Apax Global Alpha Regulatory News (APAX)

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

THIS IS A DISCLOSURE UNDER RULE 2.10(a) OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

29 July 2025

Recommended Offer for Apax Global Alpha Limited ("AGA")

Further irrevocable undertakings given by AGA shareholders

DISCLOSURE UNDER RULE 2.10(a) OF THE CODE

On 21 July 2025, the boards of Janus Bidco Limited ("Bidco"), a newly-formed Guernsey limited company indirectly owned by an investment vehicle to be advised by Apax Partners LLP ("Apax"), and AGA announced that they had agreed the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of AGA by Bidco (the "Acquisition"), to be effected by means of a court-sanctioned scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008, as amended (the "Scheme"). This was announced via an announcement of Bidco's intention to make a firm offer under Rule 2.7 of the Code ("Rule 2.7 Announcement").

Capitalised terms used in this announcement which are not otherwise defined have the meaning given to them in the Rule 2.7 Announcement.

The Rule 2.7 Announcement noted that Bidco had received:

· irrevocable undertakings from each of the AGA Directors who hold AGA Shares to: (i) vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of such Takeover Offer); and (ii) receive the Cash Consideration, in each case, in respect of all of the Scheme Shares of which they are the registered or beneficial holder;

· irrevocable undertakings from certain AGA Shareholders to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of such Takeover Offer), in each case, in respect of all of the Scheme Shares of which they are the registered or beneficial holder; and

· letters of intent to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of such Takeover Offer), in each case, in respect of all of the Scheme Shares of which they are the registered or beneficial holder,

(together, the "Prior Irrevocables and LOIs").

Bidco has now received further irrevocable undertakings to: (i) vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of such Takeover Offer); and (ii) elect to accept, and otherwise take all steps necessary to give such election to accept, the Alternative Offer, in each case, in respect of all of the Scheme Shares of which they are the registered or beneficial holder, from the AGA Shareholders set out in the table below (together, the "New Irrevocables"):

The New Irrevocables relate to 17,157,164 AGA Shares in aggregate, representing approximately 3.56 per cent. of the issued share capital of AGA as at 28 July 2025 (being the last business day prior to the date of this announcement).

In total, therefore, Bidco has received irrevocable undertakings and letters of intent to vote or procure votes in favour of the Scheme at the Courting Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of such Takeover Offer) in respect of, in aggregate, 185,374,838 AGA Shares, representing 38.43 per cent. of the issue shared capital of AGA as at close of business on 28 July 2025 (being the last business day prior to the date of this announcement).

Bidco has now received irrevocable undertakings to elect for the Alternative Offer, in respect of, in aggregate, 49,850,175 AGA Shares, representing approximately 10.13 per cent. of the AGA Shares in issue as at close of business on 28 July 2025 (being the last business day prior to the date of this announcement).

In accordance with Rule 26.1 of the Code, a copy of this announcement and of each of the New Irrevocables will be available, subject to certain restrictions relating to persons resident in certain jurisdictions, at https://www.apaxglobalalpha.com/investor-centre/offer promptly and by no later than 12 noon (London time) on the business day following the date of this announcement. The content of this website is not incorporated in, and does not form part of, this announcement.

Enquiries:

Additional information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.

The release, distribution or publication of this announcement in jurisdictions outside the United Kingdom may be restricted by laws of the relevant jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

In accordance with Rule 2.4(c)(iii) of the Code, Bidco confirms that it is not aware of any dealings in AGA Shares that would require a minimum level, or particular form, of consideration that it would be obliged to offer under Rule 6 or Rule 11 of the Code (as appropriate). However, it has not been practicable for Bidco to make enquiries of all persons presumed to be acting in concert with it prior to this announcement in order to confirm whether any details are required to be disclosed under Rule 2.4(c)(iii). To the extent that any such details are identified following such enquiries, Bidco will make an announcement disclosing such details as soon as practicable, and in any event by no later than the time it is required to make its Opening Position Disclosure under Rule 8.1 of the Code.

Disclaimer

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

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments.