Pursuant to an announcement dated 21 July 2025, Janus Bidco Limited (the “Company”), a newly formed Guernsey limited company indirectly owned by an investment vehicle advised by Apax Partners LLP, announced an offer for the entire issued and to be issued share capital of Apax Global Alpha Limited (“AGA”) (the “Offer”).
ACCESS TO THIS SECTION OF THE WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS OTHER THAN THE UNITED KINGDOM (“UK”) AND GUERNSEY. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS SECTION OF THE WEBSITE. IF YOU ARE ABLE TO AGREE, PRESS “I AGREE” BELOW. IF YOU ARE UNABLE TO AGREE, YOU SHOULD PRESS “I DISAGREE” AND YOU WILL NOT BE ABLE TO VIEW INFORMATION RELATING TO THE OFFER (OR THE ALTERNATIVE OFFER).
Disclaimer
NOTE: ELECTRONIC VERSIONS OF THE MATERIAL YOU ARE SEEKING ACCESS TO ARE BEING MADE AVAILABLE ON THIS MICROSITE BY COMPANY IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. ANY OFFER, IF AND WHEN MADE CANNOT BE VALIDLY ACCEPTED BY AGA SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF ANY OFFER DOCUMENTS, IF AND WHEN PUBLISHED, FROM THIS MICROSITE.
THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS LOCATED IN ANY JURISDICTION OTHER THAN THE UK AND GUERNSEY WHERE THE RELEVANT ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF SUCH JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH COMPANY REGARDS AS UNDULY ONEROUS (“RESTRICTED JURISDICTION”).
If you would like information on the Offer please read this notice carefully – it applies to all persons who view this Microsite and, depending on where you live, it may affect your rights. Company reserves the right to amend or update this notice at any time and you should read it in full each time you visit the Microsite. In addition, the contents of the Microsite may be amended at any time in whole or in part at the sole discretion of Company.
Basis of access
Terms defined in the announcement dated 21 July 2025 shall have the same meaning when used in this notice.
The information contained on this Microsite in respect of the Offer and the Alternative Offer (the “Information”) is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer, the Alternative Offer or otherwise.
The full terms and conditions of the Offer (and the Alternative Offer) will be (or have been) set out in the formal offer documentation. Any offer would be solely made by means of a scheme circular (the “Scheme Document”), in the event that the Offer may be effected by way of a scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008, as amended (the “Companies Law”) (a “Scheme”), or an offer document, in the event that the Offer may be effected by way of a contractual offer (the “Offer Document”). In deciding whether or not to vote, or procure the vote, in favour of any Scheme (or, if the Offer may be effected by way of a contractual offer, to accept, or procure the acceptance of, such contractual offer), AGA shareholders should rely only on the information contained, and procedures described, in that Scheme Document (or, if applicable, Offer Document) (in each case, if published). In considering the Offer (and the Alternative Offer), shareholders of AGA should only rely on the information contained, and procedures described, in the Offer Document. Please note that this notice may be altered or updated. You should read it in full each time you access the Microsite.
The Information speaks only at the date of the relevant document, announcement or information reproduced on this Microsite. Subject to any continuing obligations under applicable law or any relevant listing rules, Company has, and accepts, no responsibility or duty to update the Information, and reserves the right to add to, remove or amend any of the Information reproduced on this Microsite at any time.
In relation to any Information, the only responsibility accepted by directors or persons of appropriate seniority and with appropriate authority of Company is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither the directors of Company, nor AGA, nor any of their affiliated companies, have reviewed, and no such person is, or shall be, responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.
If you are in doubt about the contents of this Microsite, the Offer, the Alternative Offer or any action you should take (if any), you should seek advice from an independent financial adviser authorised and regulated in the UK by the Financial Conduct Authority or, if you are located outside the UK, from an appropriately authorised independent financial adviser, as to the suitability of any action.
The Information is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by Company or AGA. This notice is governed by and should be construed in accordance with English law.
Forward-looking statements
This Microsite and the Information may contain certain forward-looking statements with respect to the financial condition, strategies, objectives, results of operations and businesses of Company and AGA following the implementation of the Offer (and the Alternative Offer).
All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements often use identified by their use of terms and phrases such as ‘anticipate’, ‘target’, ‘expect’, ‘estimate’, ‘intend’, ‘plan’, ‘goal’, ‘believe’, ‘hope’, ‘aims’, ‘continue’, ‘will’, ‘may’, ‘should’, ‘would’, ‘could’ or other words of similar meaning.
These statements are based on assumptions and assessments made by Company and / or AGA 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. The factors described in the context of such forward-looking statements in the Information could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading the Information are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the Information.
There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among such factors are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals.
Notice to U.S. holders of AGA shares
The Offer 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 Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (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 FCA’s Official List and to trading on the London Stock Exchange’s Main Market for listed securities, which are different from the disclosure requirements of the US under the US proxy solicitation and tender offer rules. The financial information included in this Microsite 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.
If, in the future, the Company exercises its right to implement the Offer by way of a Takeover Offer, which is to be made into the US, such Offer will be made in compliance with applicable US laws and regulations.
It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws, since AGA is located in a non-US jurisdiction, and some or all of its officers and directors may be residents of a non-US jurisdiction. Holders in the United States 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 or its affiliates to subject themselves to the jurisdiction or judgment of a US court.
If the Company implements the Offer by way of a Takeover Offer, in accordance with normal UK practice and pursuant to Rule 14e-5 under the US Exchange Act, the Company, 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 Offer, until the date on which the Offer 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. This information will also be publicly disclosed in the US to the extent that such information is made public in the UK.
US shareholders also should be aware that the transaction contemplated herein may have tax consequences in the US 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 shareholders 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 the 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 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. The 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 the New Fund, then the New Fund expects to avail itself of another available exemption to the registration requirements under the US Securities Act. If the Company 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 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 Offer, the Alternative Offer or the Information contained in this Microsite, passed any opinion upon the fairness of the Offer or the Alternative Offer or has determined or will determine if the Scheme Document or the Information contained in this Microsite is accurate, adequate or complete. Any representation to the contrary is a criminal offence.
Additional information for UK and EEA Investors on the Alternative Offer
New Fund is registered by the Guernsey Financial Services Commission as a closed-ended collective investment scheme 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.
Overseas persons
Viewing the Information on this Microsite (or the availability of the related Offer or the Alternative Offer) may be unlawful if you are resident in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. Any person resident outside the UK or Guernsey who wishes to access the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
The Alternative Offer is available only to Eligible Scheme Shareholders. Restricted Shareholders may not elect to participate in the Alternative Offer.
By selecting “I agree”, you represent that you are not a national of, or resident in, a Restricted Jurisdiction, and that Company is lawfully entitled to make the content of any communication or document in relation to the Offer (or the Alternative Offer) available to you under applicable securities laws. If you are unable to give this representation, do not view the content of any of the Information.
Copies of the Information are not being, and must not be, directly or indirectly, released, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into a Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send any such Information in, into or from any such jurisdiction, as doing so may invalidate any purported acceptance of the Offer (and/or the Alternative Offer). If you are not permitted to view Information on this Microsite or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite by selecting “I disagree” and seek independent advice. Neither Company nor any of its respective advisers assumes any responsibility for any violation by any person of any of these restrictions.
ACCEPTANCE OF DISCLAIMER
By clicking “I agree” below, you hereby acknowledge that (i) you have read and understood the notice set out above and agree to be bound by its terms; (ii) you are not (and do not act on behalf of someone who is) resident in a Restricted Jurisdiction; (iii) you represent and warrant to Company that you intend to access this Microsite for information purposes only; and (iv) you will not, at any time, seek to release, copy, mail, forward, distribute, send or otherwise transmit, in whole or in part, any of the Information to any person who may be restricted from obtaining access to it.
If you are not able to give these confirmations, you should click on “I disagree” below.