limited partnership interest in AEVII. The investment in the AEVII Carried Interest partnership is shown as part of the AEVII stake throughout this report.

Full and partial exits 20151

The following portfolio companies were fully or partially exited from the Apax Funds in which AGA invests in, during 2015:

Ÿ Orange Communications, a Swiss mobile operator, was sold to a strategic acquirer for a total return including prior recapitalisations of 2.2x MOIC and 50% IRR. Significant value was created by carving out Orange Communications successfully from France Telecom and improving its operating margins during the ownership period.

Ÿ Tnuva, the largest food company in Israel, was sold for a total MOIC of 5.5x and IRR of 38%. This result was made possible by the seven-year transformation of the former co-operative run by over 600 members into a lean, for-profit business.

Ÿ Travelex, a global retail foreign exchange business, was sold to a strategic acquirer for a total MOIC of 1.0x, after expanding the business into new markets.

Ÿ Auto Trader, the leading auto classifieds business in the United Kingdom, was listed in the largest ever UK sponsor-backed IPO at the time. AEVII still retains a 25% stake in Auto Trader as at 31 December 2015. The price at the close of the first trading day represented a MOIC of 4.2x and 25% IRR. The key driver of investment performance was the transformation of Auto Trader from a print publisher into an online company with a significant presence on mobile devices, which allowed for growth and valuation multiple re-rating.

Ÿ Sophos, a security software business, successfully listed in London during June 2015 in the largest-ever IPO of a technology business in the UK. The issue was significantly oversubscribed. The IPO valuation represented a MOIC of 2.8x and 24% IRR. A key driver of Sophos' investment performance was its transformation from an end point security provider to a strategy of providing "Complete Security" and focusing on network security, mobile security and security solutions delivered via the cloud.

Ÿ Capio, a pan-European hospital and healthcare services operator, also completed a public market listing in Sweden during the period. The IPO valuation represented a MOIC of 1.8x and 8% IRR. Significant value was created by the Company's market position enabling it to benefit from positive demographic trends and growth in the private healthcare sector.

Ÿ Epicor, a leading ERP software maker based in the US, completed a second refinancing of its capital structure during the period. As part of the refinancing, the retail services division of Epicor was spun out and renamed into Aptos. The Apax Funds continue to hold stakes in both Epicor and Aptos.

Ÿ iGate, a Nasdaq-listed provider of offshore-based IT and business process outsourcing services to Global 1000 clients, was sold to Cap Gemini for a total MOIC of 3.8x and 38%. This result was made possible by the synergistic combination of iGate and Patni, which created a strongly growing Tier 1.5 company and achieved a 5.5x valuation multiple rerating on exit.

Ÿ SouFun, China's leading online real estate portal, was fully exited on the public markets for a MOIC of 3.2x and IRR of 38%. The Company grew significantly during the hold period, through Operational Excellence Practice initiatives including the development of core KPIs and instrumentation to run the business in addition to a focus on mobile development.

Ÿ Farmafactoring, a leading provider of credit management and non-recourse factoring services to suppliers to the Italian and Iberian public sectors, was sold for a MOIC of 5.4x and IRR of 23%. Key to delivering these returns was the growth of factoring and the strengthening of the Company's market leadership during the investment period.

1 Maturities for Cengage Nelson, an investment of AEVII valued at zero for the entirety of 2015, fell due in the second half of 2014. As of the 31 December 2015, AEVII holds no residual value with the investment fully written down.

Portfolio review: Derived Investments

While seeking private equity opportunities, the Apax Partners investment teams frequently identify undervalued assets and attractive investment opportunities in asset classes outside their classic private equity mandate. These opportunities typically include investments in public or private debt as well as equity, predominantly public equity, and form the basis of AGA's Derived Investments portfolio. Derived Investments are made both in debt and equity instruments. These investments represent a total NAV of €441.1 million as at 31 December 2015.

Value of current investments as at31 December 2015: €441.1m

Total NAV as at 31 December 2015: Debt: €346.7m Equities: €94.4m

Gross IRR since inception of the PCV Group in 2008: 24.0%

Strategy

AGA's Derived Investments are typically made in Apax Partners' four core industry sectors - Tech & Telco, Services, Healthcare and Consumer - and utilise Apax Partners' global footprint. The Investment Manager leverages Apax Partners' extensive investment expertise gained through its core private equity business. Its global approach of pro-active deal generation provides the Investment Advisor with the necessary insight into business models, intrinsic value, and capital structures to identify attractive investment opportunities it can recommend to the Investment Manager. In addition, the Capital Markets Practice plays an integral role in evaluating the attractiveness and risks of Derived Investments in debt. The CMP can leverage its detailed insight and knowledge of debt financing markets globally which it has accumulated over years by advising on structuring debt financings for the Apax Funds' portfolio companies.

In contrast to investments by the Apax Funds, Derived Investments in equity are typically non-controlling stakes.

The investment approach of the Investment Advisor is typically to identify assets and opportunities which appear to be undervalued on a risk-adjusted basis. The Investment Advisor's team are sector specialists, with the knowledge and expertise to identify opportunities where value can be created. Potential investments are usually assessed on an individual asset basis and portfolio risk is, in the first instance, managed at the individual asset level. As the intention is to manage the portfolio on a fully invested basis, additions to the portfolio are also evaluated on a relative basis comparing a new investment to the future investment merits of the existing portfolio.

Once added to the portfolio, the Investment Advisor and the Investment Manager monitor the investment against its return expectation and performance targets to identify the right point to crystallise the value that has been generated. Typical holding periods for Derived Investments vary between one and three years.

AGA does not currently hedge its Derived Investment portfolio.

The traditional listed private equity fund model faces meaningful liquidity management challenges due to the uncertainty around timing of private equity investments as well as their illiquid nature. AGA's unique combination of Private Equity and Derived Investments optimises cash management by allowing AGA to deploy excess liquidity into Derived Investments and sourcing liquidity for deployment into Private Equity out of its existing Derived Investment portfolio. Return drags from large cash balances are therefore minimised for investors. Investment sizes in Derived Investments are typically smaller than AGA's Private Equity fund commitments. In addition, AGA has access to a revolving credit facility which it can use in accordance with its investment policy to finance or refinance short-term investments such as the draw down on commitments to the Apax Funds. Through this structure, AGA also has the instruments in place to protect shareholder returns in periods of temporary market dislocations.

Investment process

The investment process for Derived Investments largely mirrors the process the Investment Advisor has for private equity investments: while the Investment Advisor has responsibility for sourcing and recommending Derived Investments, the Investment Manager manages AGA's assets and investments on a discretionary basis.

Potential investment opportunities are derived from the core private equity process of the Investment Advisor. Typically members of the sector teams of the Investment Advisor raise potential investment opportunities they identify as part of their work on advising the Apax Funds with the Apax AGA team. In addition, the Apax AGA team support the sector teams through processes and tools to systematically monitor their respective sectors for investment opportunities that could be of interest to AGA. In addition, the Capital Markets Practice is inherently part of the process to identify Derived Investments due to their in-depth insight into debt capital markets. The process to identify investment opportunities is carried out on a global basis.

Once identified, the Apax AGA team and, for Derived Debt Investments, the Capital Markets Practice work together with members of the sector team to evaluate the attractiveness and risks of an opportunity. The precise scope of review that the Investment Advisor undertakes on a potential Derived Investment opportunity depends on the nature of the opportunity. Where the Derived Investment opportunity relates to a company which is well known to the Investment Advisor, either due to a current or past investment by the Apax Funds or otherwise, the Investment Advisor is able to leverage its knowledge of the Company to provide insight into the potential investment without needing to undertake as fulsome a review as would be necessary for a new investment. The scope of the Investment Advisor's review also varies based on several other factors, including whether the Company is publicly listed in which case access to information could be limited. Analysis is also carried out in relation to the asset class the investment is proposed in. Following a due diligence review, potential investment ideas are assessed by the AGA Investment Committee. The AGA Investment Committee makes investment recommendations to the Investment Manager. Members of the relevant sector team are actively involved throughout the process and participate in, and contribute to, investment recommendations. The AGA Investment Committee, where relevant, can also draw on advice from the Operational Excellence Practice and the Digital Practice.

Typically AGA's Derived Investments are non-controlling equity investments or investment in debt. The Investment Advisor's role in supporting a portfolio company is therefore significantly more limited in comparison to the support the Investment Advisor can provide to a portfolio company in private equity. For Derived Investments, the Investment Advisor will typically focus on regularly evaluating the progress the investment makes against the initial and updated investment goals, updating due diligence where relevant, and providing an exit recommendation to the Investment Manager at an appropriate time. Where the Company makes a Derived Investment in a portfolio company of an Apax Private Equity Fund, AGA believes its Derived Investment benefits indirectly through the ongoing support that the Investment Advisor can provide the portfolio company through the influence that the Apax Funds have as shareholders in such companies.

The average hold period of a Derived Investment is typically between one to three years, although the hold period may vary depending on the nature of the investment, progress made in achieving the investment objectives, and general market conditions. In situations where the Investment Advisor believes that the initial investment goals have been realised, where an investment is underperforming compared to original goals without the expectation of future improvement, or where it otherwise is appropriate to review the possibilities of exiting an investment for example, to fund capital calls of the Private Equity portfolio, the AGA Investment Committee will generally review the investment. The focus of the review is to prepare a recommendation to the Investment Manager which enables the Investment Manager to exit the position or not, including advising on optimal exit timing and terms. In addition to event driven investment reviews, the Apax AGA team constantly monitors the trading levels of the portfolio and reviews the portfolio in its entirety on a regular basis.

Portfolio composition: Derived Investments

Overview

As at 31 December 2015, the Derived Investment portfolio had a NAV of €441.1 million, with €94.4 million (or 21% of the Derived Investments portfolio) held in 12 equity investments in listed companies and €346.7 million (or 79% of the Derived Investment portfolio) invested in 21 debt positions in 19 companies. Of those 31 companies, 14 are portfolio companies of the Apax Funds. All except €3.2 million of the Derived Investments portfolio are in the Investment Advisor's four focus sectors with the Consumer sector representing the highest portfolio weight accounting for 28% of the Derived Investment portfolio.

AGA's Derived Investments in debt are predominantly in US$ denominated instruments, which represented 64% of the Derived Investment debt portfolio as at 31 December 2015. Spreads in the US subordinated debt markets have widened both on an absolute basis and on a relative bases compared to similar rated debt instruments in Europe. More attractive investment opportunities were therefore available in North America during 2015. This is reflected in the portfolio composition as at 31 December 2015, though we expect currency exposure to be more balanced in the long run. Maturities of Derived Debt Investments vary between 2018 and 2023 however 91% of Derived Debt Investments are of a floating rate nature, significantly mitigating the interest rate sensitivity of the longer-dated maturities. We believe that the portfolio is prudently positioned given its sector exposure and in light of credit markets increasingly starting to differentiate between higher and lower quality credits, with high yield and junior loans exposed to the energy and commodity markets being most affected.

AGA's Derived Investments in equity are €94.4 million (or 21% of the Derived Investment portfolio), of this €74.3 million is invested in listed equities in emerging markets. Valuation levels for listed equities in many developed markets peaked during the first half of 2015, reducing the availability of value opportunities. We believe that equity in emerging markets offers an attractive opportunity for Derived Investments, especially where companies receive less analyst coverage either due to size or competitive positioning. €74.3 million (or 16.8% of the Derived Investment portfolio) is invested in listed equity across India and China. We have reduced the exposure to investments in China during 2015 (down to 3% of the Derived Investment portfolio from 4% at 31 December 2014) due to its uncertain growth trajectory.

NAV development and investment performance: Derived Investments

NAV development

The Derived Investment portfolio has grown from €294.8 million at 31 December 2014 to €441.1 million at 31 December 2015, an increase of 49.6%. The main driver of the increase in NAV was the deployment of additional capital: €210.0 million was invested in new debt investments, and €39.1 million was invested in listed equities. Realisations during 2015 were €73.1 million for debt investments and €44.1 million for equity investments. Realisations out of the equity portfolio exceeded new investments as AGA took advantage of high valuations available in the public markets during the first half of 2015. Debt investments generated an unrealised loss of €14.8 million (or 3.4% of Derived Investment NAV as at 31 December 2015) due to widening spreads in credit markets. Unrealised gains in equities together with foreign exchange gains across both debt and equity added €14.4 million to the Derived Investment NAV during 2015.

Investment performance

The Derived Investment portfolio had a strong performance in the year, with an increase in Adjusted NAV to €432.4 million and a like-for-like performance of 8.9%1. Performance was driven by unrealised fair value movements of €14.4 million of which €23.4 million was attributable to foreign currency gains partially offset by an unrealised loss of €9.0 million. Four equity positions were fully or partially realised generating a total gross IRR of 77%. Of the four positions which were fully exited, three generated a gross IRR between 36% and 171%. One position was sold at a loss of €2.1 million, as it was not performing to plan and no opportunity for further improvement was expected. Four debt positions were either redeemed or repaid during the same period: these positions generated a total gross IRR of 14%.

Derived Investments, in both debt and equity contributed positively to the overall increase in Adjusted NAV since 31 December 2014. As the majority of Derived Investments in debt are denominated in US$ the weakening of the Euro against the US$ had a positive impact on the development of Derived Investments Adjusted NAV of 5.8% from debt investments only, and 5.4% from all Derived Investments.

Derived Investments, most importantly investments in debt, continue to be a significant component of the ongoing investment income. As at 31 December 2015, the average running income yield on debt investments in the Derived Investment portfolio was 9.6%. This is calculated by taking the weighted average of current full year income yield of each debt position in the debt portion of the Derived Investments portfolio as at 31 December 2015.

Operating performance

Portfolio companies in the Derived Investments portfolio demonstrated a strong full operational performance during 2015. Average LTM EBITDA growth at 31 December 2015 was 5.0% for Derived Debt Investments. Seven portfolio companies out of 19 in which AGA has invested in debt showed negative LTM EBITDA growth, whereas the remaining 12 portfolio companies grew their EBITDA at levels between 2.0% and 45.0%. Average LTM earnings growth was 14.8%. Four portfolio companies out of 12 equity investments showed negative LTM earnings growth trends. The remaining eight grew their earnings at levels between 6.3% and 36.9%.

The Investment Manager is monitoring those companies where current operating performance is lagging expectations. Where a Derived Investment in debt is made in a portfolio company in the Apax Funds, the Investment Advisor is also actively involved in supporting and identifying improvement opportunities.

Derived Investments - performance drivers (€m)

Operating metrics: Derived Investments

1 Calculated by taking NAV as at 31 December 2015, adding back realisations, income received of €23.2 million and realised gains of €10.6 million divided by the sum of NAV at 31 December 2014 and new investments.

2 GAV weighted average yield to maturity (YTM) of the Derived Investments Debt portfolio.

3 GAV weighted average of the current full year income (annual coupon/clean price as at 31 December 2015) for each debt position in the Derived Debt Investments as at 31 December 2015.

4 GAV weighted average of latest available year-over-year LTM EBITDA growth of the underlying Derived Debt Investments.

5 GAV weighted average of latest available year-over-year LTM earnings growth of the underlying Derived Equity Investments.

6 GAV weighted average Price Earnings multiple of Derived Equity Investments.

Investment activity: Derived Investments

New investments 2015

The Investment Advisor continued to identify an attractive deal flow in 2015, and the Company made the following investments:

Ÿ A €5.3 million investment in the stock of Hinduja Global Solutions ("HGS"), an Indian PBO service provider. HGS has a strong healthcare offering in the US market and the longer-term potential of HGS was not fully reflected in their share price.

Ÿ AGA invested €8.9 million in the debt (second lien senior secured notes) of Azelis, alongside a private equity investment made by the Apax Funds. Azelis is a stable and cash generative chemical distribution company operating in Europe. This investment was repaid later in 2015 as part of a refinancing, supporting Azelis' acquisition of a US competitor (see Disposals 2015 for details). €19.0 million was reinvested in the debt (second lien senior secured notes) issued by Azelis as part of the acquisition.

Ÿ A €22.3 million investment was made in the debt (second lien senior secured notes) in Epicor, an AEVI and AEVII portfolio company, as part of a refinancing. The Investment Advisor is highly familiar with the Epicor business and identified the debt investment as an attractive risk return profile for AGA.

Ÿ A total debt investment of €24.6 million into Exact Holding. Both the first lien senior notes and the second lien notes became available during general syndication at discounts which presented an attractive price for AGA.

Ÿ An €8.8 million investment in the debt (second lien term loan) of Physiotherapy was made as part of a refinancing following a change in ownership. Physiotherapy is a North American provider of physiotherapy services which the Investment Advisor's healthcare team has closely followed.

Ÿ AGA also increased its stake in the debt of Genex (second lien secured notes) when additional notes became available so as to fund an acquisition that Genex was undertaking.

Ÿ AGA participated with €15.0 million in the syndication of the bonds (senior secured notes) financing LabCo's acquisition of Synlab. The European lab space is a sector the Investment Advisor knows well through an Apax Fund's investment in Unilabs. The bonds offered an attractive relative value to the rest of the traded lab universe, and we were able to realise the LabCo investment later in 2015 at an attractive return (see Disposals 2015 for details).

Ÿ AGA invested €16.6 million in the second lien term loans issued by Quality Distribution, an AVIII portfolio company active in the US chemicals distribution market.

Ÿ As part of the debt syndication process, AGA invested €28.6 million in the second lien term loans of Assured Partners, an AVIII portfolio company in the US insurance brokerage market. The US insurance market is a sector the Investment Advisor knows well from advising on the Apax Funds former investment in HUB International.

Ÿ A €30.4 million investment was made in the second lien term loans of Full Beauty, a plus size fashion retailer in the US. The Company is an AVIII portfolio company. The transaction was priced at a point in time where markets showed significant volatility driven by technical reasons rather than fundamental concerns around the credit.

Ÿ AGA also increased its existing position in rue 21 first lien term loans by €11.6 million in the light of a technical driven sell-off of US retail companies which presented AGA with an attractive opportunity to increase its existing position.

Ÿ AGA invested €9.8 million in Sinopharm, a Chinese pharmaceuticals distribution company, as well as €13.7 million in Cinda Asset Management, a distressed asset manager. AGA believes that these two companies are well positioned even in a weakening economic environment in China.

Ÿ AGA also increased its existing position in LIC, an Indian housing finance service provider, by €7.6 million at what the Investment Advisor believes to be attractive valuation levels.

Ÿ AGA invested €2.8 million in the IPO of Alkem Laboratories, an Indian pharmaceutical company, with strong brands and a solid growth outlook driven by significant past investment

Disposals 2015

During 2015 the following Derived Investments were fully disposed of:

Ÿ In the course of its IPO, Auto Trader - an AEVII portfolio company - repaid debt in which AGA had participated. The gross IRR from this investment was 33.0%.

Ÿ The Apax Europe VII Co-Invest facility was fully repaid during April 2015. The Apax Europe VII Co-Invest facility produced a gross IRR of 12.2% over the four-year hold period.

Ÿ Full realisation of the equity investment in KPIT, an Indian based technology provider. A loss of €2.1 million was realised from the transaction. Following the Investment Advisor's review of the position, we concluded that the investment underperformed expectations and that it was unlikely that the original investment thesis could be realised.

Ÿ Full realisation of equity investment in China Rundong. Concerns around overall macro and micro-economic factors affecting the sector Rundong operates in triggered the decision to sell AGA's position. The investment generated a gross IRR of 41.2% over a holding period of circa one year.

Ÿ Full realisation of equity investment in Telecity. Given very attractive valuation levels of Telecity following the announcement of the takeover offer made by Telecity's competitor Equinix, AGA disposed of its investment in Telecity which delivered a gross IRR of 171%.

Ÿ The position in HDFC was fully realised. Following strong operational performance in line with the investment thesis, the investment was exited at an overall gross IRR of 96.1%.

Ÿ As a result of the add-on acquisition by Azelis in Q4 2015, the Company refinanced the previous capital structure repaying the debt above par per the call structure. As a result, AGA was repaid generating a gross IRR of 16.0%.

Ÿ At issuance, Synlab bonds offered attractive pricing versus its peers. The Investment Advisor identified a relative price correction to its peers as a key element of the investment thesis. This thesis materialised quicker than anticipated and AGA divested its holding in December 2015 generating a Gross IRR of 18.7%.

Top 10 portfolio investments

Top 10 portfolio investments - Private Equity funds

AGA's indirect exposure as of 31 December 2015

1 Valuations reflect a pro-rata allocation of the respective utilised leverage facilities (where relevant), excluding fees and expenses.

Top 10 portfolio investments - Derived Investments

As of 31 December 2015

Principal risks and uncertainties

Identifying risks

The Board has overall accountability for ensuring that risk is effectively managed within the Company and on behalf of the Board, the Audit Committee has undertaken an exercise for identifying, assessing and managing the risks within the Company. Risks have been identified and measured both for likelihood of occurrence and potential impact to the Company. The outcome of this exercise forms a consolidated view of the risks within the business which is reviewed and challenged by the Board.

A summary of the main risks faced by AGA is outlined opposite.

For more information on financial risk management see note 14 of the financial statements

The Company and its investments

The target return and target dividend yield are based on estimates and assumptions that are outside the control of the Company. The actual rate of return and dividend yield may be materially lower than the targets which may affect the market price of the Company's shares.

The direct and indirect investments may be difficult to value accurately and there can be no assurance that the values of investments reported will in fact be realised which may impact the market price of the Company's shares.

Due diligence of investments (both direct and indirect) may fail to identify relevant facts or circumstances which may lead to unsuccessful investment decisions.

The Company through its direct and indirect investments is vulnerable to risks related to non-controlling investments and investments with third-parties which may affect the Net Asset Value of the Apax Private Equity Funds and therefore the market price of the Company's shares.

The investment amount may exceed the amount realised on exit of an investment resulting in losses on part or all of an investment.

Past performance of the portfolio is not an indicator of the Company's future performance. Various factors including fee arrangements, structure, terms leverage and investment horizons can affect returns and actual returns will vary from historical returns.

There is a risk of over-exposure to one asset in the portfolio or to a high correlation amongst the assets.

Derived Investments

The Company's Derived Investments in portfolio companies in which Apax Funds invest may give rise to conflicts of interest. Whilst a conflicts of interest policy has been put in place, there is a risk that the Company may be limited in voting in its own interests as a result.

The illiquidity of Derived Investments in loans and other credit investments may have an adverse impact on their price and the Company's ability to trade in them.

The Company's Derived Investments may include investing in sub-investment grade and unrated debt obligations, which are subject to greater risk of loss than higher-rated securities. In addition, the market for non-investment grade securities may be smaller and less active than that for higher-rated securities, all of which may adversely affect the prices at which the securities can be sold and result in losses to the Company.

Private Equity Investments

The Company's investments will be affected by the investment policies and decisions and other activities of the Apax Funds and, although the Investment Manager will monitor the performance of the Company's investments, it and the Company will have little or no control over the activities of the underlying Investment Managers and/or general partners of the Apax Funds in which the Company invests.

The Company may be unable to meet its investment commitments in the Apax Funds, which could affect the value of the Company's investments in the Apax Funds and the market price of the shares.

The Investment Manager and the Investment Advisor

The Company will depend on the services and the management performance of the Investment Manager and the Investment Advisor, respectively, and on the expertise of the Investment Manager's and Investment Advisor's personnel in providing investment management and advisory services.

Other client relationships and investment activities of Apax Partners may conflict directly or indirectly with the activities of the Company and could prejudice investment opportunities available to, and investment returns achieved by, the Company. Loss of investment opportunities for the foregoing reasons and/or prejudice towards investment returns may affect the Company's performance and have a material adverse impact on the market price of the Company's shares.

Britain's membership of the European Union

Whilst AGA has limited direct exposure to UK-based positions, a vote to leave the European Union could potentially have a material impact on both the share price and on the value of the Invested Portfolio.

Operational risks

The Company relies extensively on third parties for services and is subject to the operational risk controls at these entities. A control failing at any of these entities could have a material adverse impact on the market price of the Company's shares.

Statement of Directors' responsibilities in respect of the annual report and audited financial statements

Annual report and financial statements

The financial statements are required by law to give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the Directors are required to:

Ÿ select suitable accounting policies and apply them consistently;

Ÿ make judgements and estimates that are reasonable and prudent;

Ÿ state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

Ÿ prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping proper accounting records, which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies (Guernsey) Law, 2008 (as amended). They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

The Directors confirm that they have complied with the above requirements in preparing the financial statements and that to the best of their knowledge and belief:

Ÿ this annual report includes a fair review of the development and performance of the business and the position of the Company together with a description of the principal risks and uncertainties that the Company faces;

Ÿ the financial statements, prepared in accordance with IFRS adopted by the EU, give a true and fair view of the assets, liabilities, financial position and results of the Company, taken as a whole as required by DTR4.1.6, and are in compliance with the requirements set out in the Companies (Guernsey) Law, 2008 as amended; and

Ÿ the annual report includes a fair review of the information required by DTR4.1.8R and DTR 4.1.11R, which provides an indication of important events and a description of principal risks and uncertainties which face the Company.

Ÿ the Investment Manager's report, together with the Director's report and Chairman's statement, includes a fair review of the information required by DTR 4.1.12R; and

Ÿ the annual report and financial statements, taken as a whole, provides the information necessary to assess the Company's position and performance, business model and strategy and is fair, balanced and understandable.

Signed on behalf of the Board of Directors

Tim Breedon CBE

Chairman

7 March 2016

Signed on behalf of the Audit Committee

Steve Le Page

Chairman of the Audit Committee

Independent auditor's report to the members of Apax Global Alpha Limited

The Company's financial statements for the period ended 21 December 2015 have been audited by KPMG Channel Islands Limited. The text of the auditor's report can be found on pages 78 to 80 of the Company's full annual report and accounts.

Statement of financial position as at 31 December 2015

On behalf of the Board of Directors

Tim Breedon CBE

Chairman

7 March 2016

Steve Le Page

Chairman of the Audit Committee

7 March 2016

1 The sterling equivalent has been calculated based on the GBP/EUR exchange rate as at 31 December 2015.

2 Adjusted NAV is the total NAV net of the share-based payment performance fee reserve. Adjusted NAV per share is calculated by dividing the Adjusted NAV by total shares.

The accompanying notes form an integral part of these financial statements.

Statement of profit or loss and other comprehensive income for the period from 2 March 2015 to 31 December 2015

1 The adjusted earnings per share have been calculated based on the following profit attributable to ordinary shareholders adjusted for the total accrued performance fee as at 31 December 2015 per note 12 and the weighted average number of ordinary shares.

The accompanying notes form an integral part of these financial statements.

Statement of changes in equity for the period from 2 March 2015 to 31 December 2015

The accompanying notes form an integral part of these financial statements.

Statement of cash flows for the period from 2 March 2015 to 31 December 2015

1 Proceeds received from the IPO "Initial Public Offering" were received net of banking advisor fees of €4.9m and a foreign currency loss of €2.2m on settlement of a foreign currency trade.

2 IPO costs paid relate to costs paid in cash by the Company, however, these costs have been effectively borne by PCV Lux SCA as the liability was accrued in the valuation of that subsidiary on acquisition at 15 June 2015. Please refer to note 16 for further details.

The accompanying notes form an integral part of these financial statements.

Notes to the financial statements for the period ended 31 December 2015

1 Reporting entity

Apax Global Alpha Limited (the "Company" or "AGA") is a limited liability Guernsey company that was incorporated on 2 March 2015. The address of the Company's registered office is PO Box 656, East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3PP. The Company was admitted to the premium market of the London Stock Exchange on 15 June 2015 and trades under the ticker Apax.LN. On the same date, the Company acquired PCV Lux SCA and its subsidiaries. The financial statements of the Company for the period from 2 March 2015 to 31 December 2015 comprise of the statement of financial position and the results of the Company. The Company invests in Private Equity funds, listed and unlisted securities including debt instruments. The Company's main corporate objective is to provide shareholders with capital appreciation from its investment portfolio and regular dividends. The Company's operating activities are managed by its Board of Directors and its investment activities are managed by Apax Guernsey Managers Limited (the "Investment Manager") under a discretionary investment management agreement. The Investment Manager obtains investment advice from Apax Partners LLP (the "Investment Advisor").

2 Basis of preparation

Statement of compliance

These financial statements have been prepared in accordance with International Financial Reporting Standards "IFRS" as adopted by the European Union. These financial statements are for the period from the date of incorporation 2 March 2015 to the 31 December 2015. IAS 1 "Presentation of Financial Statements" requires presentation of comparative information. As these financial statements have been prepared for the first period of operation, no comparative information is available. These financial statements were approved by the Board of Directors of the Company on 7 March 2016.

Basis of measurement

The financial statements have been prepared on the historic cost basis except for investments, which are measured at fair value through profit or loss and loans payable which are measured at amortised cost.

Functional and presentation currency

These financial statements are presented in Euro (€), which is the Company's functional and presentation currency. All amounts are stated to the nearest one thousand Euro unless otherwise stated. Please see note 4 for further details on this assessment.

Accounting period and operating history

The Company was incorporated on 2 March 2015, however, it had no trading history until 15 June 2015, when the Company acquired PCV Lux SCA and its subsidiaries through a share-for-share exchange. On the same date, the Company was admitted onto the London Stock Exchange and issued a further 183,037,695 ordinary shares on the London Stock Exchange in exchange for cash proceeds. During the period to 31 December 2015, all investment assets held by the subsidiaries were transferred to the Company and all subsidiaries have been placed in liquidation. Please see note 9 for further details.

Going concern

The Directors consider that it is appropriate to adopt the going concern basis of accounting in preparing the financial statements. In reaching this assessment, the Directors have considered a wide range of information relating to present and future conditions, including the statement of financial position, future projections, cash flows and the longer-term strategy of the business.

Investment entity

The Company has determined that it meets the definition of an investment entity which is mandatorily exempted from consolidation in accordance with IFRS 10 "Consolidated Financial Statements" as amended. As a result, the Company's unconsolidated subsidiary investments which it acquired on the 15 June 2015 are accounted for in accordance with IAS 39 "Financial Instruments recognition and measurement" as investments at fair value through profit or loss ("FVTPL").

The Company is presented as an investment entity and as a result, the Company does not consolidate its subsidiaries on a line-by-line basis. All subsidiaries, which are incorporated for the purpose of holding the underlying investments (the "Portfolio Companies") on behalf of the Company, are held as investments at fair value through profit or loss. During the period ended 31 December 2015, the Company transferred all assets held by subsidiaries to the Company and all subsidiaries have been placed in liquidation. Please see note 9 for further details.

Use of estimates and judgements

The preparation of the financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimates are revised and in any future years affected. Information about significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements are included in notes 4, 14 and 15.

3 Accounting policies

The accounting policies adopted by the Company and applied consistently in these financial statements are set out below and overleaf:

Initial recognition of financial instruments

The Company designates all financial assets and financial liabilities, except loans payable and cash, at fair value through profit or loss. These are initially recognised at cost which equates to the best indicator of fair value on the trade date, the date on which the Company becomes a party to the contractual provisions of the instrument. All transaction costs are immediately recognised in profit or loss. Financial assets or financial liabilities not at fair value through profit or loss are initially recognised at cost plus transaction costs that are directly attributable to their acquisition or issue.

Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction on the measurement date. When available the Company measures the fair value of an instrument using quoted prices in an active market for that instrument. A market is regarded as 'active' if quoted prices are readily and regularly available and represent actual and regularly occurring market transactions on an arm's length basis. If a market for a financial instrument is not active, then the Company establishes fair value using an alternative valuation technique.

In the absence of an active market, the Company determines fair value taking into account the International Private Equity and Venture Capital ("IPEV") valuation guidelines. Valuation techniques include, but are not limited to, market multiples, using recent and relevant arm's length transactions between knowledgeable, willing parties (if they are available), reference to the current fair value of other instruments that are substantially the same, and where deemed appropriate, augmented by, discounted cash flow analyses and option pricing models. The chosen valuation technique seeks to maximise the use of market inputs and incorporates factors that market participants might consider in setting a price. Inputs to valuation techniques aim to reasonably represent market expectations and measures of the risk-return factors inherent in the financial instrument. The Company calibrates valuation techniques where possible using prices from observable current market transactions in the same instrument or based on other available observable market data.

Subsequent measurement of financial instruments

The Company has two main asset portfolios that are split between "Private Equity Investments" and "Derived Investments". Private Equity Investments comprise primary and secondary commitments to, and investments in, existing Private Equity funds advised by the Investment Advisor. Derived Investments comprise of investments in debt and listed equities. At each reporting date these are measured at fair value, and changes therein are recognised in the statement of profit or loss and other comprehensive income.

Fair values of the Private Equity portfolio are generally considered to be the Company's attributable portion of the Net Asset Value (the "NAV") of the Private Equity funds, as determined by the general partners of such funds, adjusted as considered necessary by the Board of Directors, including any adjustment necessary for carried interest. The general partners consider the IPEV guidelines when valuing the Private Equity funds.

For unquoted debt investments, the fair value is calculated based upon models that take into account the factors relevant to each investment and use relevant third-party market data where available. The Company will utilise the resources of the Investment Manager and the Investment Advisor, to augment its own fair value analysis of investments in debt to determine the most appropriate fair value for such assets.

For investments traded in an active market, the fair value is determined by taking into account the latest market bid price available, or such last traded price depending upon the convention of the exchange on which the investment is quoted.

Derecognition of financial instruments

The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition in accordance with IAS 39 "Financial Instruments". The Company uses the first-in first-out method to determine realised gains and losses on derecognition. A financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expired.

Realised gains and losses on disposals of quoted investments are calculated using the first-in first-out cost method. Unrealised gains and losses comprise changes in the fair value of investments for the period.

Share based payments

The Company will apply the requirements of IFRS 2 "Sharebased Payment" in respect to its performance fee. The Company maintains a separate performance fee reserve in equity, showing the expected performance fee calculated on a liquidation basis on eligible assets. This is revised at each reporting period and the movement is credited or expensed through profit or loss. Please refer to note 12 for further details.

Subsidiaries

Subsidiaries are investees controlled directly or indirectly by the Company. The Company controls an investee if it is exposed to, or has rights to, variable returns from its investment with the investee and has the ability to affect those returns through its power over the investee. As previously noted, the Company has determined that it meets the definition of an investment entity and consequently all subsidiaries are held as investments at fair value through profit or loss.

Operating Segments

Per IFRS 8 "Operating Segments", the criteria for identifying an operating segment is that the chief operating decision maker of the Company regularly reviews the performance of these operating segments and determines the allocation of resources based on these results. It is determined that the Company's chief operating decision maker is the Board of Directors. As previously noted, the Company invests into two separate portfolios, Private Equity Investments and Derived Investments. These have been identified as segments on the basis that the Board of Directors use information based on these segments to make decisions about assessing performance and allocating resources. The Company has a third administration segment for central functions which represents general administration costs that cannot be specifically allocated to the two portfolios. The analysis of results by operating segment is based on management accounts information. The segment analysis of the Company's results and financial position are set out in note 5.

Investment receivables

Investment receivables are recognised on the Company's statement of financial position when it becomes party to a contractual provision for the amount receivable. Investment receivables are held at their nominal amount. They are reviewed at each statement of financial position date to determine whether there is any indication of impairment. If any such indication exists, the receivables recoverable amount is estimated based on expected discounted future cash flows. Any change in the level of impairment is recognised directly in the statement of profit or loss and other comprehensive income. Investment receivables are also revalued at the reporting date if held in a currency other than Euro.

Liabilities

Liabilities, other than those specifically accounted for under a separate policy, are stated at the amounts which are considered to be payable in respect of goods or services received up to the reporting date on an accruals basis.

Investment payables

Investment payables are recognised on the Company's statement of financial position when it becomes party to a contractual provision for the amount payable. Investment payables are held at their nominal amount. Investment payables are also revalued at the reporting date if held in a currency other than Euro.

Loans payable

Loans payable are held at amortised cost. Amortised cost for loans payable is defined as the amount at which the loan is measured at initial recognition, less principal repayments, plus or minus the cumulative amortisation using the effective interest method.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances, call deposits and cash held in money market funds with original maturities of three months or less.

Finance income

Finance income comprises interest income on cash and cash equivalents and interest earned on financial assets on the effective interest rate basis. Finance income is recognised in investment income in the statement of profit and loss.

Dividend income

Dividend income is recognised in the statement of profit or loss and other comprehensive income on the date that the Company's right to receive payment is established, which in the case of quoted securities is the ex-dividend date. For unquoted equity securities, this is usually the date on which the payee's Board approve the payment of a dividend. Dividend income from equity securities designated as at fair value through profit or loss is recognised in profit or loss in investment income.

Net change in investments at fair value through profit or loss

Unrealised gains and losses

Net change in Derived Investments at fair value through profit or loss includes all unrealised changes in the fair value of investments since the beginning of the period or since designated upon initial recognition as held at fair value through profit or loss and excludes dividend and interest income.

Net change in the fair value of Private Equity Investments is calculated based on the movement of fair value since the beginning of the reporting period adjusted for all calls paid and distributions received. Total Private Equity distributions received from this portfolio are treated as unrealised movements until the commitment for primary investments or cost and undrawn commitment for secondary investments have been fully repaid.

Realised gains and losses

Realised gains and losses from financial instruments at fair value through profit or loss represents the gain or loss realised in the period. The realised gain or loss for Derived Investments is calculated based on the carrying amount of a financial instrument at the beginning of the reporting period, or the transaction price if it was purchased in the current reporting period, and its sale or settlement price. Realised gains and losses on disposals of these investments are calculated using the first-in first-out cost method.

Realised gains on the Private Equity portfolio are recognised when the commitment on primary investments or the cost and undrawn commitment for second investments has been fully repaid. Distributions received in excess are recognised as realised gains in the statement of profit or loss and other comprehensive income.

The unit of account for Derived Investments is the individual share or debt nominal which can be sold on an individual basis. The unit account for Private Equity Investments is commitment. The resulting accounting treatment for the realised gains and losses is based on these units of account.

Brokerage fees and other transaction costs

Brokerage fees and other transaction costs are costs incurred to acquire investments at fair value through profit or loss. They include fees and commissions paid to agents, brokers and dealers. Brokerage fees and other transaction costs, when incurred, are immediately recognised in the statement of profit or loss and other comprehensive income as an expense.

Other expenses

Fees and other operating expenses are recognised in the statement of profit or loss and other comprehensive income on an accruals basis.

Provisions and contingent liabilities

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. Contingent liabilities are possible obligations whose existence will be confirmed only by uncertain future events or present obligations where the transfer of economic benefit is uncertain or cannot be reliably measured. Contingent liabilities are not recognised but are disclosed unless the probability of their occurrence is remote.

Foreign currency transactions

Transactions in foreign currencies are translated into the functional currency of the Company at the exchange rates at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date.

For loans payable, the foreign currency gain or loss on monetary items is the difference between the amortised cost in the functional currency at the beginning of the period, adjusted for effective interest payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the reporting period.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items that are measured in terms of historical cost in foreign currency are translated using the exchange rate at the date of the transaction.

Foreign currency differences arising on retranslation of non investment assets are recognised in the statement of profit or loss and other comprehensive income. For investment assets held at fair value through profit or loss, foreign currency differences are reported as part of the fair value gain or loss.

Taxation

The Company is domiciled in Guernsey and is exempt from taxation in Guernsey under the provisions of the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989. Occasionally, the Company may incur withholding taxes imposed by certain countries on investment income or capital gains taxes upon realisation of its investments. Such income or gains are recorded gross of withholding taxes and capital gains taxes in the statement of profit or loss and other comprehensive income. Withholding taxes and capital gains taxes are shown as separate items. It is the Company's policy to limit withholding taxes and, where possible, it is the Company's intention to hold assets for the minimum period required to be exempt from such taxes.

Deferred tax assets and liabilities are recognised for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The effect on deferred tax assets and liabilities of a change in tax rates is recognised in the statement of profit or loss and other comprehensive income, unless related to items directly recognised in equity, in the year the new laws are substantively enacted.

Shareholders capital and reserves

Shareholders capital

Shareholders capital issued by the Company is recognised as the proceeds or fair value received less incremental costs directly attributable to the issue of shareholders capital, net of tax effects recognised as a deduction from equity.

Own shares (treasury shares)

Where the Company purchases its own shares, the consideration paid is deducted from total shareholders' equity as treasury shares until they are cancelled. Where such shares are subsequently sold or reissued, any consideration received is included in shareholders' equity. Any changes in the value of own shares held are recognised in equity at the time of the disposal.

Dividends payable

Dividends on ordinary shares are recognised in equity in the period in which they are contractually due, which is when they are approved by the Company's Board of Directors.

Earnings per share

The earnings per share is calculated based on the profit attributable to ordinary shareholders and the weighted average number of ordinary shares in issue during the period. The diluted earnings per share is calculated based on the profit attributable to ordinary shareholders and the weighted average number of ordinary shares in issue during the period adjusted for items that would cause a dilutive effect on the ordinary shares. The adjusted earnings per share is calculated based on the profit attributable to ordinary shareholders and the weighted average number of ordinary shares in issue during the period adjusted for the performance fee.

New standards and interpretations not yet adopted

The following standard, which will be relevant to the Company but which is not effective for annual periods ending on 31 December 2015 has not been applied in preparing these financial statements.

IFRS 9, "Financial Instruments", which has been postponed until the accounting period beginning on or after 1 January 2018 and specifies how an entity should recognise, derecognise, classify and measure financial assets and liabilities, including some hybrid contracts. The standard improves and simplifies the approach for classification and measurement of financial assets compared with the requirements of the current standard, IAS 39 "Financial Instruments". Most of the requirements in IAS 39 for classification and measurement of financial liabilities were carried forward unchanged. The standard applies a consistent approach to classifying financial assets and replaces the numerous categories of financial assets in IAS 39, each of which had its own classification criteria. The standard is not expected to have a significant impact on the Company's financial position or performance, as it is expected that the Company will continue to classify its financial assets as being at fair value through profit or loss.

4 Critical Accounting Estimates and Judgements

In preparing the financial statements, the Company makes estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. Estimates and judgements are continually evaluated and are based on the Board of Directors and Investment Managers' experience and their expectations of future events. As these judgements involve an estimate of the likelihood of future events, actual results could differ from those estimates which could affect the future reported amounts of assets and liabilities. The estimates and judgements that have had the most significant effect on the amounts recognised in the Company's financial statements are set out below:

(i) Assessment as an investment equity

The Board of Directors believe that the Company meets the definition of an investment entity per IFRS 10 as the following conditions exist:

(a) the Company has obtained funds from investing shareholders for the purpose of providing them with professional investment and management services;

(b) the Company's business purpose, which was communicated directly to investors, is investing for returns from capital appreciation and investment income; and

(c) all its investments are measured and evaluated on a fair value basis.

As the Company meets all the requirements of an Investment Entity as per IFRS 10 "Consolidated Financial Statements", it is required to hold all subsidiaries at fair value rather than consolidating them on a line-by-line basis.

(ii) Investments at fair value through profit or loss

The fair value of investments traded in an active market at fair value through profit or loss is determined by reference to their bid-market pricing at the reporting date. For underlying instruments not traded in an active market, the fair value is determined by using appropriate valuation techniques and methodologies. Please refer to note 3 for further details on recognition and measurements of these assets.

The Investment Manager also makes estimates and assumptions concerning the future and the resulting accounting estimates, will by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are outlined in notes 14 and 15.

(iii) Functional currency

The Company has determined that Euro is the Company's functional and presentation currency. As per IAS 21 "The effects of changes in foreign exchange rates", the Company's functional currency is not obvious as it is a global investment entity and holds investments and generates income in several currencies. On consideration of the following, the Board of Directors has determined that Euro is its functional currency:

(a) the Company raised cash proceeds with a Euro share price and a sterling equivalent as part of the listing process;

(b) it is stated in the prospectus, that the Company will publish quarterly NAV and NAV per share in Euro with a sterling equivalent;

(c) the Company holds a revolving credit facility with the base currency in Euro;

(d) the Company has commitments to Private Equity Investments which are generally denominated in Euro.

5 Segmental analysis

The segment analysis of the Company's results and financial position is set out below. The Company has identified two reportable operating segments, which are as follows: Private Equity Investments and Derived Investments and a third administration segment for Central functions. Each pursue a different investment strategy thesis as approved by the Chief Operating decision maker, the Board of Directors.

These segments have been identified on the basis that the Board of Directors uses information based on these segments to make decisions about assessing performance and allocating resources.

The Company prepares the analysis using accounting policies that are the same as those referenced in the accounting policies in note 3 above. On an ongoing basis, the Board of Directors monitors the portfolio allocations to ensure that it is in line with the investment strategy.

Reportable Segments

1 Central functions represents interest income earned on cash balances held and other general administration costs and financial costs. Assets and liabilities, as well as movements related to investments in subsidiaries are also included.

2 NCA's refers to net current assets of the Company.

Geographic information

6 Administration and other expenses

Included in administration fees are €0.08m related to initial one off set up costs of the Administrator, Depositary and Registrar. Management fees of €3.1m were payable to the Investment Manager for the period from 15 June 2015 to 31 December 2015. See note 11 for further details.

7 Staff costs

The Company has no employees and there were no other pension or staff cost liabilities incurred during the period.

8 Taxation

The Company is exempt from taxation in Guernsey under the provisions of the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 and is charged an annual exemption fee of £1,200.

The Company, at times, may be required to pay tax in other jurisdictions as a result of specific trades in its investment portfolio. During the period ended 31 December 2015, the Company incurred tax expenses of €35k related to taxes on the purchase of listed equities in China and India. No deferred income taxes were recorded as there are no timing differences.

9 Investments

(a) Unconsolidated subsidiaries

The Company does not have any other subsidiaries other than those determined to be controlled subsidiary investments. These subsidiary investments are measured at fair value through profit or loss and not consolidated, in accordance with IFRS 10. The fair value of subsidiary investments is determined on a consistent basis to all other investments measured at fair value through profit or loss.

The table below describes the types of unconsolidated entities that the Company does not consolidate but in which it holds a direct interest. The maximum exposure is the loss in carrying amount of the financial assets held:

PCV Lux SCA was placed in liquidation on the 25 June 2015. During the period ended 31 December 2015, all its remaining assets were transferred to the Company at fair value. Net assets remaining of €0.4m in the Company comprise of cash and liquidation costs accrued. In addition, PCV Lux SCA's subsidiary PCV Investment S.à r.l., SICAR was fully liquidated during the period ended 31 December 2015 and its investment in AARC (Offshore), Ltd was fully realised. RDS Guernsey PCV GP Co Ltd and Twin Guernsey PCV GP Co Ltd are in the process of being placed in liquidation.

During the period, the Company also liquidated its subsidiary Apax Global Alpha (Luxembourg) S.à r.l. and the three remaining subsidiaries are expected to be liquidated within the next 12 months.

(b) Investments in subsidiaries

The Company commenced transferring the assets held by its investment entity subsidiaries upon restructuring immediately after listing on the London Stock Exchange. As at 31 December 2015, all investment assets have been transferred and the Company is in the process of finalising the liquidations of these subsidiaries. Net flows from subsidiaries in the period to the 31 December 2015 are summarised below:

(c) Investments held at fair value through profit or loss at 31 December 2015

(d) Net changes in value on investments at fair value through profit or loss

During the period ended 31 December 2015, the Company had a net gain on investments at fair value through profit or loss of €53.1m.

Net unrealised gains on the Private Equity portfolio were €51.9m, representing total unrealised gains of €53.3m offset by total losses of €1.3m during the period.

Derived Investments had an overall net loss of €0.7m, with net realised gains of €0.3m and net unrealised losses of €1.0m. Total realised gains in the Derived Investments portfolio were €1.5m offset by a loss of €1.1m. The total unrealised losses on this portfolio were €15.9m compensated by an unrealised gain of €14.9m.

Total other net losses were related to realised gains of €1.9m recognised on the transfer of assets from subsidiaries to AGA offset by an unrealised loss on investment in subsidiaries of €37k and write off of subsidiary PCV Lux GP, S.à r.l of €14k upon acquisition at IPO.

10 Cash and cash equivalents

Cash held at banks and cash held in money market funds earn interest at floating rates. Cash deposited in money market funds is redeemable for the same day value and is held in funds rated a minimum of S&P or Fitch rating AAA only.

11 Related party transactions

The Investment Manager was appointed by the Board of Directors under a discretionary Investment Management Agreement ("IMA") dated 22 May 2015. Such agreement sets out the allocation and payment of the management fee.

The management fee is calculated in arrears at a rate of 1.25% per annum on the fair value of Derived Investments and non-fee paying Private Equity Investments held by the Company and its subsidiaries which do not already pay a management fee and/or an advisory fee to the Investment Manager or Investment Advisor. During the period ended 31 December 2015, €3.1m of management fees were earned by the Investment Manager. The Investment Manager is also entitled to a performance fee on realised gains when they reach or exceed a benchmark performance. Please refer to note 12 below for further details.

The IMA has an initial term of six years and shall automatically continue for further three year additional periods unless prior to the fifth anniversary of the start of the initial term or prior to the second anniversary of the start of any additional period thereafter either the Investment Manager or the Company (by a special resolution) serves a written notice electing to terminate the IMA at the expiry of the initial term or the commencement of the next additional period. The Company shall pay the Investment Manager during the notice period all fees and expenses accrued and payable as at the date of termination.

The Investment Advisor, has been engaged by the Investment Manager to provide advice on the investment strategy of the Company. An Investment Advisory Agreement, dated 22 May 2015, exists between the two parties. Though not legally related to the Company the Investment Advisor has been determined to be a related party. The Company paid no fees and had no transactions with the Investment Advisor during the period.

The Company has an Administration Agreement with Aztec Financial Services (Guernsey) Limited ("Aztec") dated 22 May 2015. Under the terms of the agreement, Aztec has delegated certain accounting and bookkeeping services related to the Company to Apax Partners Fund Services Limited ("APFS"), a related party of the Investment Advisor, under a sub administration agreement dated 22 May 2015. A fee of €0.3m was paid by the Company in respect of administration fees and expenses, of which €0.1m was paid to APFS.

The Company's investment subsidiaries held investments and cash and cash equivalents that were transferred to the Company at fair value during the period ended 31 December 2015. A summary of these transfers and transactions have been included in note 9 above. As at 31 December 2015, all subsidiaries have been liquidated or placed in liquidation.

Tim Breedon held 40,000 shares (0.01%) of the Company at 31 December 2015.

All related party transactions disclosed above where made on arms-length basis in the ordinary course of business and are in line with prevailing market standards.

12 Performance fee

A performance fee is payable on an annual basis once realised gains on the Derived Investments and non-fee paying Private Equity Investments exceed the benchmark of an 8% internal rate of return. Performance fees are only payable to the extent any fees payable do not dilute the returns below the 8% benchmark and are calculated at 20% on total realised gains. Where there are realised losses these are carried forward and netted against future performance fees that may become payable.

The performance fee is payable to the Investment Manager by way of ordinary shares of the Company. The mechanics of the payment of the performance fee are explained in the prospectus but it is expected that these shares will be acquired on the open market. In accordance with IFRS 2 "Share-based Payment", performance fee expenses are charged through the statement of profit or loss and allocated to a share-based payment performance fee reserve in equity.

On the 15 June 2015, the Company acquired a performance fee liability that was accrued in the valuation of PCV Lux SCA on acquisition. Post acquisition the terms of the performance fee payable to the Investment Manager were amended such that it would be equity settled in shares of the Company. Accordingly the liability acquired for performance fees payable to the Investment Manager was transferred to a separate performance fee reserve in equity. Please see note 16 below for further details on the acquisition.

At the 31 December 2015, management's best estimate of the expected performance fee was calculated on the eligible portfolio on a liquidation basis. In the period from 15 June 2015 to 31 December 2015, there was a charge of €5.8m resulting in an increase in the performance fee reserve. Of this, €2.1m is related to realised gains earned in the year and is payable to the Investment Manager for the year ended 31 December 2015 in accordance with the Investment Management Agreement. The total performance fee reserve at 31 December 2015 was €12.9m. The effect of the performance fee on NAV per share is disclosed in note 17.

13 Loan payable and finance costs

Revolving credit facility

The Company entered into a two-year multi-currency revolving credit facility agreement on 22 May 2015 (the "Loan Agreement") with Lloyds Bank plc for general corporate purposes. The Company may borrow under the Loan Agreement; including letters of credit subject to a maximum borrowing limit set at €90.0m.

The interest rate charged is LIBOR or EURIBOR plus a margin of 2%. During the period there was no interest paid as the facility remained unutilised, however, a charge of €0.5m was included in the statement of profit or loss related to a non-utilisation fee on the undrawn facility. Under the Loan Agreement, the Company is required to provide collateral for each utilisation. Collateral can be provided in the form of underlying investments. The Loan to Value must not exceed 1:5 of the portfolio's NAV. On 31 December 2015, the facility remained unutilised.

14 Financial risk management

The Company maintains positions in a variety of financial instruments in accordance with its Investment Management strategy. The Company's underlying investment portfolio comprises Private Equity Investments and Derived Investments. The Company's exposure to the portfolio as at 31 December 2015 is split as follows:

Investments in debt are dated debt securities. Private Equity Investments have a limited life cycle given the average legal term of 10 years, unless extended by investor consent. The Company actively manages the listed equities held and realises investments as opportunities arise.

The Company's overall risk management program seeks to maximise the returns derived for the level of risk to which the Company is exposed and seeks to minimise potential adverse effects on the Company's financial performance. Accordingly, investments made by the Company potentially carry a significant level of risk. There can be no assurance that the Company's objectives will be achieved or that there will be a return of capital invested.

The management of financial risks is carried out by the Investment Manager under the policies approved by the Board of Directors. The Investment Manager regularly updates the Board of Directors, at a minimum four times a year, on its activities and any material risk identified.

The Investment Manager manages financial risk against an investment reporting and monitoring framework tailored to the Company. The framework monitors investment strategy, investment limits and restrictions as detailed in the prospectus along with additional financial metrics deemed to be fundamental in the running and monitoring of the Invested Portfolio. The Invested Portfolio is monitored in real time which enables the Investment Manager to keep a close review on performance and positioning.

The Company's activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk including price risk, foreign currency risk and interest rate risk. The Company is also exposed to operational risks such as custody risk. Custody risk is the risk of loss of securities held in custody occasioned by the insolvency or negligence of the custodian. Although an appropriate legal framework is in place that mitigates the risk of loss of title of the securities held by the custodian, in the event of failure, the ability of the Company to transfer the securities might be temporarily impaired.

The Company considers that it is not exposed to any significant concentration of risks. The Company has a diversified underlying portfolio of investments in Private Equity Investments and Derived Investments. The underlying investments are further diversified as they are split across a number of sectors and operate in a number of different geographic regions.

Credit risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. This risk arises principally from the Company's investment in debt, cash and cash equivalents, investment receivables and other receivables.

(a) Debt investments

The Investment Manager manages the risk related to debt investments by assessing the credit quality of the issuers and monitoring this through the term of investment, diversifying the portfolio across different industry sectors and actively reviewing the overall portfolio and its underlying risks. As at 31 December 2015, the Company has analysed the credit quality of its debt investments which are summarised in the table below:

The Investment Manager also reviews the debt investments' industry sector concentration. As at 31 December 2015, the Company was exposed to concentration risk in the following industry sectors:

(b) Cash and cash equivalents

The Company limits its credit risk exposure in cash and cash equivalents by depositing cash only with adequately rated institutions, with significant balances invested in liquidity funds of suitably credit rated banking institutions. No allowance for impairment is made for cash and cash equivalents.

The exposure to credit risk to cash and cash equivalents is set out below:

The Company's cash is held with JP Morgan Chase, RBS International in Guernsey, HSBC, Credit Suisse and ING. Significant liquidity balances are held with, amongst others JP Morgan, Deutsche Bank and Goldman Sachs. The Company spreads its cash and cash equivalents across a number of banking groups to diversify credit risk.

(c) Other receivables

The Company monitors the credit risk of other receivables on an ongoing basis. None of these assets are impaired nor overdue for repayment.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's obligation requirements are met through a combination of liquidity from the sale of investments and the use of cash resources. In accordance with the Company's policy, the Investment Manager monitors the Company's liquidity position on a regular basis; the Board of Directors also reviews it, at a minimum, on a quarterly basis.

The Company invests in two portfolios, Private Equity Investments and Derived Investments. Each portfolio has a different liquidity profile.

Derived Investments in the form of listed securities are considered to be liquid investments that the Company may realise on short notice. These are determined to be readily realisable, as the majority are listed on major global stock exchanges. Derived Investments in the form of debt has a mixed liquidity profile as some positions may not be readily realisable due to an inactive market or due to other factors such as restricted trading windows during the year. Debt investments held in actively traded bonds were considered to be readily realisable.

The Company's Private Equity Investments are not readily realisable unless in a secondary market, potentially at a discounted price. In addition, the timing and quantum of Private Equity distributions and capital calls on the remaining undrawn commitments are difficult to predict.

The table overleaf summarises the maturity profile of the Company's financial liabilities at 31 December 2015 based on contractual undiscounted repayment obligations. The contractual maturities of most financial liabilities are less than three months, with the exception of commitments to Private Equity Investments. These commitments in the next 12 months are based on the estimated aggregate amounts these funds are expected to call within a financial year. At 31 December 2015, the Company had undrawn commitments of €68.9m, of which €49.9m is expected to be drawn within 12 months. In line with the investment strategy of the Company, the Derived Investment portfolio is expected to be invested in equities, predominantly listed equity, and debt. These asset classes provide additional liquidity management options as many of them are readily realisable. As per note 13, the Company also has access to a short-term revolving credit facility upon which it can draw up to €90.0m. The Company may utilise this facility in the short-term to bridge Private Equity calls and ensure that it can realise the Derived Investments at the best price available.

The Company does not manage liquidity risk on the basis of contractual maturity. Instead the Company manages liquidity risk based on expected cash flows.

The balances may not agree directly to the Company's statement of financial position as the table incorporates all cash flows and commitments, on an undiscounted basis, related to both principal and interest payments.

31 December 2015

The Company has outstanding commitments to its Private Equity Investments, which are as follows:

The Company's carrying amounts of financial assets and liabilities approximate fair value. As at period end the Company's investments are recorded at fair value and the remaining assets and liabilities being of a short-term nature indicate that fair values approximate carrying values.

Market risk

Market risk is the risk that changes in market prices such as foreign currency exchange rates, interest rates and equity prices will affect the Company's income or the value of its investments. The Company aims to manage this risk within acceptable parameters while optimising the return.

(a) Price risk

The Company is exposed to price risk on its Derived Investments. These consist of investments in listed equities, bonds, first lien and second lien term loans. All positions within the Derived Investments portfolio involve a degree of risk and there are a wide variety of risks that affect how each individual investments price will perform. The key price risks in the Company's portfolio include, but are not limited to; investment liquidity - where a significant imbalance between buyers and sellers can cause significant increases or falls in prices; the risk that a company who has issued a bond or a loan has its credit rating changed, this can lead to significant pricing risk; and general investment market direction, where various factors such as the state of the global economy or global political developments can impact prices.

In the period ended 31 December 2015, the main price risks for the Company's portfolio were economic growth warnings in emerging markets which affected the price of listed investments held; a significant fall in oil prices directly affected the prices of energy company bonds and loans in the US. Due to the size of the energy sector contagion this was felt throughout the US debt market; decreased willingness and ability of banks to make a market as a result of new regulation and structural imbalances has resulted in lower levels of liquidity in the loan market, directly affecting prices; and a change in Central Bank polices, where the prospect of slowing and eventual withdrawal of stimulus has led to increased price volatility. The Investment Manager actively manages and monitors price risk.

The table below reflects the sensitivity of price risk to the Derived Investments and the impact on NAV:

31 December 2015

(b) Currency risk

The Company is exposed to currency risk on those investments, cash, interest receivable and other non-current assets which are denominated in a currency other than the Company's functional currency, which is the Euro. The Company does not hedge the currency exposure related to its investments. The Company regards its exposure to exchange rate changes on the underlying investments as part of its overall investment return and does not seek to mitigate that risk through the use of financial derivatives. The Company is also exposed to currency risk on fees which are denominated in a currency other than the Company functional currency.

The Company's exposure to currency risk from investments on a fair value basis is as follows:

The Company's sensitivity to changes in foreign exchange movements on net assets held at 31 December 2015 is summarised below.

31 December 2015

(c) Interest rate risk

Interest rate risk arises from the effects of fluctuations in the prevailing levels of market interest rates on financial assets and liabilities and future cash flows. The Company holds debt investments, loans payable and cash and cash equivalents that expose the Company to cash flow interest rate risk. The Company's policy makes provision for the Investment Manager to manage this risk and to report to the Board of Directors as appropriate.

The Company's exposure to interest rate risk was €368m:

31 December 2015

Capital management

The Company's capital management objectives are to maintain a strong capital base to ensure it will continue as a going concern and to maximise capital appreciation and provide regular dividends to its shareholders. The Company's capital comprises of ordinary shares and is managed in accordance with the investment policy.

15 Fair value estimation

(a) Investments measured at fair value

The Company classifies for disclosure purposes fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Ÿ Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).

Ÿ Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).

Ÿ Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability.

The determination of what constitutes "observable" requires significant judgement by the Company. The Company considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

The following table analyses within the fair value hierarchy the Company's financial assets (by class) measured at fair value at 31 December 2015:

Investments whose values are based on quoted market prices in active markets are classified as level 1 investments. As at 31 December 2015, the Company holds €94.4m as level 1.

Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within level 2. As level 2 investments include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information. As at 31 December 2015, the Company holds €18.5m classified as level 2 investments. Investment in subsidiaries was deemed to be level 2 as it only holds cash and accrued expenses to be paid.

Investments classified within level 3 have significant unobservable inputs, as they trade infrequently. Level 3 instruments include Private Equity and debt investments. As observable prices are not available for these securities, the Company has used valuation techniques to derive the fair value.

The Company receives NAV statements for each of its Private Equity Investments and uses these as the basis for its valuation. The NAV statements are calculated by the Apax Funds and the main input into their valuation models for these level 3 investments comprises earnings multiples (based on the budgeted earnings or historical earnings of the issuer and earning multiples of comparable listed companies). The Apax Funds also consider the original transaction price, recent transactions in the same or similar instruments and completed third-party transactions in comparable instruments and adjusts the model as deemed necessary. The Company values debt based upon models that take into account factors relevant to each investment and uses third-party market data where available. As at 31 December 2015, the Company holds €802m of level 3 assets.

Fair value measurements using significant unobservable inputs (Level 3):

(b) Significant unobservable inputs used in measuring fair value

The table below sets out information about significant unobservable inputs used at 31 December 2015 in measuring financial instruments categorised as level 3 in the fair value hierarchy.

(i) The key inputs of Private Equity Investments are the NAV and carried interest as determined by the general partner of the funds. This NAV is subject to changes in the valuations of the underlying portfolio companies. These can be exposed to a number of risks, including liquidity risk, price risk, credit risk and interest rate risk. A movement of 10% in the value of Private Equity Investments would move the NAV at the period end by 5.1%.

(ii) The fair value of debt is determined by market prices if available and relevant in size and date. Illiquid debt position are valued via debt valuation models. Valuations derived from these models consider, where appropriate, broker quotes, credit computations, market yield movements, risk premiums, the credit quality of the borrower and expected repayment dates. A movement of 10% in the value of debt would move the NAV at period end by 3.5%.

(c) Financial assets and liabilities not measured at fair value

The Company's cash and cash equivalents, investment receivables, other receivables and other payables are held at amortised cost. The carrying value of such instruments approximates fair value.

16 Shareholders' capital

As at 31 December 2015, the Company had 491,100,768 ordinary shares fully paid with no par value in issue. All ordinary shares rank pari passu with each other, including voting rights.

The Company issued 308,069,073 ordinary shares and 3,874,155 redeemable shares on the 15 June 2015 in a share-for-share exchange to acquire its subsidiary, PCV Lux SCA. The 3,874,155 redeemable shares were immediately redeemed by the relevant investors to fund certain tax liabilities as noted in the prospectus. The Company issued a further 183,037,695 new shares to investors as part of the listing on the London Stock Exchange for cash proceeds of €301.4m. As disclosed in the prospectus, and in accordance with IAS 32 "Financial Instruments" the incremental costs of banking advisor fees of €0.28m were determined to be listing costs borne by the Company for issuing new shares in excess of the initial target of €250.0m and these have been deducted from equity.

The Company has only one share class, however, a number of investors are subject to lock-up periods between 5-10 years, which restricts them from disposing of ordinary shares issued at admission. For investors with five-year lock up periods, 20% of ordinary shares are released from lock up each year from the first anniversary of admission, 15 June 2016. For investors with ten-year lock up periods, 20% of ordinary shares are released from the sixth anniversary of admission, 15 June 2021.

Share-for-share exchange

As part of the share-for-share exchange, the shareholders of PCV Lux SCA received shares in the Company that equalled the fair value of the assets transferred. The fair value of PCV Lux SCA was revalued at close of business on 12 June 2015. A summary of the assets and liabilities of the PCV Lux SCA have been set out below:

On acquisition, the Company acquired a liability of €7.2m related to performance fee on PCV Lux SCA's eligible portfolio, as defined in note 12, at 12 June 2015. On receipt and in line with the Investment Management Agreement, the Company determined that as the liability would be settled in shares, it should be accounted for in line with IFRS 2 "Share based Payment" and the liability was converted into a performance fee reserve on the statement of financial position.

Listing costs associated with the initial public offering were reflected as a deduction to the NAV of PCV Lux SCA, with the exception of the additional banking advisor fees of €0.28m, where the increase in fee due to the additional capital raised was borne by all shareholders as set out in the prospectus. All other outstanding listing costs were accrued and reduced the fair value of PCV Lux SCA on the date of acquisition, 15 June 2015.

In the period from 15 June 2015 to 31 December 2015, all listing costs accrued were paid. Listing costs applicable to the original shareholders have not been borne or expensed in the income statement of the Company, as they reduced the fair value of PCV Lux SCA at acquisition. Total listing costs were €30k over budget compared to the fees set out above. This was mainly due to fluctuations in foreign exchange rates between IPO date and the date of payment.

17 Earnings and Net Asset Value per share

At 31 December 2015, there were no items that would cause a dilutive effect on earnings per share. The adjusted earnings per share have been calculated based on the following profit attributable to ordinary shareholders adjusted for the total accrued performance fee as at 31 December 2015 per note 12 and the weighted average number of ordinary shares. This has been calculated on a full liquidation basis inclusive of performance fee attributable to realised investments. Performance shares to be issued are calculated based on the trading price of shares and foreign exchange rate at close of business on the 31 December 2015.

The Company had a NAV per share of €1.91 at 31 December 2015. This was calculated based on the NAV of the portfolio divided by the weighted average number of ordinary shares. The adjusted NAV per share of €1.88 was adjusted to account for the accrued performance fee shares as described above.

18 Subsequent events

On 5 February 2016, subject to finalisation, the Board of Directors agreed an intention to invest in a new private equity fund, Apax IX, which is advised by Apax Partners LLP. The total commitment of $350m is expected to be split equally between the Euro and US$ funds. In addition, the Board approved an amendment to the terms of the existing revolving credit facility. These changes result in an increase in the current facility from €90m to €140m, with an extension to the maturity date by 3 years to 4 February 2019 and an increase in the margin from 200 bps to 210 bps.

On 7 March 2016, the Board of Directors approved a dividend of 3.69p per share with an ex-dividend date of 17 March 2016 and expected payment date of 5 April 2016. The dividend payment is equal to 2.5% of AGA's Net Asset Value as of 31 December 2015, equivalent to 4.76c (euro) using the closing exchange rate of 1.2909 on 4 March 2016.

Annual General Meeting

The first annual general meeting of the Company (the "AGM") will be held at the offices of Aztec Group, East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3PP on Friday, 8 April 2016 at 11:00 AM (UK Time). The notice of the AGM is given on pages 112 to 116 in the full Annual Report and Accounts and on the Company's website at: www.apaxglobalalpha.com/investor-information/results-and-publications

National Storage Mechanism

A copy of the Annual Report and Accounts will be submitted shortly to the National Storage Mechanism ("NSM") and will be available for inspection at the NSM, which is situated at: www.morningstar.co.uk/uk/nsm

The contents of the Company's website is not incorporated into, nor forms part of, this announcement.

Glossary