Apax Global Alpha Limited (“AGA”)

by

Janus Bidco Limited (“Bidco”)

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

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

Summary

·            The boards of Bidco and AGA are pleased to announce that they have 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“).

·            Bidco shall be equity funded by one or more funds, accounts or persons managed, advised or sub-advised by Ares Management LLC and/or its Affiliates (“Ares“).

·            The Acquisition is intended to be effected by means of a Court-sanctioned scheme of arrangement under Part VIII of the Companies Law.

Cash Offer

·            Under the terms of the Acquisition, which shall be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions that will be set out in the Scheme Document, each Scheme Shareholder shall be entitled to receive:

for each Scheme Share:                    €1.90 in cash (the “Cash Offer”)

·            The Cash Offer represents:

o  a premium of approximately 18.8 per cent. to the closing price per AGA Share of 138.6 pence on 18 July 2025 (being the last Business Day prior to the commencement of the Offer Period);

o  a premium of approximately 30.6 per cent. to the volume weighted average price per AGA Share of 126.1 pence for the one-month period ended 18 July 2025 (being the last Business Day prior to the commencement of the Offer Period);

o  a premium of approximately 36.5 per cent. to the volume weighted average price per AGA Share of 120.6 pence for the three-month period ended 18 July 2025 (being the last Business Day prior to the commencement of the Offer Period); and

o  a discount of approximately 17.1 per cent. to AGA’s preliminary unaudited Q2 2025 net asset value (“NAV“) per AGA Share of €2.29,

in each case, where applicable, based on the Announcement Exchange Rate.

·            The Cash Offer represents a price of £1.65 per Scheme Share, based on the Announcement Exchange Rate, and values the entire issued and to be issued ordinary share capital of AGA at approximately EUR 916.5 million (approximately £794.5 million) on a fully diluted basis.

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