Recommended Acquisition.

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 ANNOUNCEMENT CONTAINS INSIDE INFORMATION

THIS ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS EXEMPT DOCUMENT AND SCHEME SHAREHOLDERS SHOULD NOT MAKE ANY DECISION IN RELATION TO THE ALTERNATIVE OFFER EXCEPT ON THE BASIS OF THE INFORMATION TO BE CONTAINED IN THE SCHEME DOCUMENT WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE

FOR IMMEDIATE RELEASE

21 July 2025

RECOMMENDED ACQUISITION

of

Apax Global Alpha Limited ("AGA")

by

Janus Bidco Limited ("Bidco")

a newly-formed Guernsey limited company indirectly owned by an investment vehicle 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.

·            Bidco will procure that a facility will be made available under which Scheme Shareholders will be able to elect (subject to the terms and conditions of the facility) to receive the Cash Consideration in sterling (after deduction of any transaction or dealing costs associated with the conversion) at the applicable market exchange rate on the latest practicable date for fixing such rate prior to the relevant payment date. Further details of this facility and the process for election by Scheme Shareholders wishing to receive their Cash Consideration in sterling will be set out in the Scheme Document.

·            A portion of the funds required for the Cash Offer will be made available to Bidco through equity financing from Ares Funds, which will subscribe for New Fund A2 Shares to fund (in part) the payment of the Cash Consideration to AGA Shareholders. The remaining Cash Consideration will be satisfied through debt financing as summarised in paragraph 13 below.

Alternative Offer

·            As an alternative to the Cash Offer, Eligible Scheme Shareholders (being those Scheme Shareholders who are not Restricted Shareholders) may elect to participate in an unlisted share alternative in respect of some or all of their Scheme Shares (subject to the Minimum Rollover Percentage, the implementation of the Rollover, any 'scale back' as a result of the Rollover Offer Maximum, the terms summarised in Appendix IV and the full terms and conditions that will be set out in the Scheme Document) (the "Alternative Offer"). Restricted Shareholders may not elect to participate in the Alternative Offer.

·            Each Eligible Scheme Shareholder may participate in the Alternative Offer in respect of some or all of their Scheme Shares provided that they elect to exchange 50 per cent. or more of their Scheme Shares for Rollover Shares (the "Minimum Rollover Percentage").

·            The Alternative Offer will be open to acceptance in respect of Scheme Shares which, in aggregate, represent up to a maximum of 40 per cent. of the issued share capital of AGA (the "Rollover Offer Maximum"). In the event the Rollover Offer Maximum is exceeded, those Eligible Scheme Shareholders who validly elect to participate in the Alternative Offer would be issued Rollover Shares on a scaled back pro-rata basis such that each Eligible Scheme Shareholder who has validly elected to participate in the Alternative Offer shall receive their Pro-Rata Percentage of the aggregate number of Rollover Shares to be issued in connection with the Acquisition (with any fractions of Rollover Shares resulting from such scaling back being rounded down to the nearest whole number of Rollover Shares), and the remaining consideration due in respect of the balance of the Scheme Shares (including any fraction of Rollover Shares rounded down from any scale back) shall be satisfied in cash at a value per Scheme Share equal to the Cash Offer. Eligible Scheme Shareholders who validly elect to participate in the Alternative Offer will receive, immediately following the implementation of the Rollover (see Appendix IV for details of the Rollover steps):

for each Scheme Share:                    1 Rollover Share

·            Due to the leverage that is being utilised by the New Fund Group in connection with the Acquisition, immediately following implementation of the Rollover the Rollover Shareholders will hold a larger proportion of the economic returns per share in Janus Topco Limited ("New Fund"), as compared to their current shareholding in AGA.

·            Following implementation of the Rollover, Ares Funds will subscribe for New Fund A2 Shares (at the same subscription price per share as Ares Funds paid in respect of their subscription for New Fund A2 Shares to fund (in part) the payment of the Cash Consideration to AGA Shareholders) (the "Post-Acquisition Issuance") for an aggregate subscription amount equal to: (i) the total costs and expenses incurred and to be incurred by or on behalf of the New Fund Group and Ares Funds in connection with the Acquisition; and (ii) the minimum cash amount required to be funded to New Fund at or immediately following Completion in order to manage New Fund's working capital requirements (both amounts net of AGA's cash balance at that time) (the "Additional Funding Amount"), in each case, to the extent such funding is deemed by New Fund in its absolute discretion to be required for such purposes. The issuance of New Fund A2 Shares for the Additional Funding Amount will be implemented on a non-pre-emptive basis, meaning that Rollover Shareholders will not be entitled to participate and consequently the percentage holding of Rollover Shareholders in New Fund will be diluted by such issuance. The Additional Funding Amount is currently expected to be approximately EUR 24 million which would result in a dilution for each Rollover Shareholder of 3.9 per cent. An updated estimate will be included in the Scheme Document.

·            For illustrative purposes only and assuming no scale back due to aggregate elections exceeding the Rollover Offer Maximum, if the Scheme becomes effective in accordance with its terms and Eligible Scheme Shareholders validly elect for the Alternative Offer in respect of a holding representing 1 per cent. of the AGA Shares, upon implementation of the Rollover, such Eligible Scheme Shareholders will hold Rollover Shares representing 1.53 per cent. of the economic rights in New Fund, reflecting the amended capital structure of New Fund. The Post-Acquisition Issuance (as detailed in paragraph 11 of this Announcement) will then occur and have a dilutive impact on the Rollover Shares, such that in this example, the 1.53 per cent. share of the economic rights in New Fund will be reduced to 1.47 per cent. (on the basis of the estimated Additional Funding Amount) following completion of the Post-Acquisition Issuance. In this example, Ares would be issued New Fund A2 Shares representing in total 98.53 per cent. of the economic rights in New Fund.

·            The Rollover Shares will be issued within 14 days of the Effective Date. The terms and conditions of the Alternative Offer are set out in paragraph 11 of this Announcement and a summary of the rights attaching to the Rollover Shares is set out in Appendix IV to this Announcement. Certain advantages and disadvantages of electing for the Alternative Offer are outlined in paragraph 5 of this Announcement. Further information about the Rollover Shares and the Alternative Offer will be included in the Scheme Document.

·            Scheme Shareholders who do not validly elect for the Alternative Offer will automatically receive the Cash Offer in respect of their entire holding of Scheme Shares. Further details in relation to making an election for the Alternative Offer will be contained in the Scheme Document.

·            An Eligible Scheme Shareholder is a Scheme Shareholder who is not a Restricted Shareholder. A Restricted Shareholder is an AGA Shareholder who is, or who Bidco reasonably believes to be: (i) a citizen, resident or national of any Restricted Jurisdiction; (ii) a person to whom the offer or issue of shares in New Fund may result in a significant risk of civil, regulatory or criminal exposure for Bidco, New Fund or Apax (or any of their respective Affiliates); or (iii) a person who does not satisfy the "know your customer", anti-money laundering, sanctions checks and other compliance reviews required to be undertaken by Bidco, New Fund or Apax (or any of their respective Affiliates) pursuant to applicable law or regulation or their respective bona fide internal compliance policies.

·            For the purposes of Rule 24.11 of the Takeover Code, J.P. Morgan Cazenove (as financial adviser to Bidco) will provide an estimate of the value of a Rollover Share, together with the assumptions, qualifications and caveats forming the basis of its estimate of value, in a letter to be included in the Scheme Document.

Dividends

·            If, on or after the date of this Announcement, any dividend, distribution and/or other return of capital is declared, made or paid or becomes payable in respect of the AGA Shares (in each case with a record date prior to the Effective Date), Bidco reserves the right to reduce the consideration payable under the Cash Offer by an amount equal to (and make a proportionate downward adjustment to the consideration due under the Alternative Offer to reflect) the amount of such dividend, distribution and/or return of capital. If Bidco so chooses to reduce the consideration any reference in this Announcement to the consideration payable under the Cash Offer (or under the Alternative Offer) will automatically be deemed to be a reference to the consideration as so reduced. In such circumstances, AGA Shareholders would be entitled to receive and retain any such dividend, distribution and/or return of capital.

·            Any adjustment of the Consideration shall be the subject of an announcement and, for the avoidance of doubt, not be regarded as constituting any revision or variation of the terms of the Acquisition or the Scheme.

·            To the extent that any such dividend, distribution and/or other return of capital has been declared or is payable, and: (i) the relevant AGA Shares entitled to receive such dividend, distribution or return of capital are or shall be transferred pursuant to the Acquisition on a basis which entitles Bidco to so receive and retain it; or (ii) such dividend, distribution and/or other return of capital is cancelled, the consideration shall not be subject to adjustment.

·            It is the intention of the AGA Board that AGA Shareholders will only be entitled to receive and retain any future dividend usually announced, declared or paid by AGA in the ordinary course and consistent with past practice of AGA in the event the Effective Date has not occurred by the Long Stop Date and/or the Scheme (or, in the event that the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer) lapses. For the avoidance of doubt, Bidco will have the right to reduce the consideration under the Cash Offer and the Alternative Offer by the amount of any such future dividend.

·            With immediate effect from the date of this Announcement, AGA will cease the share buyback programme which AGA has been undertaking pursuant to a non-discretionary arrangement with Jefferies International Limited ("Jefferies") as announced by AGA on 26 June 2024, initially approved by the AGA Shareholders at AGA's annual general meeting held on 1 May 2024 and which approval was subsequently renewed at AGA's annual general meeting held on 1 May 2025. The recommencement of the share buyback programme (or the introduction of any new share buyback programme) will only be considered in the event the Scheme (or, in the event that the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer) lapses. Any future recommencement of the share buyback programme shall be the subject of an announcement.

Background to and reasons for the Acquisition

·            Apax believes that AGA's portfolio of private equity funds provides access to a range of high-quality companies, and that AGA offers a compelling long-term investment opportunity. AGA's €1.1 billion portfolio currently spans 11 funds, diversified across fund vintages and three sectors, with no see-through single asset exposure representing more than 5 per cent. of the portfolio. The funds focus on investments in the upper mid-market and three sectors - tech, services, and internet/consumer - that provide exposure to target-rich sub-sectors where underlying business models are strong and less impacted by current macro headwinds.

·            Apax has been closely following the performance of AGA, and has been impressed by how the AGA Board has been proactively managing AGA's trading and the actions undertaken to maximise shareholder returns and address the significant discount to NAV. However, the limited liquidity and adverse macroeconomic backdrop affecting AGA and the broader UK investment trust market and listed private equity sector, have resulted in AGA's shares trading at a persistent and significant discount of 30.3 per cent. to the preliminary unaudited Q2 2025 NAV as at the Latest Practicable Date and 27.4 per cent. on average since 30 June 2021, which Apax now believes is a structural component of the alternative investment company market absent material changes in the environment for public equity investment.

·            Much of this enduring discount reflects market reality, not underlying asset quality. Apax believes that in the case of AGA, the liquidity issue has been further exacerbated by the composition of AGA's shareholder base, with c. 42 per cent. of AGA's register made up of Apax alumni or current employees, who are long term investors in AGA and do not trade frequently. Such lack of liquidity has put further pressure on AGA's share price.

·            Recent FX volatility is providing an additional headwind for AGA. Specifically, the recent weakening of the US dollar carries significant risk in the performance of AGA's NAV, which is denominated in EUR, compared to 59 per cent. of AGA's invested private equity portfolio which is denominated in USD.

·            As such, Apax believes that there can be no certainty or expectation that the current discount to NAV can be materially reduced or for the AGA share price to exceed the offer price under the Cash Offer in the medium-term given the absence of any credible rerating catalysts. Furthermore, since IPO in 2015, AGA's portfolio has evolved substantially, becoming more of a pure play private equity company with less direct debt and equity positions, for which it is expected that a private company could more effectively maximise the value of the portfolio.

·            Consequently, Apax believes that AGA will achieve greater success in the long-term as a private vehicle, which would maintain and increase exposure to AGA's portfolio and strategy, by continuing to invest in private equity funds that are part of AGA's current portfolio as well as future vintages of Apax Funds.

·            Apax believes that the Cash Offer provides certainty, in offering AGA Shareholders who want to achieve immediate liquidity with an opportunity to exit their investment in full at a material premium to AGA Share price as at the Latest Practicable Date.

·            In addition, Apax believes that the Alternative Offer provides Eligible Scheme Shareholders with an option to continue investing in the private equity portfolio of current and future Apax Funds, and monetise their positions over time through the liquidity mechanisms offered under the Alternative Offer. Apax believes that electing for the Alternative Offer will allow Eligible Scheme Shareholders to retain exposure to a high quality set of assets that they would not be otherwise able to access, and benefit from enhanced returns from the optimised capital structure of New Fund.

AGA recommendation

Acquisition and Cash Offer

·            The AGA Directors, who have been so advised by Jefferies and Winterflood as to the financial terms of the Cash Offer, consider the terms of the Cash Offer to be fair and reasonable. In providing its advice to the AGA Directors, Jefferies and Winterflood have taken into account the commercial assessments of the AGA Directors. Winterflood is providing independent financial advice to the AGA Directors for the purposes of Rule 3 of the Takeover Code.

·            The AGA Directors confirm they intend to recommend unanimously that Scheme Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and that AGA Shareholders vote or procure votes in favour of the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept such Takeover Offer). The AGA Directors who hold AGA Shares at the date of this Announcement have irrevocably undertaken to: (i) vote or procure voting in favour of the Scheme at the Court Meeting and in favour of the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept such Takeover Offer); and (ii) receive the Cash Offer in respect of all of their own AGA Shares representing, in aggregate, approximately 0.04 per cent. of the AGA Shares in issue on the Latest Practicable Date.

Alternative Offer

·            Bidco is also separately making the Alternative Offer. Jefferies and Winterflood are unable to advise the AGA Directors as to whether or not the financial terms of the Alternative Offer are fair and reasonable. Jefferies and Winterflood have not had any involvement in the validation of any financial projections for New Fund. As a result, Jefferies and Winterflood are unable to assess any plans New Fund may have for the development of AGA to the degree necessary to form an assessment of the value of the Alternative Offer.

·            Accordingly, the AGA Directors are unable to form a view as to whether or not the terms of the Alternative Offer are fair and reasonable. Therefore, the AGA Directors do not intend to make a recommendation to holders of Scheme Shares in relation to the Alternative Offer.

·            Each of the AGA Directors who hold AGA Shares have confirmed that they do not intend to elect for the Alternative Offer in respect of any AGA Shares of which they are the registered and/or beneficial holder, and that they instead will receive the Cash Consideration pursuant to the terms of the Cash Offer.

·            In reviewing the terms of the Alternative Offer, Scheme Shareholders should refer to the key advantages and disadvantages of electing for the Alternative Offer which have been identified and are set out in further detail in paragraph 5 of this Announcement. Scheme Shareholders are strongly encouraged to take into account such advantages and disadvantages, as well as a number of investment considerations and risk factors outlined in paragraphs 5 and 12 of this Announcement and their particular circumstances, when deciding whether to elect for the Alternative Offer in respect of some or all of their Scheme Shares.

·            Scheme Shareholders should also ascertain whether acquiring or holding Rollover Shares is affected by the laws of the relevant jurisdiction in which they reside and whether Rollover Shares are a suitable investment in light of their own personal circumstances.

·            It is strongly recommended that, in deciding whether or not to elect for the Alternative Offer in respect of some or all of their Scheme Shares, Scheme Shareholders take their own independent financial, legal and tax advice in light of their own personal circumstances and investment objectives. Any decision to elect for the Alternative Offer should be based on such independent financial, legal and tax advice and full consideration of this Announcement, the Scheme Document (when published), and the New Fund Information Memorandum and the New Fund Articles (in each case, when available).

·            A shareholding in New Fund is a high-risk, illiquid investment and Scheme Shareholders should elect for the Alternative Offer only if they are prepared to: (i) lose their entire shareholding in New Fund; and (ii) wait (possibly several years or indefinitely) to realise their shareholding. New Fund Shareholders do not have protection against poor performance of New Fund.

·            Further details of the Alternative Offer are set out in paragraphs 5, 11 and 12 of this Announcement and in Appendix IV.

Background to and reasons for the recommendation

·            Notwithstanding early headwinds from a small number of investments held across both the private equity and debt portfolio, AGA delivered strong operating and share price performance between the period of its IPO in 2015 through to 30 June 2021 with annualised NAV total return of 13.6 per cent. in line with target returns of 12-15 per cent, and annualised share price total return of 13.6 per cent. During this period, AGA Shares traded at an average discount to NAV of 12.7 per cent. and on occasion traded at a modest premium to AGA's then prevailing NAV per share.

·            In more recent years, against the backdrop of a weaker global economy, an enduring higher interest rate environment and significant headwinds facing the wider investment company sector, AGA has suffered from a number of challenges. Portfolio performance from the period since 30 June 2021 to 30 June 2025, has delivered an annualised NAV total return of -0.4 per cent., attributable in part to some underlying portfolio company underperformance. In addition, delayed portfolio realisations have hampered AGA's capital allocation policy.

·     Headwinds facing the investment company universe have resulted in persistent selling pressure from investors and a shrinking universe of new buyers. Together with persistent trading illiquidity these factors have led to a substantial widening of AGA's discount to NAV to 49.0 per cent. at its widest (on 9 April 2025), and an average discount of 27.4 per cent. since 30 June 2021.

·     In its March 2025 quarterly update, the AGA Board noted it was concerned by the persistent discount and was evaluating potential options to ensure that shareholders benefit from the intrinsic value of AGA's investment portfolio. Jefferies was appointed by the AGA Board to solicit interest for the purchase of some or all of AGA's private equity interests from potential private equity secondaries investors (the "Secondaries Process"). The Secondaries Process resulted in receipt of a number of asset-level non-binding price indications for various interests.

·     Separately Apax Partners via an investment vehicle submitted a proposal for the acquisition of the entire issued and to be issued ordinary share capital of AGA, to be funded by equity from Ares Funds alongside new third party debt (the "Bidco Proposal").

·     The AGA Board assessed the merits of the price indications received from both the Secondaries Process and the Bidco Proposal and concluded that the Bidco Proposal was in the best interests of shareholders as a whole given it represents: (i) a proposal to acquire the entire issued and to be issued ordinary share capital of AGA in cash, significantly reducing execution risk relative to the Secondaries Process; (ii) an offer price that is substantially in-line with the initial indications received from interested parties in the Secondaries Process; (iii) an offer which enables AGA Shareholders to receive their cash more expeditiously; (iv) an offer value which the AGA Board, Jefferies and Winterflood, its financial advisers, believe represents fair value, on a time value of money basis, relative to a managed wind down, which would take considerable time to execute, carries significant uncertainty with respect to timing and quantum of realisations and results in ongoing operational costs; (v) a partial share alternative, which the AGA Board believes is an important consideration for many AGA Shareholders, providing the option to remain invested should any Eligible Scheme Shareholder wish to; and (vi) an attractive offer price, representing:

o  a premium of 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 30.6 per cent. to the volume weighted average price per AGA Share 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 33.1 per cent. to the volume weighted average price per AGA Share for the six-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 NAV per AGA Share of €2.29,

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

·     The AGA Board has discussed the challenges currently facing AGA and the potential merits of the Bidco Proposal with a number of its larger shareholders who have indicated their support for the Bidco Proposal.

·     Accordingly, following careful consideration of all the above factors, the AGA Board unanimously recommends the Acquisition to AGA Shareholders and believes that AGA Shareholders should vote in favour of the Acquisition.

Irrevocable Undertakings and Letters of Intent

·            Bidco has 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, amounting to 192,136 AGA Shares, representing approximately 0.04 per cent. of the AGA Shares in issue at close of business on the Latest Practicable Date.

·            Bidco has also received irrevocable undertakings from each of the AGA Shareholders listed in Part B of Appendix III of this Announcement 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), such irrevocable undertakings together representing approximately 27.8 per cent. of the AGA Shares in issue at close of business on the Latest Practicable Date. Certain of those AGA Shareholders have also undertaken to elect for the Alternative Offer in respect of their entire holding of Scheme Shares, representing approximately 6.8 per cent. of the AGA Shares in issue at close of business on the Latest Practicable Date.

·            In addition to the irrevocable undertakings detailed above, Bidco has also received letters of intent from the AGA Shareholders listed in Part C of Appendix III of this Announcement 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 respect of their entire holding of Scheme Shares, such letters of intent together representing approximately 7.0 per cent. of the AGA Shares in issue at close of business on the Latest Practicable Date.

·            In total, therefore, Bidco has received irrevocable undertakings and letters of intent, including those irrevocable undertakings from each of the AGA Directors who hold AGA Shares 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 respect of, in aggregate, 168,217,674 AGA Shares, representing approximately 34.9 per cent. of AGA Shares in issue at close of business on the Latest Practicable Date.

·            Bidco has received irrevocable undertakings to elect for the Alternative Offer, in respect of, in aggregate, 32,693,011 AGA Shares, representing approximately 6.8 per cent. of the AGA Shares in issue at close of business on the Latest Practicable Date.

·            Further details of the irrevocable undertakings and letters of intent are set out in Appendix III.

Information on Bidco and Apax

·            Bidco is a Guernsey limited company that was established on 1 July 2025. Bidco was formed for the purposes of the Acquisition and is an entity owned indirectly by an investment vehicle to be advised by Apax and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

·            Apax is a leading global private equity advisory firm. For over 50 years, Apax has worked to inspire growth and ideas that transform businesses. The firm has raised and advised funds with aggregate commitments totalling nearly $80 billion ("Apax Funds"). The Apax Funds invest in companies across three global sectors of Tech, Services, and Internet/Consumer. The Apax Funds provide long-term equity financing to build and strengthen world-class companies. AGA is a limited partner in a number of the existing Apax Funds.

Information on AGA

·            AGA is a Guernsey registered closed-ended investment company admitted to the Official List and to trading on the London Stock Exchange's Main Market for listed securities. AGA is regulated by the GFSC.

·            AGA's objective is to provide shareholders with capital appreciation from its investment portfolio and regular dividends.

·            AGA primarily makes private equity investments in Apax Funds, and also has a portfolio of debt investments, derived from the insights gained as a result of Apax's private equity activities.

·            Further information regarding AGA and its publications are available on AGA's website at https://www.apaxglobalalpha.com/.

·            As of 18 July 2025 (being the last Business Day prior to the publication of this Announcement), AGA had a market capitalisation of £668.6 million.

·            AGA's preliminary unaudited NAV as at 30 June 2025 is €2.29, equating to an estimated Q2 NAV Total Return per share of -3.9 per cent. (1.7 per cent. constant currency).

·            The Scheme Document will contain a valuation report on AGA's net asset value in accordance with Rule 29 of the Takeover Code.

Timetable and Conditions

·            It is intended that the Acquisition will be effected by way of a Court-sanctioned scheme of arrangement under Part VIII of the Companies Law.

·            The Acquisition will be put to Scheme Shareholders at the Court Meeting and to AGA Shareholders at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the Scheme Shareholders, present and voting and entitled to vote at the Court Meeting, either in person or by proxy, representing at least 75 per cent. of the votes cast at the Court Meeting. In addition, the Resolutions must be passed by AGA Shareholders representing the requisite majority or majorities at the General Meeting. The Scheme will also need to be sanctioned by the Court before it can become effective and will become effective in accordance with its terms upon the delivery to the Registrar of Companies of a copy of the Court Order.

·            The Acquisition is subject to the Conditions and further terms set out in Appendix I to this Announcement and the full terms and conditions of the Acquisition which will be set out in the Scheme Document. It is expected that, subject to the satisfaction (or, where applicable, waiver) of the Conditions, the Scheme will become effective late during the third quarter or early during the fourth quarter of 2025.

·            The Scheme Document, containing further information about the Acquisition, including notices of the Court Meeting and the General Meeting, together with the Forms of Proxy and the Form of Election, shall be published as soon as practicable and, in any event within 28 days of this Announcement (unless AGA and Bidco otherwise agree, and the Panel consents, to a later date). The Court Meeting and the General Meeting are both expected to be held in September 2025.

Commenting on the Acquisition, Karl Sternberg, the Chairman of AGA, said:

"Since inception, AGA has offered investors access to a diversified portfolio of private companies in the technology, services and internet/consumer sectors. The AGA Board has overseen the highest return of capital of any of its listed private equity trust sector peers, primarily via an annual dividend, amounting to €508 million in total, equivalent to 57 per cent. of IPO NAV. However, like its peers in the listed private equity trust sector, AGA has faced persistent challenges - a widening discount to NAV, persistent selling from investors, a lack of a forthcoming re-rating and a reduction in new buyers.

The AGA Board initiated a comprehensive review in July 2024 to explore all options to address the discount to NAV, including the creation of a distribution pool and significantly advancing an independent secondary buyout process in recent months. The proposal from Apax for the acquisition of all of AGA's share capital - a full cash offer at a substantial premium to share price, with the option to retain exposure to the existing AGA portfolio in a private fund via a rollover solution, represents the most beneficial outcome for our shareholders. This offer presents a full liquidity solution for AGA Shareholders, simplicity, minimal execution risk and competitive pricing relative to other options available which the AGA Board firmly believes is the best outcome for shareholders."

Commenting on the Acquisition, Salim Nathoo, a Partner of Apax, said:

"Persistent market volatility and the enduring structural discount in the listed private equity sector has continued to weigh on AGA's share price, despite the AGA Board's active efforts to close the valuation gap. Apax's proposal crystallises full, certain value for AGA Shareholders today at a compelling 36.5 per cent. premium to the three-month volume weighted average price. It also gives shareholders who want to maintain exposure to AGA's high-quality private equity portfolio the chance to roll their shares into a new private vehicle where they can continue to benefit from potential future upside and monetise their positions over time."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement including its Appendices.

The Acquisition shall be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions which shall be set out in the Scheme Document. Appendix II to this Announcement contains the sources of information and bases of calculations of certain information contained in this summary and this Announcement, Appendix III contains a summary of the irrevocable undertakings and letters of intent received in relation to this Acquisition, Appendix IV contains a summary of the Rollover terms and Appendix V contains definitions of certain expressions used in this summary and in this Announcement.

Enquiries:

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

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

Skadden, Arps, Slate, Meagher & Flom (UK) LLP is retained as legal adviser to AGA.

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

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

Important Notice

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.

Jefferies International Limited ("Jefferies"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for AGA and for no one else in connection with the Acquisition and/or any other matter referred to in this Announcement and will not be responsible to anyone other than AGA for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this Announcement, or another other matters referred to in this Announcement. Neither Jefferies nor any of its subsidiaries, Affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement or other matter or arrangement referred to herein or otherwise.

Winterflood, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for AGA and for no one else in connection with the Acquisition and/or any other matter referred to in this Announcement and will not be responsible to anyone other than AGA for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement.

No Offer or Solicitation

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of, an offer to sell or otherwise dispose of, or an invitation to purchase, or otherwise acquire or subscribe for, any securities or the solicitation of an offer to buy any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of AGA in any jurisdiction in contravention of applicable law or regulation.

The Acquisition shall be made solely by means of the Scheme Document to be published by AGA (or in the event that the Acquisition is to be implemented by means of a Takeover Offer, the offer document) which shall contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document).

This Announcement has been prepared for the purpose of complying with English law and Guernsey law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom or Guernsey.

AGA Shareholders should read the Scheme Document when it becomes available as it will contain important information relating to the Acquisition.

This Announcement does not constitute a prospectus, prospectus equivalent document or exempted document.

This Announcement contains inside information in relation to AGA for the purposes of Article 7 of the Market Abuse Regulation. AGA's Legal Entity Identifier is 21380031LQE8CU8NU843.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Restricted Jurisdictions and Restricted Shareholders

The release, publication or distribution of this Announcement in whole or in part, directly or indirectly, in or into or from jurisdictions other than the United Kingdom or Guernsey may be restricted by law and/or regulations of those jurisdictions. Persons who are not resident in the United Kingdom or Guernsey or who are subject to the laws and regulations of other jurisdictions should inform themselves of, and observe, such restrictions and any applicable legal or regulatory requirements.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws or regulations in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws and regulations of that jurisdiction.

Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws or regulations in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from such jurisdictions where to do so would violate the laws or regulations in those jurisdictions. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), such Takeover Offer may not be made available directly or indirectly, into or from or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The availability of the Acquisition or of Rollover Shares to Scheme Shareholders who are not resident in the United Kingdom or Guernsey (and, in particular, their ability to vote their Scheme Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf) may be affected by the laws or regulations of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or Guernsey should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

The Acquisition shall be subject to the applicable requirements of the law of Guernsey, the Companies Law, the Court, the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the Listing Rules. Further details in relation to Restricted Shareholders will be contained in the Scheme Document.

The Alternative Offer is available only to Eligible Scheme Shareholders. Restricted Shareholders may not elect to participate in the Alternative Offer.

Additional Information for UK and EEA Investors

New Fund is registered by the Guernsey Financial Services Commission as a closed-ended collective investment scheme registered pursuant to the Protection of Investors (Bailiwick of Guernsey) Law, 2020 and the Registered Collective Investment Scheme Rules and Guidance, 2021 and is an internally-managed AIF for purposes of the EU Alternative Investment Fund Managers Directive (2011/61/EU) and the UK Alternative Investment Fund Managers Regulations 2013. Within the UK and the EEA, the Alternative Offer will be made only to Eligible Scheme Shareholders who are: (i) eligible for categorisation as professional investors in accordance with Annex II to the EU Markets in Financial Instruments Directive (2014/65/EU) or Article 2(1)(8) of Regulation (EU) 600/2014 on markets in financial instruments (as onshored in the UK), as applicable; and (ii) domiciled or have their registered office in jurisdictions where New Fund is registered for marketing under applicable national private placement regimes.

Additional Information for US Investors

The Acquisition is being made to acquire the securities of a Guernsey company by means of a scheme of arrangement provided for under Part VIII of the Companies Law, which is subject to Guernsey disclosure requirements (which are different from those of the US). A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme will be subject to disclosure requirements and practices applicable to schemes of arrangement involving a target company incorporated in Guernsey, admitted to the Official List and to trading on the London Stock Exchange's Main Market, which are different from the disclosure requirements of the US under the US proxy solicitation and tender offer rules.

It is not expected that New Fund will be required to register the New Fund Shares or any other security of New Fund under Section 12(g) or any other provision of the US Exchange Act.

AGA's financial statements, and all financial information included in this Announcement or that may be included in the Scheme Document, or any other documents relating to the Acquisition, has been or will have been prepared in accordance with accounting standards applicable in Guernsey and the UK and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this Announcement is adequate, accurate or complete.

If Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would be made in compliance with applicable US laws and regulations, including to the extent applicable Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and in accordance with the Takeover Code. Such a takeover would be made in the United States by Bidco and no one else.

US holders also should be aware that the transactions contemplated herein will have US tax consequences and that such consequences, if any, are not described herein. US holders should note that it is intended that, after Completion, AGA will elect to be classified as an entity disregarded as separate from its owner for US federal income tax purposes (the "AGA CTB Election"). US holders are urged to consult with appropriate legal, tax and financial advisers in connection with the tax consequences of the Acquisition and the AGA CTB Election applicable to them.

The Rollover Shares issued under the Alternative Offer will not be registered under the US Securities Act or under relevant securities laws of any state or territory or other jurisdiction of the United States and New Fund has not and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "US Investment Company Act"), in reliance on Section 7(d) thereof. Accordingly, the Rollover Shares may not be offered or sold in the United States, except in a transaction not subject to, or in reliance on an applicable exemption from, the registration requirements of the US Securities Act and any applicable state securities laws and are only available in a transaction that does not involve a public offering in the United States to investors in the U.S. who are (A) "qualified purchasers" as defined in Section 2(a)(51) of the US Investment Company Act or (B) "knowledgeable employees" as defined in Rule 3c-5 of the US Investment Company Act. Investors in or domiciled in the US will be required to execute and deliver a US investor letter in which, amongst other things, they certify their eligibility to purchase the Rollover Shares and their understanding of the resale restrictions applicable to them, and agree to abide by certain restrictions in the resale of the Rollover Shares. New Fund expects to issue the Rollover Shares in reliance upon the exemption from the registration requirements under the US Securities Act provided by Section 3(a)(10) thereof ("Section 3(a)(10)"). Section 3(a)(10) exempts securities issued in specified exchange transactions from the registration requirement under the US Securities Act where, among other requirements, the fairness of the terms and conditions of the issuance and exchange of such securities have been approved by a court or governmental authority expressly authorised by law to grant such approval, after a hearing upon the fairness of the terms and conditions of the exchange at which all persons to whom the Rollover Shares are proposed to be issued have the right to appear and receive adequate and timely notice thereof. If the exemption afforded by Section 3(a)(10) is not available to New Fund, then New Fund expects to avail itself of another available exemption to the registration requirements under the US Securities Act. If Bidco exercises its right to implement the acquisition of the AGA Shares by way of a Takeover Offer, the Rollover Shares will not be offered in the US except pursuant to an exemption from or in a transaction not subject to registration under the US Securities Act.

The Rollover Shares issued pursuant to the Acquisition will not be registered under any laws of any state, district or other jurisdiction of the United States, and may only be issued to persons resident in such state, district or other jurisdiction pursuant to an exemption from the registration requirements of the US Securities Act. The Rollover Shares will not be listed on any stock exchange. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Alternative Offer, passed any opinion upon the fairness of the Acquisition or the Alternative Offer nor has determined (nor will they determine) if the Scheme Document is accurate or complete. Any representation to the contrary is a criminal offence.

US holders who are or will be affiliates of the New Fund Group or AGA prior to, or of the New Fund Group after, the Effective Date will be subject to certain US transfer restrictions relating to the Rollover Shares received pursuant to the Scheme.

For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act in respect of the Rollover Shares issued pursuant to the Alternative Offer afforded by Section 3(a)(10), the New Fund Group will advise the Court that its sanctioning of the Scheme will be relied upon by the New Fund Group as an approval of the Scheme following a hearing on its fairness to AGA Shareholders.

It may be difficult for US holders of AGA Shares to enforce their rights and any claims arising out of the US federal securities laws, since AGA is located in a country other than the US, and all of its officers and directors are residents of countries other than the US. US holders of AGA Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its Affiliates to subject themselves to a US court's judgement.

In accordance with normal UK practice and consistent with Rule 14e-5 under the US Exchange Act, Bidco, certain Affiliated companies and the nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares in AGA outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and will comply with applicable law, including to the extent applicable the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Forward-looking Statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Bidco and AGA contain certain statements, beliefs or opinions, with respect to the financial condition, results of operations and business of Bidco and AGA which are or may be deemed to be "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and/or AGA (as the case may be) about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "envisage", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning and including statements relating to future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects and business and management strategies and the expansion and growth of the operations of Bidco or AGA. These forward-looking statements are not guarantees of future performance and are based on assumptions and assessments made by AGA, and/or Bidco, in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this Announcement could cause actual results, performance or achievements of any such person, or industry results and developments, to differ materially from those expressed in or implied by such forward-looking statements. No assurance can be given by AGA and Bidco that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement.

The forward-looking statements speak only at the date of this Announcement. All subsequent oral or written forward-looking statements attributable to any member of the New Fund Group or AGA Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. Neither AGA nor Bidco nor Apax assumes any obligation and AGA and Bidco and Apax disclaim any intention or obligation, to update or correct the information contained in this Announcement (whether as a result of new information, future events or otherwise), except as required by applicable law or regulation (including under the Listing Rules).

EXCEPT AS EXPRESSLY PROVIDED IN THE ANNOUNCEMENT, THE FORWARD-LOOKING STATEMENTS HAVE NOT BEEN REVIEWED BY THE AUDITORS OF AGA, APAX OR BIDCO OR THEIR RESPECTIVE FINANCIAL ADVISERS. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES THAT COULD SIGNIFICANTLY AFFECT EXPECTED RESULTS AND ARE BASED ON CERTAIN KEY ASSUMPTIONS. THERE ARE SEVERAL FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN FORWARD-LOOKING STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS IS THE SATISFACTION OF THE CONDITIONS, AS WELL AS ADDITIONAL FACTORS SUCH AS CHANGES IN GLOBAL, POLITICAL, ECONOMIC, BUSINESS, COMPETITIVE, MARKET AND REGULATORY FORCES, FUTURE EXCHANGE AND INTEREST RATES, CHANGES IN TAX RATES AND FUTURE BUSINESS COMBINATIONS OR DISPOSITIONS. SUCH FORWARD-LOOKING STATEMENTS SHOULD THEREFORE BE CONSTRUED IN THE LIGHT OF SUCH FACTORS. NEITHER BIDCO NOR AGA, NOR ANY OF THEIR RESPECTIVE ASSOCIATES OR DIRECTORS, OFFICERS OR ADVISERS, PROVIDES ANY REPRESENTATION, ASSURANCE OR GUARANTEE THAT THE OCCURRENCE OF THE EVENTS EXPRESSED OR IMPLIED IN ANY FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT WILL ACTUALLY OCCUR.

No Profit Forecasts, Profit Estimates or Quantified Financial Benefits Statements

No statement in this Announcement is intended as a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for AGA for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for AGA.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Right to switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Panel (where necessary), and subject to the terms of the Co-Operation Agreement, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of AGA (not already held by any member of the Bidco Group) as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Bidco so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix 1 to this Announcement.

Upon sufficient acceptances being received in respect of such Takeover Offer, Bidco intends to exercise its rights to apply the provisions of section 337 and Part XVIII of the Companies Law so as to acquire compulsorily the remaining AGA Shares in respect of which the Takeover Offer has not been accepted.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by AGA Shareholders and other relevant persons for the receipt of communications from AGA may be provided to Bidco during the Offer Period as requested under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website and Availability of Hard Copies

A copy of this Announcement and the documents required to be published by Rule 26 of the Takeover Code shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on AGA's website at https://www.apaxglobalalpha.com/investor-centre/offer by no later than 12 noon (London time) on 22 July 2025. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this Announcement.

AGA Shareholders may request hard copies of this Announcement by contacting MUFG Corporate Markets (Guernsey) Limited at Mont Crevelt House, Bulwer Avenue, St Sampson, Guernsey, Channel Islands, GY2 4LH, or on +44 (0) 871 664 0300 during business hours Monday to Friday (public holidays excepted). Calls to this number from persons who are not resident in Guernsey are charged at the applicable international rate. Calls from a mobile device may incur network extras.

You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form. If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this Announcement will not be provided unless such a request is made.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9

In accordance with Rule 2.9 of the Takeover Code, AGA confirms that, as at the date of this Announcement, it has 482,390,225 ordinary shares of no par value in issue and admitted to trading on the London Stock Exchange's Main Market. AGA has 8,710,543 shares held in treasury. The International Securities Identification Number (ISIN) of the AGA Shares is GG00BWWYMV85.

General

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor accountant or independent financial adviser duly authorised under the FSMA if you are a resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

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 ANNOUNCEMENT CONTAINS INSIDE INFORMATION

THIS ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS EXEMPT DOCUMENT AND SCHEME SHAREHOLDERS SHOULD NOT MAKE ANY DECISION IN RELATION TO THE ALTERNATIVE OFFER EXCEPT ON THE BASIS OF THE INFORMATION TO BE CONTAINED IN THE SCHEME DOCUMENT WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE

FOR IMMEDIATE RELEASE

21 July 2025

RECOMMENDED ACQUISITION

of

Apax Global Alpha Limited ("AGA")

by

Janus Bidco Limited ("Bidco")

a newly-formed Guernsey limited company indirectly owned by an investment vehicle 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

1.         Introduction

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.

2.         The Acquisition

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:

·            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);

·            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);

·            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

·            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.

Bidco will procure that a facility will be made available under which Scheme Shareholders will be able to elect (subject to the terms and conditions of the facility) to receive the Cash Consideration in sterling (after deduction of any transaction or dealing costs associated with the conversion) at the applicable market exchange rate on the latest practicable date for fixing such rate prior to the relevant payment date. Further details of this facility and the process for election by Scheme Shareholders wishing to receive their Cash Consideration in sterling will be set out in the Scheme Document.

A portion of the funds required for the Cash Offer will be made available to Bidco through equity financing from Ares Funds, which will subscribe for New Fund A2 Shares to fund (in part) the payment of the Cash Consideration to AGA Shareholders. The remaining Cash Consideration will be satisfied through debt financing as summarised in paragraph 13 below.

Alternative Offer

As an alternative to the Cash Offer, Eligible Scheme Shareholders (being those Scheme Shareholders who are not Restricted Shareholders) may elect to participate in an unlisted share alternative in respect of some or all of their Scheme Shares (subject to the Minimum Rollover Percentage, the implementation of the Rollover, any 'scale back' as a result of the Rollover Offer Maximum, the terms summarised in Appendix IV and the full terms and conditions that will be set out in the Scheme Document) (the "Alternative Offer"). Restricted Shareholders may not elect to participate in the Alternative Offer.

Each Eligible Scheme Shareholder may participate in the Alternative Offer in respect of some or all of their Scheme Shares provided that they elect to exchange 50 per cent. or more of their Scheme Shares for Rollover Shares (the "Minimum Rollover Percentage").

The Alternative Offer will be open to acceptance in respect of Scheme Shares which, in aggregate, represent up to a maximum of 40 per cent. of the issued share capital of AGA (the "Rollover Offer Maximum"). In the event the Rollover Offer Maximum is exceeded, those Eligible Scheme Shareholders who validly elect to participate in the Alternative Offer would be issued Rollover Shares on a scaled back pro-rata basis such that each Eligible Scheme Shareholder who has validly elected to participate in the Alternative Offer shall receive their Pro-Rata Percentage of the aggregate number of Rollover Shares to be issued in connection with the Acquisition (with any fractions of Rollover Shares resulting from such scaling back being rounded down to the nearest whole number of Rollover Shares), and the remaining consideration due in respect of the balance of the Scheme Shares (including any fraction of Rollover Shares rounded down from any scale back) shall be satisfied in cash at a value per Scheme Share equal to the Cash Offer. Eligible Scheme Shareholders who validly elect to participate in the Alternative Offer will receive, immediately following the implementation of the Rollover (see Appendix IV for details of the Rollover steps):

for each Scheme Share:                    1 Rollover Share

Due to the leverage that is being utilised by the New Fund Group in connection with the Acquisition, immediately following implementation of the Rollover the Rollover Shareholders will hold a larger proportion of the economic returns per share in Janus Topco Limited ("New Fund"), as compared to their current shareholding in AGA. Following implementation of the Rollover, Ares Funds will subscribe for New Fund A2 Shares (at the same subscription price per share as Ares Funds paid in respect of their subscription for New Fund A2 Shares to fund (in part) the payment of the Cash Consideration to AGA Shareholders) for an aggregate subscription amount equal to: (i) the total costs and expenses incurred and to be incurred by or on behalf of the New Fund Group and Ares Funds in connection with the Acquisition; and (ii) the minimum cash amount required to be funded to New Fund at or immediately following Completion in order to manage New Fund's working capital requirements (both amounts net of AGA's cash balance at that time) (the "Additional Funding Amount"), in each case, to the extent such funding is deemed by New Fund in its absolute discretion to be required for such purposes. The issuance of New Fund A2 Shares for the Additional Funding Amount will be implemented on a non-pre-emptive basis, meaning that Rollover Shareholders will not be entitled to participate and consequently the percentage holding of Rollover Shareholders in New Fund will be diluted by such issuance. The Additional Funding Amount is currently expected to be approximately EUR 24 million which would result in a dilution for each Rollover Shareholder of 3.9 per cent. An updated estimate will be included in the Scheme Document.

For illustrative purposes only and assuming no scale back due to aggregate elections exceeding the Rollover Offer Maximum, if the Scheme becomes effective in accordance with its terms and Eligible Scheme Shareholders validly elect for the Alternative Offer in respect of a holding representing 1 per cent. of the AGA Shares, upon implementation of the Rollover, such Eligible Scheme Shareholders will hold Rollover Shares representing 1.53 per cent. of the economic rights in New Fund, reflecting the amended capital structure of New Fund. The Post-Acquisition Issuance (as detailed in paragraph 11 of this Announcement) will then occur and have a dilutive impact on the Rollover Shares, such that in this example, the 1.53 per cent. share of the economic rights in New Fund will be reduced to 1.47 per cent. (on the basis of the estimated Additional Funding Amount) following completion of the Post-Acquisition Issuance. In this example, Ares would be issued New Fund A2 Shares representing in total 98.53 per cent. of the economic rights in New Fund.

The Rollover Shares will be issued within 14 days of the Effective Date. The terms and conditions of the Alternative Offer are set out in paragraph 11 of this Announcement and a summary of the rights attaching to the Rollover Shares is set out in Appendix IV to this Announcement. Certain advantages and disadvantages of electing for the Alternative Offer are outlined in paragraph 5 of this Announcement. Further information about the Rollover Shares and the Alternative Offer will be included in the Scheme Document.

Scheme Shareholders who do not validly elect for the Alternative Offer will automatically receive the Cash Offer in respect of their entire holding of Scheme Shares. Further details in relation to making an election for the Alternative Offer will be contained in the Scheme Document.

An Eligible Scheme Shareholder is a Scheme Shareholder who is not a Restricted Shareholder. A Restricted Shareholder is an AGA Shareholder who is, or who Bidco reasonably believes to be: (i) a citizen, resident or national of any Restricted Jurisdiction; (ii) a person to whom the offer or issue of shares in New Fund may result in a significant risk of civil, regulatory or criminal exposure for Bidco, New Fund or Apax (or any of their respective Affiliates); or (iii) a person who does not satisfy the "know your customer", anti-money laundering, sanctions checks and other compliance reviews required to be undertaken by Bidco, New Fund or Apax (or any of their respective Affiliates) pursuant to applicable law or regulation or their respective bona fide internal compliance policies.

For the purposes of Rule 24.11 of the Takeover Code, J.P. Morgan Cazenove (as financial adviser to Bidco) will provide an estimate of the value of a Rollover Share, together with the assumptions, qualifications and caveats forming the basis of its estimate of value, in a letter to be included in the Scheme Document.

Dividends

If, on or after the date of this Announcement, any dividend, distribution and/or other return of capital is declared, made or paid or becomes payable in respect of the AGA Shares (in each case with a record date prior to the Effective Date), Bidco reserves the right to reduce the consideration payable under the Cash Offer by an amount equal to (and make a proportionate downward adjustment to the consideration due under the Alternative Offer to reflect) the amount of such dividend, distribution and/or return of capital. If Bidco so chooses to reduce the consideration any reference in this Announcement to the consideration payable under the Cash Offer (or under the Alternative Offer) will automatically be deemed to be a reference to the consideration as so reduced.

In such circumstances, AGA Shareholders would be entitled to receive and retain any such dividend, distribution and/or return of capital.

Any adjustment of the Consideration shall be the subject of an announcement and, for the avoidance of doubt, not be regarded as constituting any revision or variation of the terms of the Acquisition or the Scheme.

To the extent that any such dividend, distribution and/or other return of capital has been declared or is payable, and: (i) the relevant AGA Shares entitled to receive such dividend, distribution or return of capital are or shall be transferred pursuant to the Acquisition on a basis which entitles Bidco to so receive and retain it; or (ii) such dividend, distribution and/or other return of capital is cancelled, the consideration shall not be subject to adjustment.

It is the intention of the AGA Board that AGA Shareholders will only be entitled to receive and retain any future dividend usually announced, declared or paid by AGA in the ordinary course and consistent with past practice of AGA in the event the Effective Date has not occurred by the Long Stop Date and/or the Scheme (or, in the event that the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer) lapses. For the avoidance of doubt, Bidco will have the right to reduce the consideration under the Cash Offer and the Alternative Offer by the amount of any such future dividend.

With immediate effect from the date of this Announcement, AGA will cease the share buyback programme which AGA has been undertaking pursuant to a non-discretionary arrangement with Jefferies International Limited ("Jefferies") as announced by AGA on 26 June 2024, initially approved by the AGA Shareholders at AGA's annual general meeting held on 1 May 2024 and which approval was subsequently renewed at AGA's annual general meeting held on 1 May 2025. The recommencement of the share buyback programme (or the introduction of any new share buyback programme) will only be considered in the event the Scheme (or, in the event that the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer) lapses. Any future recommencement of the share buyback programme shall be the subject of an announcement.

3.         Background to and reasons for the Acquisition

Apax believes that AGA's portfolio of private equity funds provides access to a range of high-quality companies, and that AGA offers a compelling long-term investment opportunity. AGA's €1.1 billion portfolio currently spans 11 funds, diversified across fund vintages and three sectors, with no see-through single asset exposure representing more than 5 per cent. of the portfolio. The funds focus on investments in the upper mid-market and three sectors - tech, services, and internet/consumer - that provide exposure to target-rich sub-sectors where underlying business models are strong and less impacted by current macro headwinds.

Apax has been closely following the performance of AGA, and has been impressed by how the AGA Board has been proactively managing AGA's trading and the actions undertaken to maximise shareholder returns and address the significant discount to NAV. However, the limited liquidity and adverse macroeconomic backdrop affecting AGA and the broader UK investment trust market and listed private equity sector, have resulted in AGA's shares trading at a persistent and significant discount of 30.3 per cent. to the preliminary unaudited Q2 2025 NAV as at the Latest Practicable Date and 27.4 per cent. on average since 30 June 2021, which Apax now believes is a structural component of the alternative investment company market absent material changes in the environment for public equity investment.

Much of this enduring discount reflects market reality, not underlying asset quality. Apax believes that in the case of AGA, the liquidity issue has been further exacerbated by the composition of AGA's shareholder base, with c. 42 per cent. of AGA's register made up of Apax alumni or current employees, who are long term investors in AGA and do not trade frequently. Such lack of liquidity has put further pressure on AGA's share price.

Recent FX volatility is providing an additional headwind for AGA. Specifically, the recent weakening of the US dollar carries significant risk in the performance of AGA's NAV, which is denominated in EUR, compared to 59 per cent. of AGA's invested private equity portfolio which is denominated in USD.

As such, Apax believes that there can be no certainty or expectation that the current discount to NAV can be materially reduced or for the AGA share price to exceed the offer price under the Cash Offer in the medium-term given the absence of any credible rerating catalysts. Furthermore, since the IPO in 2015, AGA's portfolio has evolved substantially, becoming more of a pure play private equity company with less direct debt and equity positions, for which it is expected that a private company could more effectively maximise the value of the portfolio.

Consequently, Apax believes that AGA will achieve greater success in the long-term as a private vehicle, which would maintain and increase exposure to AGA's portfolio and strategy, by continuing to invest in private equity funds that are part of AGA's current portfolio as well as future vintages of Apax Funds.

Apax believes that the Cash Offer provides certainty, in offering AGA Shareholders who want to achieve immediate liquidity with an opportunity to exit their investment in full at a material premium to AGA Share price as at the Latest Practicable Date.

In addition, Apax believes that the Alternative Offer provides Eligible Scheme Shareholders with an option to continue investing in the private equity portfolio of current and future Apax Funds, and monetise their positions over time through the liquidity mechanisms offered under the Alternative Offer. Apax believes that electing for the Alternative Offer will allow Eligible Scheme Shareholders to retain exposure to a high quality set of assets that they would not be otherwise able to access, and benefit from enhanced returns from the optimised capital structure of New Fund.

4.         AGA recommendation

Acquisition and Cash Offer

The AGA Directors, who have been so advised by Jefferies and Winterflood as to the financial terms of the Cash Offer, consider the terms of the Cash Offer to be fair and reasonable. In providing its advice to the AGA Directors, Jefferies and Winterflood have taken into account the commercial assessments of the AGA Directors. Winterflood is providing independent financial advice to the AGA Directors for the purposes of Rule 3 of the Takeover Code.

The AGA Directors confirm they intend to recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that AGA Shareholders vote in favour of the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept such Takeover Offer). The AGA Directors who hold AGA Shares at the date of this Announcement have irrevocably undertaken to: (i) vote or procure voting in favour of the Scheme at the Court Meeting and in favour of the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept such Takeover Offer); and (ii) receive the Cash Offer in respect of all of their own AGA Shares representing, in aggregate, approximately 0.04 per cent. of the AGA Shares in issue on the Latest Practicable Date.

Alternative Offer

Bidco is also separately making the Alternative Offer. Jefferies and Winterflood are unable to advise the AGA Directors as to whether or not the financial terms of the Alternative Offer are fair and reasonable. Jefferies and Winterflood have not had any involvement in the validation of any financial projections for New Fund. As a result, Jefferies and Winterflood are unable to assess any plans New Fund may have for the development of AGA to the degree necessary to form an assessment of the value of the Alternative Offer.

Accordingly, the AGA Directors are unable to form a view as to whether or not the terms of the Alternative Offer are fair and reasonable. Therefore, the AGA Directors do not intend to make a recommendation to holders of Scheme Shares in relation to the Alternative Offer.

Each of the AGA Directors who hold AGA Shares have confirmed that they do not intend to elect for the Alternative Offer in respect of any AGA Shares of which they are the registered and/or beneficial holder, and that they instead will receive the Cash Consideration pursuant to the terms of the Cash Offer.

In reviewing the terms of the Alternative Offer, Scheme Shareholders should refer to the key advantages and disadvantages of electing for the Alternative Offer which have been identified and are set out in further detail in paragraph 5 of this Announcement. Scheme Shareholders are strongly encouraged to take into account such advantages and disadvantages, as well as a number of investment considerations and risk factors outlined in paragraphs 5 and 12 of this Announcement and their particular circumstances, when deciding whether to elect for the Alternative Offer in respect of some or all of their Scheme Shares.

Scheme Shareholders should also ascertain whether acquiring or holding Rollover Shares is affected by the laws of the relevant jurisdiction in which they reside and whether Rollover Shares are a suitable investment in light of their own personal circumstances.

It is strongly recommended that, in deciding whether or not to elect for the Alternative Offer in respect of some or all of their Scheme Shares, Scheme Shareholders take their own independent financial, legal and tax advice in light of their own personal circumstances and investment objectives. Any decision to elect for the Alternative Offer should be based on such independent financial, legal and tax advice and full consideration of this Announcement, the Scheme Document (when published), and the New Fund Information Memorandum and the New Fund Articles (in each case, when available).

A shareholding in New Fund is a high-risk, illiquid investment and Scheme Shareholders should elect for the Alternative Offer only if they are prepared to: (i) lose their entire shareholding in New Fund; and (ii) wait (possibly several years or indefinitely) to realise their shareholding. New Fund Shareholders do not have protection against poor performance of New Fund.

Further details of the Alternative Offer are set out in paragraphs 5, 11 and 12 of this Announcement and in Appendix IV.

5.         Key advantages and disadvantages in relation to the Alternative Offer

A shareholding in New Fund is a high-risk, illiquid investment and Scheme Shareholders should elect for the Alternative Offer only if they are prepared to: (i) lose their entire shareholding in New Fund; and (ii) wait (possibly several years or indefinitely) to realise their shareholding. New Fund Shareholders do not have protection against poor performance.

Advantages of electing for the Alternative Offer

·     The Alternative Offer allows Eligible Scheme Shareholders to remain indirectly invested in AGA under private ownership, providing continued (indirect) economic exposure to AGA without the associated costs of being a public company. The Alternative Offer allows Eligible Scheme Shareholders to benefit from potentially increased exposure to the value of AGA's underlying assets and investments (through an increase in their ownership in New Fund compared to their holding in AGA, assuming election of the Alternative Offer in respect of their entire holding in AGA and no scale back arising from elections exceeding the Rollover Offer Maximum) by virtue of the effect of the leverage utilised by Bidco in connection with the Acquisition. New Fund will continue to invest in Apax Funds which hold a diversified portfolio of high-quality companies across the technology, services, and internet and consumer industries.

·     The Alternative Offer allows Scheme Shareholders to participate in potential future value creation which might, on a sale or redemption of the Rollover Shares, have the potential ultimately to deliver greater value than the Cash Offer (although this cannot be guaranteed and is subject to, amongst other factors, the risk factors set out at paragraph 12 of this Announcement).

·     From Completion, the Rollover Shares will rank economically pari passu with the New Fund A2 Shares held by and issued to Ares Funds in connection with the Acquisition in respect of the right to receive and retain any distributions, dividends and/or other returns of income or capital made by New Fund (other than in respect of certain exceptions in connection with a Voluntary Redemption Election or for Run-Off Interests, as further described in paragraph 4 of Appendix IV to this Announcement).

·     New Fund has certain liquidity and redemption mechanisms which may, subject to their terms and conditions, provide Rollover Shareholders the ability to realise over time their shareholdings in New Fund. Such realisations may be at a lower discount to NAV than the Offer Price represents; however, there is no guarantee of any such redemption.

Disadvantages of electing for the Alternative Offer

·     The Rollover Shares will be unlisted and will not be admitted to trading on any stock exchange and will therefore be illiquid. Any assessment of the value of the Rollover Shares should therefore take into account an individual shareholder's assessment of an appropriate liquidity discount.

·     The Rollover Shares will at all times be of uncertain value and there can be no assurance that they will be capable of being sold in the future or that they will be capable of being sold at the value range to be estimated by J.P. Morgan Cazenove in the Scheme Document, particularly in light of the following bullet point.

·     The Rollover Shares will be non-transferable except with the prior consent of the New Fund Board.

·     The Rollover Shares will not receive notice of, attend or vote at general meetings of New Fund and will have limited minority protections prescribed by Guernsey law (including in relation to a variation of their class rights). Therefore, the Rollover Shareholders will have no material influence over decisions made by the New Fund Group, including in relation to its investment in AGA, in any other business or in relation to any member of the New Fund Group's (or AGA Group's) strategy. The Rollover Shareholders will not have any voting rights other than in respect of a limited prescribed list of New Fund Shareholder Consent and Rollover Shareholder Consent matters (being those matters set out in paragraph 4 of Appendix IV to this Announcement). On and from the issuance of the New Fund A2 Shares and Rollover Shares, the Ares Funds will hold a majority of the voting rights and have the ability to pass New Fund Shareholder Consent matters unilaterally.

·     Only the New Fund A1 Shares will carry the right to appoint directors to the New Fund Board, which as at the Effective Date shall comprise three directors appointed by Apax Holdco other than in the limited circumstance of a cause event occurring with respect to New Fund in which case replacement directors of the Board may be appointed pursuant to a New Fund Shareholder Consent.

·     Apax intends that the costs and expenses incurred and to be incurred by or on behalf of the New Fund Group and Ares Funds in connection with the Acquisition and the minimum cash amount required to be funded to New Fund at or immediately following Completion in order to manage New Fund's working capital requirements will be borne by the New Fund Group. In order to fund such costs and the minimum cash balance of the New Fund Group, Ares Funds will subscribe for New Fund A2 Shares equal to the Additional Funding Amount, meaning that the economic entitlement of the Rollover Shares will be diluted following the Effective Date upon the completion of the Post-Acquisition Issuance.

·     The right of Rollover Shareholders to participate in future issues of New Fund Shares will apply in limited circumstances and on a catch-up basis only, i.e. Rollover Shareholders will only be given the opportunity to subscribe for their pro rata entitlements to securities in New Fund following completion of a related issue of securities to other persons. The catch-up right afforded to Rollover Shareholders may in certain limited circumstances be waived by a New Fund Shareholder Consent. Any securities issued by members of the New Fund Group in the future may have different (including, potentially, preferential) rights or characteristics to the Rollover Shares. Such events may result in the economic entitlements of Rollover Shareholders suffering significant dilution.

·     In relation to those issues of New Fund Shares in which Rollover Shareholders are entitled to participate, if Rollover Shareholders wish to avoid their percentage interest in New Fund being reduced by any such issue, they will need to invest further cash sums in New Fund. Therefore, the percentage ownership of New Fund attributable to any Rollover Shareholder could be reduced, potentially significantly, if such Rollover Shareholder does not take the necessary action, including the payment of any amounts due, to accept their entitlements to New Fund Shares pursuant to any catch-up issue of securities by any member of the New Fund Group in the period following the Effective Date.

·     The price of and valuation methodology in relation to further issues of New Fund securities is not currently known and may be different to the value range per Rollover Share to be estimated by J.P. Morgan Cazenove in the Scheme Document.

·     The value of the Rollover Shares will depend on the future performance of the AGA business under New Fund ownership. This remains uncertain and could result in the amount received on any redemption or future transfer of Rollover Shares being more or less than the Cash Consideration payable to AGA Shareholders under the Cash Offer. There can be no certainty or guarantee as to the performance of the New Fund Group following the Effective Date. Past performance cannot be relied upon as an indication of future performance.

·     Apax intends that any reasonable, properly incurred costs in connection with any redemption or sale of Rollover Shares, or other return of proceeds in the future, may be borne by the New Fund Group and/or New Fund Shareholders, including the Rollover Shareholders. Such costs may therefore result, directly or indirectly, in a pro rata reduction in the value of the investment made by the holders of the Rollover Shares in the New Fund Group.

·     The redemption of Rollover Shares by way of voluntary redemption or the receipt of proceeds by way of Run-Off Election is not guaranteed and may not be achieved due to insufficient funds in New Fund.

·     Depending on the tax laws of the jurisdiction in which Rollover Shareholders are resident for tax purposes, Rollover Shareholders may be subject to tax in respect of or in connection with the Rollover (and may not be able to defer or "roll over" any such tax until the time that the Rollover Shareholders dispose of their Rollover Shares) ("Transaction-Related Tax"). To the extent that Rollover Shareholders suffer a Transaction-Related Tax, they will be provided with the opportunity to submit a request to the New Fund Board to redeem such portion of their Rollover Shares (at a redemption price equal to the NAV of New Fund attributable to the relevant shares) as will result in a cash amount payable to the relevant Rollover Shareholder as is equal to the relevant Transaction-Related Tax that is payable or suffered by the relevant Rollover Shareholder ("Tax-Related Redemptions Request"). All Tax-Related Redemptions Requests will be subject to: (i) the New Fund Board being satisfied, in its reasonable discretion, that it has been provided with sufficient evidence that, among other things, the relevant Rollover Shareholder has incurred or suffered, or will incur or suffer, Transaction-Related Tax; and (ii) an aggregate cap of USD $25,000,000, such that if the aggregate redemption price of all approved Tax-Related Redemptions Requests exceeds USD $25,000,000, all approved Tax-Related Redemptions Requests will be scaled back pro rata (a "Pro-Rata Scale Back"). Rollover Shareholders will therefore be required to fund all or part of the cost of any Transaction-Related Tax to the extent that their Tax-Related Redemptions Request: (i) is not approved by the New Fund Board on the grounds that it lacks sufficient evidence; or (ii) is subject to a Pro-Rata Scale Back.

·     The New Fund Information Memorandum will provide Rollover Shareholders with very limited information rights: New Fund will prepare and distribute its audited annual report and quarterly reports. Rollover Shareholders shall otherwise have no information rights, other than the very limited rights available to them under the Companies Law or as the New Fund Board deems appropriate.

·     Certain consent rights under the New Fund Information Memorandum and the New Fund Articles are exercisable by the holder(s) of a majority of the Rollover Shares. These consent rights relate to any decision which would have a material adverse effect on the interests of the Rollover Shareholders as a whole that is materially disproportionate to the effect on the other classes of shareholder in New Fund. Depending on the number of Eligible Scheme Shareholders who elect for the Alternative Offer and in what proportions, it is possible that such consent may in practice be capable of being given by one or a small number of Rollover Shareholders who hold a majority of the Rollover Shares, and in addition, there are mechanics whereby if a majority of the Rollover Shareholders do not vote (either positively or negatively) in relation to a matter, then such consent may be deemed to have been obtained.

·     The precise numbers of securities that may be issued by New Fund from time to time cannot be ascertained at the date of this Announcement and will depend on a variety of factors including those described above.

·     The AGA Shares are currently admitted to trading on the Main Market of the London Stock Exchange. Certain standards and protections afforded to shareholders in a company admitted to trading on the Main Market of the London Stock Exchange will be substantially different to a shareholding in an unlisted private company which a Scheme Shareholder would receive as a result of electing for the Alternative Offer.

Further details on New Fund and the principal rights of the Rollover Shares are set out in Appendix IV to this Announcement and will be summarised in the Scheme Document. As set out at paragraph 19, copies of the key documents in respect of the Acquisition, including the Alternative Offer, as required by Rule 26 of the Takeover Code will be published on AGA's website at  https://www.apaxglobalalpha.com/investor-centre/offer, subject to certain restrictions relating to Restricted Shareholders, by no later than noon on the Business Day following the date of this Announcement until the end of the Offer Period.

6.         Background to and reasons for the recommendation

AGA was launched as a listed investment company in 2015 to provide investors with direct exposure to a portfolio of high-quality private companies which they could not ordinarily invest in, the majority of which were acquired in control buyout transactions by the Apax Funds, a leading global private equity advisory firm. In addition, AGA held investments in debt and equity positions, the majority of which were opportunities derived from Apax's private equity activity. AGA was structured to enable investors to benefit from the attractive returns expected from the Apax Funds across different vintages and associated opportunities without the constraints typically associated with being a limited partner to a private equity fund, such as limited ability to increase or reduce exposure to the funds and significant minimum investment thresholds, while providing the benefit of daily secondary market liquidity.

Notwithstanding early headwinds from a small number of investments held across both the private equity and debt portfolio, AGA delivered strong operating and share price performance between the period of its IPO in 2015 through to 2021, prior to the onset of high inflation and commensurate interest rate rises evidenced across the global economy. During this initial period from IPO until 30 June 2021, AGA delivered:

·     annualised NAV total return of 13.6 per cent. in line with target returns of 12-15 per cent;

·     annualised share price total return of 13.6 per cent.; and

·     a share price which traded at an average discount to NAV of 12.7 per cent and on occasion traded at a modest premium to its then prevailing NAV per share.

In more recent years, against the backdrop of a weaker global economy, an enduring higher interest rate environment and significant headwinds facing the wider investment company sector, AGA has suffered from a number of challenges including, but not limited to, the following:

·     weaker portfolio performance representing:

o  from the period since 30 June 2021 to 30 June 2025, has delivered an annualised NAV total return of -0.4 per cent., attributable in part to the performance of listed holdings held through the private equity funds and some underlying portfolio company underperformance; and

o  a reduction in annualised NAV returns since inception to 30 June 2025 to 8.1 per cent. relative to the annualised target of 12 - 15 per cent.;

·     delayed portfolio realisations have hampered AGA's capital allocation policy;

·     substantial widening of AGA's discount to NAV to 49.0 per cent. at its widest (on 9 April 2025), and an average discount of 27.4 per cent. since 30 June 2021;

·     persistent selling pressure from investors and a shrinking universe of new buyers;

·     weak share price performance, which since 30 June 2021 to the Latest Practicable Date has resulted in an annualised share price total return of -1.5 per cent.; and

·     persistent trading illiquidity, exacerbated by a relatively high proportion of Apax alumni and current employees who are long-term investors and therefore trade infrequently.

In the current market environment, the AGA Board believes that it is extremely challenging to address these challenges, further perpetuating potential investors' lack of interest to invest in AGA in its current structure.

In June 2024, the AGA Board announced a new capital allocation framework including the creation of a distribution pool which earmarked excess funds for share buybacks, while maintaining a high dividend payout policy to protect AGA's status as the highest dividend paying company in the listed private equity sector.

Notwithstanding these changes, AGA's discount to NAV failed to narrow materially with sector peers also continuing to trade at a significant discount to NAV. On 30 June 2021, the average discount to NAV of the listed private equity peer group was 17.0 per cent., relative to the current average as at the Latest Practicable Date, with a discount that stands at 31.7 per cent. with no funds in the peer group currently trading at a premium to their NAV.

In its March 2025 quarterly update, the AGA Board noted it was concerned by the persistent discount and was evaluating potential options to ensure that shareholders benefit from the intrinsic value of AGA's investment portfolio. Jefferies was appointed by the AGA Board to solicit interest for the purchase of some or all of AGA's private equity interests from potential private equity secondaries investors (the "Secondaries Process"). The Secondaries Process resulted in receipt of a number of asset-level non-binding price indications for various interests.

Separately, Apax via an investment vehicle submitted a proposal for the acquisition of the entire issued and to be issued ordinary share capital of AGA, to be funded by equity from Ares Funds alongside new third party debt (the "Bidco Proposal").

The AGA Board assessed the merits of the price indications received from both the Secondaries Process and the Bidco Proposal and concluded that the Bidco Proposal was in the best interests of shareholders as a whole given it represents:

·     a proposal to acquire the entire issued and to be issued ordinary share capital of AGA in cash, significantly reducing execution risk relative to the Secondaries Process;

·     an offer price that is substantially in-line with the initial indications received from interested parties in the Secondaries Process;

·     an offer which enables AGA Shareholders to receive their cash more expeditiously;

·     an offer value which the AGA Board, Jefferies and Winterflood, its financial advisers, believe represents fair value, on a time value of money basis, relative to a managed wind down, which would take considerable time to execute, carries significant uncertainty with respect to timing and quantum of realisations and results in ongoing operational costs;

·     a partial share alternative, which the AGA Board believes is an important consideration for many AGA Shareholders, providing the option to remain invested should any Eligible Scheme Shareholder wish to;

·     an attractive offer price, representing:

o  a premium of 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 30.6 per cent. to the volume weighted average price per AGA Share 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 33.1 per cent. to the volume weighted average price per AGA Share for the six-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 NAV per AGA Share of €2.29,

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

The AGA Board has discussed the challenges currently facing AGA and the potential merits of the Bidco Proposal with a number of its larger shareholders who have indicated their support for the Bidco Proposal.

Accordingly, following careful consideration of all the above factors, the AGA Board unanimously recommends the Acquisition to AGA Shareholders and believes that AGA Shareholders should vote in favour of the Acquisition.

7.         Irrevocable Undertakings and Letters of Intent

Bidco has 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, amounting to 192,136 AGA Shares, representing approximately 0.04 per cent. of the AGA Shares in issue at close of business on the Latest Practicable Date.

Bidco has also received irrevocable undertakings from each of the AGA Shareholders listed in Part B of Appendix III of this Announcement 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), such irrevocable undertakings together representing approximately 27.8 per cent. of the AGA Shares in issue at close of business on the Latest Practicable Date. Certain of those AGA Shareholders have also undertaken to elect for the Alternative Offer in respect of their entire holding of Scheme Shares, representing approximately 6.8 per cent. of the AGA Shares in issue at close of business on the Latest Practicable Date.

In addition to the irrevocable undertakings detailed above, Bidco has also received letters of intent from the AGA Shareholders listed in Part C of Appendix III of this Announcement 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 respect of their entire holding of Scheme Shares, such letters of intent together representing approximately 7.0 per cent. of the AGA Shares in issue at close of business on the Latest Practicable Date.

In total, therefore, Bidco has received irrevocable undertakings and letters of intent, including those irrevocable undertakings from each of the AGA Directors who hold AGA Shares 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 respect of, in aggregate, 168,217,674 AGA Shares, representing approximately 34.9 per cent. of AGA Shares in issue at close of business on the Latest Practicable Date.

Bidco has received irrevocable undertakings to elect for the Alternative Offer, in respect of, in aggregate, 32,693,011 AGA Shares, representing approximately 6.8 per cent. of the AGA Shares in issue at close of business on the Latest Practicable Date.

Further details of the irrevocable undertakings and letters of intent are set out in Appendix III.

8.         Information on Bidco and Apax

Bidco is a Guernsey limited company that was established on 1 July 2025. Bidco was formed for the purposes of the Acquisition and is an entity owned indirectly by an investment vehicle to be advised by Apax and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

Apax is a leading global private equity advisory firm. For over 50 years, Apax has worked to inspire growth and ideas that transform businesses. The firm has raised and advised funds with aggregate commitments totalling nearly $80 billion ("Apax Funds"). The Apax Funds invest in companies across three global sectors of Tech, Services, and Internet/Consumer. The Apax Funds provide long-term equity financing to build and strengthen world-class companies. AGA is a limited partner in a number of the existing Apax Funds.

9.         Information on AGA

AGA is a Guernsey registered closed-ended investment company admitted to the Official List and to trading on the London Stock Exchange's Main Market for listed securities. AGA is regulated by the GFSC.

AGA's objective is to provide shareholders with capital appreciation from its investment portfolio and regular dividends.

AGA primarily makes private equity investments in Apax Funds, and also has a portfolio of debt investments, derived from the insights gained as a result of Apax's private equity activities.

Further information regarding AGA and its publications are available on AGA's website at https://www.apaxglobalalpha.com/.

As of 18 July 2025 (being the last Business Day prior to the publication of this Announcement), AGA had a market capitalisation of £668.6 million.

AGA's preliminary unaudited NAV as at 30 June 2025 is €2.29, equating to an estimated Q2 NAV Total Return per share of -3.9 per cent. (1.7 per cent. constant currency).

The Scheme Document will contain a valuation report on AGA's net asset value in accordance with Rule 29 of the Takeover Code.

10.       Directors, management, employees, pensions, research and development and locations

Bidco's strategic plans for AGA

Under its current structure, AGA engages the Investment Manager to manage its investment portfolio on a discretionary basis pursuant to the Investment Management Agreement. In connection with this engagement, the Investment Manager receives investment advice from Apax pursuant to the Investment Advisory Agreement.

Following Completion, the Investment Management Agreement and the Investment Advisory Agreement will be terminated and management of AGA and its investments will be conducted at the New Fund level. There will be no termination fee payable under either the Investment Management Agreement or the Investment Advisory Agreement in these circumstances. New Fund will be managed internally by the New Fund Board in accordance with the New Fund Information Memorandum and the New Fund Articles and advised by Apax under a new investment advisory agreement.

Following Completion, New Fund will manage AGA's portfolio of investments with the objective of maximising long-term returns for shareholders of New Fund. In connection with this objective and subject to the terms of the New Fund Information Memorandum and the New Fund Articles, New Fund will, inter alia:

·            manage AGA's existing investments in Apax Funds;

·            make new commitments to Apax Funds;

·            seek to realise AGA's direct credit investments over time to leave a private equity-focused investment portfolio;

·            acquire and dispose of investments in the ordinary course of its business, including via secondary transactions of all or part of AGA's investments in Apax Funds from time to time; and

·            manage the liquidity of New Fund through distributions from AGA's investments, debt facilities and working capital in a manner which, subject to prudent reserves, enables New Fund to fund ongoing capital calls in relation to AGA's investments and provide distributions and/or redemptions to New Fund shareholders.

Employees and management; existing rights and pensions; management incentive arrangements

As an externally managed investment trust, AGA does not have any executive directors, management or employees of its own and therefore does not operate any pension scheme, nor does it have any arrangements in place for any employee involvement in its capital.

It is intended that each of the members of the AGA Board shall resign from his or her office as a director of AGA on the Effective Date.

The Acquisition is not expected to impact the overall headcount of the Investment Manager. The Investment Manager provides services to several funds and will continue to do so post-Acquisition. It retains an experienced board to discharge its services but has no employees as it utilises service providers to augment its corporate requirements. Therefore, the Acquisition will not impact the employees of the Investment Manager.

Bidco has not entered into, and has not discussed, any form of incentivisation arrangements for any employee involvement in its capital. In respect of the Alternative Offer, certain Rollover Shareholders that are Apax executives have voluntarily agreed to not exercise certain rights as Rollover Shareholders on and from the Effective Date (as described in Part B of Appendix III of this Announcement).

Other than as set out above, Bidco does not currently have any intentions that would result in any change to the balance of skills and functions required to operate the business.

Headquarters, locations, fixed assets and research and development

AGA has its registered office at PO Box 656, East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3PP, Channel Islands and has no fixed place of business, fixed assets, research and development function or headquarters and Bidco has no plans in this regard.

Trading Facilities

AGA Shares are currently admitted to the Official List and to trading on the London Stock Exchange's Main Market. It is intended that applications will be made to the London Stock Exchange to cancel trading of AGA Shares on the London Stock Exchange's Main Market, and to the FCA to cancel the listing of AGA Shares on the Official List, in each case with effect from, or shortly following, the Effective Date.

None of the statements in this paragraph 10 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

11.       The Alternative Offer, the Rollover, the Rollover Shares and the Post-Acquisition Issuance

The Alternative Offer

As an alternative to the Cash Offer, Eligible Scheme Shareholders may elect to exchange some or all of their Scheme Shares for Rollover Shares (subject to the Minimum Rollover Percentage, the implementation of the Rollover, any 'scale back' as a result of the Rollover Offer Maximum, the terms summarised in Appendix IV and the full terms and conditions that will be set out in the Scheme Document).

Each Eligible Scheme Shareholder may participate in the Alternative Offer in respect of some or all of their Scheme Shares provided that an Eligible Scheme Shareholder elects to exchange the Minimum Rollover Percentage.

Eligible Scheme Shareholders that validly elect to participate in the Alternative Offer in respect of some or all of their Scheme Shares will receive: (i) their Rollover Shares pursuant to the Rollover; and (ii) if applicable, as a result of a partial election for the Alternative Offer, the Cash Consideration payable under the Cash Offer in respect of such Eligible Scheme Shareholders' remaining holding of Scheme Shares not exchanged pursuant to the Alternative Offer (provided that their election for the Alternative Offer is for at least the Minimum Rollover Percentage and subject to the Rollover Offer Maximum).

Elections for the Alternative Offer shall be available up to the Rollover Offer Maximum. To the extent that elections for the Alternative Offer exceed the Rollover Offer Maximum, all Eligible Scheme Shareholders electing to receive the Alternative Offer will be scaled back in respect of the elections made. In these circumstances, the number of Rollover Shares to be issued to each Eligible Scheme Shareholder who has elected for the Alternative Offer in respect of some or all of their Scheme Shares shall be reduced on a pro-rata basis based on elections made, and the remaining consideration due in respect of the balance of the Scheme Shares shall be satisfied in cash at a value per Scheme Share equal to the Cash Offer (with any fractions of Rollover Shares resulting from such scaling being rounded down to the nearest whole number of Rollover Shares).

The Alternative Offer will not be made, and the Rollover Shares will not be offered, sold or delivered, directly or indirectly, to any Restricted Shareholders. Further details in relation to Restricted Shareholders will be contained in the Scheme Document.

The Rollover and the Rollover Shares

Eligible Scheme Shareholders that validly elect to exchange some or all of their Scheme Shares for Rollover Shares will receive ordinary shares issued by Bidco which will ultimately be exchanged for B ordinary shares in the capital of New Fund (the "Rollover Shares") subject to the terms of the Alternative Offer (the "Rollover").

For illustrative purposes only and assuming no scale back, if the Scheme becomes effective in accordance with its terms and Eligible Scheme Shareholders validly elect for the Alternative Offer in respect of a holding representing 1 per cent. of the AGA Shares, upon implementation of the Rollover, such Eligible Scheme Shareholders will hold Rollover Shares representing 1.53 per cent. of the economic rights in New Fund, reflecting the amended capital structure of New Fund. The Post-Acquisition Issuance (as summarised below) will then occur and have a dilutive impact on the Rollover Shares, such that in this example, the 1.53 per cent. share of the economic rights in New Fund will be reduced to 1.47 per cent. (on the basis of the estimated Additional Funding Amount) following completion of the Post-Acquisition Issuance. In this example, Ares would be issued New Fund A2 Shares representing in total 98.53 per cent. of the economic rights in New Fund.

As an overview, the Rollover Shares will be subject to the following terms and conditions:

·     the Rollover Shares will be unlisted;

·     the Rollover Shares will hold no voting rights in New Fund (except in very limited circumstances where required pursuant to the Companies Law and in respect of a prescribed list of New Fund Shareholder Consent and Rollover Shareholder Consent matters (being those matters set out in paragraph 4 of Appendix IV to this Announcement)). On and from the issuance of the New Fund A2 Shares and Rollover Shares, the Ares Funds will hold a majority of the voting rights and have the ability to pass New Fund Shareholder Consent matters unilaterally;

·     each Rollover Share shall entitle its holder to receive, on a pro-rata basis with the New Fund A2 Shares, any distribution, dividend and/or return of proceeds declared, made or paid by New Fund and the Rollover Shares shall rank pari passu in respect of any such distributions, dividends or returns of income or capital by New Fund (other than in respect of certain exceptions including in connection with a Voluntary Redemption Election or for Run-Off Interests, as further described in paragraph 4 of Appendix IV to this Announcement); and

·     the Rollover Shares will not be transferable except with the prior written consent of the New Fund Board.

Such terms and conditions, including no voting rights, are customary for private alternative investment funds like New Fund.

A shareholding in New Fund is a high-risk, illiquid investment and Scheme Shareholders should elect for the Alternative Offer only if they are prepared to: (i) lose their entire shareholding in New Fund; and (ii) wait (possibly several years or indefinitely) to realise their shareholding. New Fund Shareholders do not have protection against poor performance of New Fund.

In addition, AGA Shareholders should note that additional shares, loan notes or other securities may be issued by New Fund or its subsidiaries from time to time following the Effective Date and that Rollover Shareholders will not always be entitled to participate in any such issue, such that the percentage interests of Rollover Shareholder in New Fund may be diluted over time, potentially significantly.

The current share capital of New Fund consists of 1 ordinary share held by Apax Holdco. It is expected that, on or prior to the Effective Date, this ordinary share will be reclassified as a New Fund A1 Share. On or around the Effective Date, New Fund will issue Rollover Shares and New Fund A2 Shares. These shares will comprise the aggregate of: (a) the Rollover Shares (which shall be New Fund B Shares) to be issued to Scheme Shareholders pursuant to the Alternative Offer; (b) the New Fund A2 Shares that will be subscribed for by Ares Funds in respect of the funding (in part) of the Cash Consideration; and (c) the New Fund A2 Shares that will be subscribed for by Ares Funds in respect of the Additional Funding Amount (which is summarised below). The number of New Fund A2 Shares and Rollover Shares issued is primarily dependent on the number of elections made for the Alternative Offer as this will affect the number of Rollover Shares to be issued and the amount required to be subscribed by Ares Funds in respect of the funding (in part) of the Cash Consideration.

Post-Acquisition Issuance 

Following the implementation of the Rollover, Ares Funds will subscribe for additional New Fund A2 Shares at the New Fund A2 Share Subscription Price for the Additional Funding Amount, to the extent such funding is deemed by New Fund in its absolute discretion to be required for such purposes. The Post-Acquisition Issuance will be implemented on a non-pre-emptive basis in order to enable the relevant members of the New Fund Group to settle such costs, expenses and funding. Consequently, the Rollover Shareholders will not be entitled to participate in, and their economic rights in New Fund will be diluted upon the completion of, the Post-Acquisition Issuance.

As at the date of this Announcement, Bidco and Apax expect the Additional Funding Amount to be approximately EUR 24 million. As noted in the illustrative example set out earlier in this paragraph 10, in the case of Eligible Scheme Shareholders who validly elect for the Alternative Offer in respect of a holding representing 1 per cent. of the AGA Shares, following the Post-Acquisition Issuance, the 1.53 per cent. share of the economic rights in New Fund that they would have received pursuant to the Rollover will be reduced to 1.47 per cent. as a consequence of the issue of New Fund A2 Shares in the Additional Funding Amount. In this example, Ares would be issued New Fund A2 Shares representing in total 98.53 per cent. of the economic rights in New Fund.

The figure for the Additional Funding Amount is based on Bidco and Apax's current estimation of the relevant transaction fees and the cash balance of AGA as at Completion. An updated estimate will be included in the Scheme Document.

Further details of the Rollover and the terms applicable to the Rollover Shares are set out in Appendix IV to this Announcement. Further information about the Rollover Shares and the full terms and conditions of the Alternative Offer, including the eligibility of Scheme Shareholders to elect for the Alternative Offer, will be included in the Scheme Document. Scheme Shareholders are encouraged to read in full Appendix IV to this Announcement, and when published, the New Fund Information Memorandum, the New Fund Articles and the Scheme Document.

For the purposes of Rule 24.11 of the Takeover Code, J.P. Morgan Cazenove, as financial adviser to Bidco, will provide an independent estimate of the value of a Rollover Share, together with the assumptions, qualifications and caveats forming the basis of its estimate of value, in a letter to be included in the Scheme Document.

In the event that Bidco switches to a Takeover Offer (as described in paragraph 18 of this Announcement), the Panel will be consulted as to the impact of such a switch on the terms of the Alternative Offer.

12.       Risk factors and other investment considerations

The attention of Eligible Scheme Shareholders who may consider electing to receive some or all of their consideration by means of the Alternative Offer is drawn to certain risk factors and other investment considerations relevant to such an election. These will be set out in full in the Scheme Document but will include, among other factors:

·     upon the Scheme becoming effective in accordance with its terms, the New Fund Group will be controlled by New Fund which will be advised by Apax. The Rollover Shares will not receive notice of, attend or vote at general meetings of New Fund and will have limited minority protections prescribed by Guernsey law (including in relation to a variation of their class rights). Therefore, the Rollover Shareholders will have no material influence over decisions made by the New Fund Group, including in relation to its investment in AGA, in any other business or in relation to any member of the New Fund Group's (or AGA Group's) strategy. The Rollover Shareholders will have no voting rights other than in respect of a prescribed list of New Fund Shareholder Consent and Rollover Shareholder Consent matters (being those matters set out in paragraph 4 of Appendix IV to this Announcement). Matters which require a New Fund Shareholder Consent are passed by a majority of aggregate Voting Interests of all New Fund Shareholders at such time. The Voting Interests of Rollover Shareholders are proportionately lower on a per-New Fund Share basis compared to holders of the New Fund A2 Shares, whereby each Rollover Share represents one (1) vote and each New Fund A2 Share represents two (2) votes. The calculation of the majority required for a New Fund Shareholder Consent excludes Rollover Shares where the relevant Rollover Shareholders do not respond to a request for consent (but such exclusion does not apply to New Fund A2 Shares). On and from the issuance of the New Fund A2 Shares and Rollover Shares, the Ares Funds will hold a majority of the aggregate Voting Interests and will have the ability to pass New Fund Shareholder Consent matters unilaterally;

·     only the New Fund A1 Shares will carry the right to appoint directors to the New Fund Board, which as at the Effective Date shall comprise three directors appointed by Apax Holdco other than in the limited circumstance of a cause event occurring with respect to New Fund in which case replacement directors of the Board may be appointed pursuant to a New Fund Shareholder Consent;

·     the New Fund Board shall be the principal decision-making board of the New Fund Group and all of the members of such board shall be appointed by the ultimate controller of such New Fund;

·     the Acquisition shall partially be funded by debt financing and, going forward, the New Fund Group is expected to have a leverage profile which is not uncommon for an unlisted alternative investment vehicle. The ability of the New Fund Group to service such indebtedness is not guaranteed and is a risk that all equity holders of the New Fund Group shall be exposed to;

·     payments in respect of Rollover Shares will not be guaranteed or secured and any return of proceeds, whether in connection with a sale or redemption of Rollover Shares or otherwise, will be paid net of costs incurred by the New Fund Group with respect to such return of proceeds;

·     the Rollover Shares will not be transferable except with the prior consent of the New Fund Board;

·     Apax intends that the costs and expenses incurred and to be incurred by or on behalf of the New Fund Group and Ares Funds in connection with the Acquisition and the minimum cash amount required to be funded to New Fund at or immediately following Completion in order to manage New Fund's working capital requirements will be borne by the New Fund Group. In order to fund such costs and the minimum cash balance of the New Fund Group, Ares Funds will subscribe for New Fund A2 Shares equal to the Additional Funding Amount, meaning that the economic entitlement of the Rollover Shares will be diluted following the Effective Date upon the completion of the Post-Acquisition Issuance;

·     the right of Rollover Shareholders to participate in future issues of New Fund Shares will apply in limited circumstances and on a catch-up basis only, i.e. Rollover Shareholders will only be given the opportunity to subscribe for their pro rata entitlements to securities in New Fund following completion of a related issue of securities to other persons. The catch-up right afforded to Rollover Shareholders may in certain limited circumstances be waived by a New Fund Shareholder Consent. Any securities issued by members of the New Fund Group in the future may have different (including, potentially, preferential) rights or characteristics to the Rollover Shares. Such events may result in the economic entitlements of Rollover Shareholders suffering significant dilution;

·     in relation to those issues of New Fund Shares in which Rollover Shareholders are entitled to participate, if Rollover Shareholders wish to avoid their percentage interest in New Fund being reduced by any such issue, they will need to invest further cash sums in New Fund. Therefore, the percentage ownership of New Fund attributable to any Rollover Shareholder could be reduced, potentially significantly, if such Rollover Shareholder does not take the necessary action, including the payment of any amounts due, to accept their entitlements to New Fund Shares pursuant to any catch-up issue of securities by any member of the New Fund Group in the period following the Effective Date;

·     the redemption of Rollover Shares by way of voluntary redemption or the receipt of proceeds by way of Run-Off Election is not guaranteed and may not be achieved due to insufficient funds in New Fund;

·     the AGA Shares are currently admitted to trading on the Main Market of the London Stock Exchange and AGA Shareholders are afforded certain standards and protections, including in respect of disclosure, as a result. AGA Shareholders who, subject to the implementation of the Rollover and the other terms in this Announcement, receive Rollover Shares (being unlisted securities in a private company) will not be afforded protections commensurate with those that they currently benefit from as shareholders in AGA; and

·     the New Fund Information Memorandum will provide Rollover Shareholders with very limited information rights: New Fund will prepare and distribute its audited annual report and quarterly reports. Rollover Shareholders shall otherwise have no information rights, other than the very limited rights available to them under the Companies Law or as the New Fund Board deems appropriate.

Further details on the New Fund Group and the principal rights of the Rollover Shares are set out in Appendix IV and will be summarised in the Scheme Document.

13.       Financing

The Cash Consideration payable by Bidco under the terms of the Acquisition will be funded from a combination of:

·     equity investment from Ares Funds; and

·     debt to be provided under the NAV Facilities Agreement.

The debt financing to be provided under the NAV Facilities Agreement comprises: (i) a €260.0 million term loan facility (the "Term Facility"); (ii) a €170.0 million delayed draw term loan facility and (iii) a €170.0 million multicurrency revolving credit facility (the "Revolving Facility").

In connection with the equity financing, certain Ares Funds have entered into the Equity Commitment Letter.

In accordance with Rule 2.7(d) of the Takeover Code, J.P. Morgan Cazenove, as sole financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to satisfy in full the Cash Consideration payable to AGA Shareholders under the terms of the Acquisition.

Information on the Ares Funds

Ares Management Corporation (NYSE:ARES) is a leading global alternative investment manager offering clients complementary primary and secondary investment solutions across the credit, real estate, private equity and infrastructure asset classes. As of 31 March 2025, Ares Management Corporation's global platform had approximately $546 billion of assets under management, which includes Ares Secondaries Group's investment platform that had $31 billion of assets under management as of 31 March 2025. The Ares Funds that have entered into the Equity Commitment Letter have extensive experience providing equity financing as well as making equity investments in, and the ownership of, public and private businesses.

14.       Offer-related Arrangements

Confidentiality Agreement

Apax and AGA entered into a confidentiality agreement on 7 July 2025 (the "Confidentiality Agreement") pursuant to which Apax has undertaken to keep confidential certain information related to the Acquisition and to AGA and not to disclose it to third parties (other than to authorised recipients) unless required by law or regulation. These confidentiality obligations shall remain in force until the first to occur of: (i) Completion; or (ii) 18 months from the date of the Confidentiality Agreement.

Under the terms of the Confidentiality Agreement, Apax has also agreed to standstill provisions pursuant to which it has agreed that it will not: (i) announce an offer for all of the AGA Shares (not already owned by the Bidco or persons acting in concert with the Bidco) which is not recommended by the AGA Board; or (ii) enter into any agreement or arrangement which would result in a person becoming obliged to announce an offer for all of the AGA Shares (not already owned by the Bidco or persons acting in concert with the Bidco). This restriction ceases immediately following the making of this Announcement.

Co-Operation Agreement

Bidco and AGA entered into the Co-Operation Agreement in relation to the Acquisition. Pursuant to the Co-Operation Agreement: (i) the parties have agreed to certain provisions if the Acquisition should switch to a Takeover Offer; and (ii) Bidco has agreed to provide AGA with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document.

The Co-Operation Agreement shall terminate:

·     if the parties so agree in writing;

·     upon service of written notice that the AGA Directors no longer intend to recommend the Acquisition or intend to adversely modify or qualify their recommendation of the Acquisition;

·     upon service of written notice by either party where one or more of the following occurs:

o  prior to the Long Stop Date, a competing proposal becomes effective or is declared or becomes unconditional;

o  if the Acquisition (whether implemented by way of the Scheme or the Takeover Offer) is withdrawn, terminates or lapses in accordance with its terms and (where required) with the permission of the Panel, unless such lapse or withdrawal: (i) is as a result of the exercise of the Right to Switch (as such term is defined in the Co-Operation Agreement); or (ii) is to be followed promptly by a firm intention announcement (under Rule 2.7 of the Takeover Code) made by Bidco or person acting in concert (as defined in the Takeover Code) with Bidco to implement the Acquisition by a different offer or scheme on substantially the same or improved terms, and such announcement is made within 10 Business Days of such lapse or withdrawal;

o  if, prior to the Long Stop Date, any Condition has been invoked by Bidco (in circumstances where the invocation of the relevant Condition is permitted by the Panel (if permission is required));

o  if the Scheme is not approved at the Court Meeting or the Resolutions are not passed at the General Meeting or the Court refuses to sanction the Scheme; or

o  unless otherwise agreed by the parties in writing or required by the Panel, if the Effective Date has not occurred by the Long Stop Date; or the Acquisition is withdrawn, terminates or lapses in accordance with its terms; or

·     if the Effective Date occurs.

Pursuant to the terms of the Co-Operation Agreement, Bidco undertakes that it will deliver a notice in writing by no later than 5 business days prior to the Court Hearing confirming either: (i) the satisfaction or waiver of all Conditions (other than the condition referred to in paragraph 2(a)(i) of Part A of Appendix 1 to this Announcement); or (ii) that it intends to invoke one or more Conditions (if permitted to do so by the Panel).

Framework Agreement

Ares and Apax have entered into the Framework Agreement, pursuant to which they have agreed certain principles in accordance with which they intend to cooperate in respect of the Acquisition.

Pursuant to the Framework Agreement, it is agreed that Apax will make all material decisions with respect to the conduct of the Acquisition.

The terms of the Framework Agreement also include an agreement not to pursue a competing proposal to the Acquisition with respect to AGA or take any action which might be prejudicial to Completion or directly or indirectly encourage, solicit, initiate facilitate, participate in or otherwise continue any discussion or negotiation with any person in connection with a competing proposal to the Acquisition, in each case for so long as the Framework Agreement is in force.

The Framework Agreement will terminate in certain circumstances, including: (i) 14 days after the date on which the Acquisition becomes effective or unconditional; (ii) at such time as the Acquisition is withdrawn or lapses; (iii) at such time as a competing bid in relation to AGA becomes effective or unconditional; or (iv) at such time as the parties thereto agree.

15.       Structure of and Conditions to the Acquisition

It is intended that the Acquisition shall be effected by means of a Court-sanctioned scheme of arrangement between AGA and the Scheme Shareholders under Part VIII of the Companies Law. Bidco reserves the right to elect, with the consent of the Panel (where necessary) and subject to the terms and conditions of the Co-Operation Agreement, to implement the Acquisition by way of a Takeover Offer.

The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued, and to be issued, ordinary share capital of AGA. This is to be achieved:

·     under the Cash Offer, by the transfer of the Scheme Shares to Bidco, in consideration for which the relevant Scheme Shareholders shall receive Cash Consideration on the basis set out in paragraph 2 of this Announcement; and

·     under the Alternative Offer, through the issue of the Rollover Shares pursuant to the Rollover and in exchange for the transfer to Bidco of the Scheme Shares of those Eligible Scheme Shareholders who validly elect for the Alternative Offer in respect of some or all of their Scheme Shares, on the basis set out in this Announcement,

in either case, pursuant to the Scheme.

The Scheme is subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions to be set out in the Scheme Document, the Forms of Proxy and Form of Election, and will only become effective if, among other things, the following events occur on or before 11:59 p.m. on the Long Stop Date:

·     the approval of the Scheme by a majority in number of the Scheme Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent 75 per cent. or more of the votes cast by those Scheme Shareholders;

·     the Resolutions being duly passed by the requisite majority or majorities of eligible AGA Shareholders, whether in person or by proxy, at the General Meeting; and

·     following the Court Meeting and the General Meeting and the satisfaction and/or waiver (where applicable) of the Condition, the sanction of the Scheme by the Court (without modification, or with modification on terms acceptable to AGA and Bidco); and

·     following such sanction, a copy of the Court Order is delivered to the Registrar of Companies.

The Scheme shall lapse if, amongst other things:

·     the Court Meeting and the General Meeting are not held by the 22nd day after the expected date of such meetings, which will be set out in the Scheme Document (or such later date as may be agreed between Bidco and AGA, with the consent of the Panel and, if required, the Court);

·     the Court Hearing to approve the Scheme is not held by the 22nd day after the expected date of such hearing, which will be set out in the Scheme Document (or such later date as may be agreed between Bidco and AGA, with the consent of the Panel and, if required, the Court); or

·     the Scheme does not become effective by 11:59 p.m. on the Long Stop Date,

provided however that the deadlines for the Court Meeting, the General Meeting and the Court Hearing as set out above may be waived by Bidco, and the deadline for the Scheme to become effective may be extended by agreement between AGA and Bidco (with the Panel's consent and as the Court may approve (if such consent and/or approval is required)).

If any Condition in paragraph 3 of Appendix I to this Announcement is not capable of being satisfied by the date specified therein, Bidco shall make an announcement through a Regulatory Information Service as soon as practicable and, in any event, by not later than 8.00 a.m. on the Business Day following the date so specified, stating whether Bidco has invoked that Condition, (where applicable) waived that Condition or, with the agreement of AGA, specified a new date by which that Condition must be satisfied.

Upon the Scheme becoming effective in accordance with its terms: (i) it will be binding on all Scheme Shareholders holding Scheme Shares at the Scheme Record Time, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) entitlements to AGA Shares held within the CREST system will be cancelled; and (iii) share certificates in respect of AGA Shares will cease to be valid.

Further details of the Scheme, including an indicative timetable for its implementation, shall be set out in the Scheme Document, which will specify the necessary actions to be taken by AGA Shareholders. It is expected that the Scheme Document, the Forms of Proxy and Form of Election accompanying the Scheme Document will be published as soon as reasonably practicable and, in any event, within 28 days of this Announcement (unless AGA and Bidco otherwise agree, and the Panel consents to a later date). The Court Meeting and the General Meeting are both expected to be held in September 2025.

Any AGA Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Resolutions will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any AGA Shares issued after the Scheme Record Time (other than to Bidco and/or its nominees) to be automatically transferred to Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will prevent any person (other than Bidco and its nominees) holding shares in the capital of AGA after the Effective Date.

16.       De-listing and surrender of registration as a collective investment scheme

Prior to the Scheme becoming effective in accordance with its terms, AGA shall make an application for the cancellation of the listing of AGA Shares on the Official List and for the cancellation of trading of the AGA Shares on the London Stock Exchange's Main Market, to take effect from or shortly after the Effective Date.

The last day of dealings in AGA Shares on the London Stock Exchange's Main Market for listed securities is expected to be the Business Day immediately prior to the Effective Date and no transfers shall be registered after 6.00 p.m. on that date.

It is also proposed that, following the Effective Date and after the cancellation of the listing of AGA Shares on the Official List and the cancellation of trading of the AGA Shares on the London Stock Exchange's Main Market for listed securities, AGA will request that the GFSC consents to the surrender of its registration as a registered closed-ended collective investment scheme.

17.       Disclosure of interests in AGA

Save in respect of the irrevocable undertakings referred to in paragraph 7 above and Appendix III or as disclosed below, as at the close of business on the Latest Practicable Date, neither Bidco, nor any of its directors nor, so far as Bidco is aware, any person treated as acting in concert (within the meaning of the Takeover Code) with it for the purposes of the Acquisition has:

·     any interest in or right to subscribe for any relevant securities of AGA;

·     any short positions in respect of relevant securities of AGA (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery;

·     any dealing arrangement of the kind referred to in Note 11 on the definition of 'acting in concert' in the Takeover Code, in relation to the relevant securities of AGA; and/or

·     borrowed or lent any relevant securities of AGA (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code), save for any borrowed shares which had been either on-lent or sold.

"relevant securities of AGA" means AGA Shares or securities convertible or exchangeable into AGA Shares.

"Interests in securities" for these purposes and within the meaning of the Takeover Code arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as having an "interest" by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

Interests in AGA

It has not been possible for Bidco to make enquiries of all of its concert parties in advance of the release of this Announcement. Therefore, if Bidco becomes aware, following the making of such enquiries, that any of its concert parties have any such interests in relevant securities of AGA, all relevant details in respect of Bidco's concert parties will be included in Bidco's Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Takeover Code.

18.    General

Alternative Offer

New Fund is an internally-managed AIF for purposes of the EU Alternative Investment Fund Managers Directive (2011/61/EU) and the UK Alternative Investment Fund Managers Regulations 2013. Within the UK and the EEA, the Alternative Offer will be made only to Eligible Scheme Shareholders who are: (i) eligible for categorisation as professional investors in accordance with Annex II to the EU Markets in Financial Instruments Directive (2014/65/EU) or Article 2(1)(8) of Regulation (EU) 600/2014 on markets in financial instruments (as onshored in the UK), as applicable; and (ii) domiciled or have their registered office in jurisdictions where New Fund is or will be registered for marketing under applicable national private placement regimes.

Where Bidco believes that an election for the Alternative Offer by any Scheme Shareholder may infringe applicable legal or regulatory requirements, or may result in a requirement for a registration under the securities laws of any Restricted Jurisdiction, Bidco will have the right to deem that such Scheme Shareholder has not validly elected for the Alternative Offer and such Scheme Shareholder will instead receive the Cash Offer in respect of the Scheme Shares which were subject to such an election in accordance with the terms of the Acquisition.

Further information for AGA Shareholders resident, or located, in overseas jurisdictions will be set out in the Scheme Document.

Switching to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Panel (where necessary), and subject to the terms and conditions of the Co-Operation Agreement, to implement the Acquisition by way of a Takeover Offer (a "Switch"). In the event of a Switch:

·            the acceptance condition that will apply to the Takeover Offer, unless otherwise agreed in writing between Bidco and AGA or otherwise required by the Panel, will be set at more than 75 per cent. of the AGA Shares to which such Takeover Offer relates, unless the Co-Operation Agreement has been terminated, in which case it will be set at more than 50 per cent., and in either case Bidco shall ensure that the only conditions of the Takeover Offer shall be the conditions set out in Appendix 1 Part A to this Announcement (subject to replacing Condition 1 therein with the acceptance condition referred to above);

·            in all other respects, in the event of a Switch, the Acquisition shall be implemented on substantially the same terms, so far as applicable, as those which would apply to a Scheme, subject to appropriate modifications or amendments which may be required by the Panel or which are necessary as a result of such Switch; and

·            Bidco shall ensure that the Takeover Offer remains open for acceptances for at least 21 days following the Takeover Offer becoming or being declared unconditional.

If the Acquisition is effected by way of a Takeover Offer and such Takeover Offer becomes or is declared unconditional and sufficient acceptances are received, Bidco intends to apply the provisions of section 337 of the Companies Law to compulsorily acquire any outstanding AGA Shares to which such Takeover Offer relates, and for the trading of AGA Shares on the London Stock Exchange's Main Market to be cancelled.

Miscellaneous

The Acquisition shall be made subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document. The bases and sources of certain financial information contained in this Announcement are set out in Appendix II to this Announcement. A summary of the irrevocable undertakings given in relation to the Acquisition is contained in Appendix III to this Announcement. Certain terms used in this Announcement are defined in Appendix V to this Announcement.

The Scheme will be governed by the laws of Guernsey and be subject to the jurisdiction of the Court and to the conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document. The Acquisition will also be subject to the applicable requirements of the Companies Law, the Court, the Financial Conduct Authority, the London Stock Exchange, the Panel, the Takeover Code and the Listing Rules.

This Announcement does not constitute, or form part of, an offer or invitation to purchase AGA Shares or any other securities.

Further information for AGA Shareholders resident, or located, in overseas jurisdictions will be set out in the Scheme Document.

19.       Consents

J.P. Morgan Cazenove, Jefferies and Winterflood have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.

20.       Documents available on website

Copies of the following documents shall be made available, subject to certain restrictions relating to persons residing in Restricted Jurisdictions, on AGA's website at https://www.apaxglobalalpha.com/investor-centre/offer until the end of the Acquisition:

·            the Shareholder Presentation;

·            this Announcement;

·            the irrevocable undertakings and letters of intent referred to in paragraph 7 above and summarised in Appendix III to this Announcement;

·            the Confidentiality Agreement;

·            the Framework Agreement;

·            the Equity Commitment Letter;

·            the Co-Operation Agreement;

·            the New Fund Information Memorandum;

·            the New Fund Articles;

·            documents relating to the financing of the Acquisition referred to in paragraph 13 above; and

·            the consents from financial advisers to being named in this Announcement.

Neither the contents of the websites referred to in this Announcement nor the contents of any website accessible from hyperlinks is incorporated in, or forms part of, this Announcement.

Enquiries:

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

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

Skadden, Arps, Slate, Meagher & Flom (UK) LLP is retained as legal adviser to AGA.

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

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

Important Notice

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.

Jefferies International Limited ("Jefferies"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for AGA and for no one else in connection with the Acquisition and/or any other matter referred to in this Announcement and will not be responsible to anyone other than AGA for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this Announcement, or another other matters referred to in this Announcement. Neither Jefferies nor any of its subsidiaries, Affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement or other matter or arrangement referred to herein or otherwise.

Winterflood, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for AGA and for no one else in connection with the Acquisition and/or any other matter referred to in this Announcement and will not be responsible to anyone other than AGA for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement.

No Offer or Solicitation

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of, an offer to sell or otherwise dispose of, or an invitation to purchase, or otherwise acquire or subscribe for, any securities or the solicitation of an offer to buy any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of AGA in any jurisdiction in contravention of applicable law or regulation.

The Acquisition shall be made solely by means of the Scheme Document to be published by AGA (or in the event that the Acquisition is to be implemented by means of a Takeover Offer, the offer document) which shall contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document).

This Announcement has been prepared for the purpose of complying with English law and Guernsey law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom or Guernsey.

AGA Shareholders should read the Scheme Document when it becomes available as it will contain important information relating to the Acquisition.

This Announcement does not constitute a prospectus, prospectus equivalent document or exempted document.

This Announcement contains inside information in relation to AGA for the purposes of Article 7 of the Market Abuse Regulation. AGA's Legal Entity Identifier is 21380031LQE8CU8NU843.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Restricted Jurisdictions and Restricted Shareholders

The release, publication or distribution of this Announcement in whole or in part, directly or indirectly, in or into or from jurisdictions other than the United Kingdom or Guernsey may be restricted by law and/or regulations of those jurisdictions. Persons who are not resident in the United Kingdom or Guernsey or who are subject to the laws and regulations of other jurisdictions should inform themselves of, and observe, such restrictions and any applicable legal or regulatory requirements.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws or regulations in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws and regulations of that jurisdiction.

Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws or regulations in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from such jurisdictions where to do so would violate the laws or regulations in those jurisdictions. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), such Takeover Offer may not be made available directly or indirectly, into or from or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The availability of the Acquisition or of Rollover Shares to Scheme Shareholders who are not resident in the United Kingdom or Guernsey (and, in particular, their ability to vote their Scheme Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf) may be affected by the laws or regulations of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or Guernsey should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

The Acquisition shall be subject to the applicable requirements of the law of Guernsey, the Companies Law, the Court, the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the Listing Rules. Further details in relation to Restricted Shareholders will be contained in the Scheme Document.

The Alternative Offer is available only to Eligible Scheme Shareholders. Restricted Shareholders may not elect to participate in the Alternative Offer.

Additional Information for UK and EEA Investors

New Fund is registered by the Guernsey Financial Services Commission as a closed-ended collective investment scheme registered pursuant to the Protection of Investors (Bailiwick of Guernsey) Law, 2020 and the Registered Collective Investment Scheme Rules and Guidance, 2021 and is an internally-managed AIF for purposes of the EU Alternative Investment Fund Managers Directive (2011/61/EU) and the UK Alternative Investment Fund Managers Regulations 2013. Within the UK and the EEA, the Alternative Offer will be made only to Eligible Scheme Shareholders who are: (i) eligible for categorisation as professional investors in accordance with Annex II to the EU Markets in Financial Instruments Directive (2014/65/EU) or Article 2(1)(8) of Regulation (EU) 600/2014 on markets in financial instruments (as onshored in the UK), as applicable; and (ii) domiciled or have their registered office in jurisdictions where New Fund is registered for marketing under applicable national private placement regimes.

Additional Information for US Investors

The Acquisition is being made to acquire the securities of a Guernsey company by means of a scheme of arrangement provided for under Part VIII of the Companies Law, which is subject to Guernsey disclosure requirements (which are different from those of the US). A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme will be subject to disclosure requirements and practices applicable to schemes of arrangement involving a target company incorporated in Guernsey, admitted to the Official List and to trading on the London Stock Exchange's Main Market, which are different from the disclosure requirements of the US under the US proxy solicitation and tender offer rules.

It is not expected that New Fund will be required to register the New Fund Shares or any other security of New Fund under Section 12(g) or any other provision of the US Exchange Act.

AGA's financial statements, and all financial information included in this Announcement or that may be included in the Scheme Document, or any other documents relating to the Acquisition, has been or will have been prepared in accordance with accounting standards applicable in Guernsey and the UK and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this Announcement is adequate, accurate or complete.

If Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would be made in compliance with applicable US laws and regulations, including to the extent applicable Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and in accordance with the Takeover Code. Such a takeover would be made in the United States by Bidco and no one else.

US holders also should be aware that the transactions contemplated herein will have US tax consequences and that such consequences, if any, are not described herein. US holders should note that it is intended that, after Completion, AGA will elect to be classified as an entity disregarded as separate from its owner for US federal income tax purposes (the "AGA CTB Election"). US holders are urged to consult with appropriate legal, tax and financial advisers in connection with the tax consequences of the Acquisition and the AGA CTB Election applicable to them.

The Rollover Shares issued under the Alternative Offer will not be registered under the US Securities Act or under relevant securities laws of any state or territory or other jurisdiction of the United States and New Fund has not and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "US Investment Company Act"), in reliance on Section 7(d) thereof. Accordingly, the Rollover Shares may not be offered or sold in the United States, except in a transaction not subject to, or in reliance on an applicable exemption from, the registration requirements of the US Securities Act and any applicable state securities laws and are only available in a transaction that does not involve a public offering in the United States to investors in the U.S. who are (A) "qualified purchasers" as defined in Section 2(a)(51) of the US Investment Company Act or (B) "knowledgeable employees" as defined in Rule 3c-5 of the US Investment Company Act. Investors in or domiciled in the US will be required to execute and deliver a US investor letter in which, amongst other things, they certify their eligibility to purchase the Rollover Shares and their understanding of the resale restrictions applicable to them, and agree to abide by certain restrictions in the resale of the Rollover Shares. New Fund expects to issue the Rollover Shares in reliance upon the exemption from the registration requirements under the US Securities Act provided by Section 3(a)(10) thereof ("Section 3(a)(10)"). Section 3(a)(10) exempts securities issued in specified exchange transactions from the registration requirement under the US Securities Act where, among other requirements, the fairness of the terms and conditions of the issuance and exchange of such securities have been approved by a court or governmental authority expressly authorised by law to grant such approval, after a hearing upon the fairness of the terms and conditions of the exchange at which all persons to whom the Rollover Shares are proposed to be issued have the right to appear and receive adequate and timely notice thereof. If the exemption afforded by Section 3(a)(10) is not available to New Fund, then New Fund expects to avail itself of another available exemption to the registration requirements under the US Securities Act. If Bidco exercises its right to implement the acquisition of the AGA Shares by way of a Takeover Offer, the Rollover Shares will not be offered in the US except pursuant to an exemption from or in a transaction not subject to registration under the US Securities Act.

The Rollover Shares issued pursuant to the Acquisition will not be registered under any laws of any state, district or other jurisdiction of the United States, and may only be issued to persons resident in such state, district or other jurisdiction pursuant to an exemption from the registration requirements of the US Securities Act. The Rollover Shares will not be listed on any stock exchange. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Alternative Offer, passed any opinion upon the fairness of the Acquisition or the Alternative Offer nor has determined (nor will they determine) if the Scheme Document is accurate or complete. Any representation to the contrary is a criminal offence.

US holders who are or will be affiliates of the New Fund Group or AGA prior to, or of the New Fund Group after, the Effective Date will be subject to certain US transfer restrictions relating to the Rollover Shares received pursuant to the Scheme.

For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act in respect of the Rollover Shares issued pursuant to the Alternative Offer afforded by Section 3(a)(10), the New Fund Group will advise the Court that its sanctioning of the Scheme will be relied upon by the New Fund Group as an approval of the Scheme following a hearing on its fairness to AGA Shareholders.

It may be difficult for US holders of AGA Shares to enforce their rights and any claims arising out of the US federal securities laws, since AGA is located in a country other than the US, and all of its officers and directors are residents of countries other than the US. US holders of AGA Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its Affiliates to subject themselves to a US court's judgement.

In accordance with normal UK practice and consistent with Rule 14e-5 under the US Exchange Act, Bidco, certain Affiliated companies and the nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares in AGA outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and will comply with applicable law, including to the extent applicable the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Forward-looking Statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Bidco and AGA contain certain statements, beliefs or opinions, with respect to the financial condition, results of operations and business of Bidco and AGA which are or may be deemed to be "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and/or AGA (as the case may be) about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "envisage", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning and including statements relating to future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects and business and management strategies and the expansion and growth of the operations of Bidco or AGA. These forward-looking statements are not guarantees of future performance and are based on assumptions and assessments made by AGA, and/or Bidco, in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this Announcement could cause actual results, performance or achievements of any such person, or industry results and developments, to differ materially from those expressed in or implied by such forward-looking statements. No assurance can be given by AGA and Bidco that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement.

The forward-looking statements speak only at the date of this Announcement. All subsequent oral or written forward-looking statements attributable to any member of the New Fund Group or AGA Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. Neither AGA nor Bidco nor Apax assumes any obligation and AGA and Bidco and Apax disclaim any intention or obligation, to update or correct the information contained in this Announcement (whether as a result of new information, future events or otherwise), except as required by applicable law or regulation (including under the Listing Rules).

EXCEPT AS EXPRESSLY PROVIDED IN THE ANNOUNCEMENT, THE FORWARD-LOOKING STATEMENTS HAVE NOT BEEN REVIEWED BY THE AUDITORS OF AGA, APAX OR BIDCO OR THEIR RESPECTIVE FINANCIAL ADVISERS. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES THAT COULD SIGNIFICANTLY AFFECT EXPECTED RESULTS AND ARE BASED ON CERTAIN KEY ASSUMPTIONS. THERE ARE SEVERAL FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN FORWARD-LOOKING STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS IS THE SATISFACTION OF THE CONDITIONS, AS WELL AS ADDITIONAL FACTORS SUCH AS CHANGES IN GLOBAL, POLITICAL, ECONOMIC, BUSINESS, COMPETITIVE, MARKET AND REGULATORY FORCES, FUTURE EXCHANGE AND INTEREST RATES, CHANGES IN TAX RATES AND FUTURE BUSINESS COMBINATIONS OR DISPOSITIONS. SUCH FORWARD-LOOKING STATEMENTS SHOULD THEREFORE BE CONSTRUED IN THE LIGHT OF SUCH FACTORS. NEITHER BIDCO NOR AGA, NOR ANY OF THEIR RESPECTIVE ASSOCIATES OR DIRECTORS, OFFICERS OR ADVISERS, PROVIDES ANY REPRESENTATION, ASSURANCE OR GUARANTEE THAT THE OCCURRENCE OF THE EVENTS EXPRESSED OR IMPLIED IN ANY FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT WILL ACTUALLY OCCUR.

No Profit Forecasts, Profit Estimates or Quantified Financial Benefits Statements

No statement in this Announcement is intended as a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for AGA for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for AGA.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Right to switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Panel (where necessary), and subject to the terms of the Co-Operation Agreement, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of AGA (not already held by any member of the Bidco Group) as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Bidco so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix 1 to this Announcement.

Upon sufficient acceptances being received in respect of such Takeover Offer, Bidco intends to exercise its rights to apply the provisions of section 337 and Part XVIII of the Companies Law so as to acquire compulsorily the remaining AGA Shares in respect of which the Takeover Offer has not been accepted.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by AGA Shareholders and other relevant persons for the receipt of communications from AGA may be provided to Bidco during the Offer Period as requested under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website and Availability of Hard Copies

A copy of this Announcement and the documents required to be published by Rule 26 of the Takeover Code shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on AGA's website at https://www.apaxglobalalpha.com/investor-centre/offer by no later than 12 noon (London time) on 22 July 2025. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this Announcement.

AGA Shareholders may request hard copies of this Announcement by contacting MUFG Corporate Markets (Guernsey) Limited at Mont Crevelt House, Bulwer Avenue, St Sampson, Guernsey, Channel Islands, GY2 4LH, or on +44 (0) 871 664 0300 during business hours Monday to Friday (public holidays excepted). Calls to this number from persons who are not resident in Guernsey are charged at the applicable international rate. Calls from a mobile device may incur network extras.

You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form. If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this Announcement will not be provided unless such a request is made.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9

In accordance with Rule 2.9 of the Takeover Code, AGA confirms that, as at the date of this Announcement, it has 482,390,225 ordinary shares of no par value in issue and admitted to trading on the London Stock Exchange's Main Market. AGA has 8,710,543 shares held in treasury. The International Securities Identification Number (ISIN) of the AGA Shares is GG00BWWYMV85.

General

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor accountant or independent financial adviser duly authorised under the FSMA if you are a resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.