Terms & Conditions

Please read the following information carefully. By accessing this website (this “Site”) you confirm you agree to be bound by these terms and conditions. If you do not accept these terms and conditions, you should not continue to access this Site.

Nothing on this Site is intended to constitute an offer or solicitation to buy or sell investments of any description in any jurisdiction, nor to recommend any investment service or transaction. In accessing this Site, you are responsible for compliance with local laws and regulations.

This website has been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 by Apax Partners LLP, whose registered office is 33 Jermyn Street, London SW1Y 6DN. Apax Partners LLP is registered in England: No. 1342446, and is authorised and regulated by the UK Financial Conduct Authority (FCA).

Please note that this notice may be altered or updated from time to time at the sole discretion of AGA. You should read it in full each time you visit the website.

The information on the website is about Apax Global Alpha Limited (“AGA”), a registered closed-ended collective investment scheme under the laws of Guernsey with registered number 59939.

Its registered office is:

PO Box 656, East Wing
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3PP

Nothing on the website (or any website to which the website has hypertext links) constitutes an invitation or offer to acquire any securities of AGA.

Due to restrictions under applicable securities laws, the documents and information contained on the website are restricted and are not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, China, Japan, South Africa, the European Economic Area (with the exception of the United Kingdom, the Netherlands, Ireland, Luxembourg, Belgium, Sweden and Denmark) or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

Visitors to this website are responsible for observing all applicable laws and regulations in their relevant jurisdictions before proceeding to access the information contained herein. By proceeding to access this website, visitors are deemed to be representing and warranting that the applicable laws and regulations of their relevant jurisdictions allow them to do so.

Access to the website is being made available by AGA in good faith and for information purposes only. You should not forward, transmit or show the materials contained on the website to any person. The materials contained in the website may not be reproduced or redistributed, forwarded or passed on in whole or in part, directly or indirectly, to any other person. The distribution of the material contained in the website in certain jurisdictions may be restricted by law and persons into whose possession the contents of this website come should inform themselves about, and observe, any such restrictions.

Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions. By accessing the website, you agree to be bound by the limitations set out herein. AGA does not accept any responsibility for any contravention of applicable securities laws or regulations by any individual as a result of false information provided by such individual.

Marketing for the purposes of the Alternative Investment Fund Managers Directive (‘‘AIFMD’’) will only take place in a European Economic Area jurisdiction if the Investment Manager is appropriately registered (as required) under AIFMD for such marketing or an investor from the relevant European Economic Area jurisdiction has contacted the Investment Manager or a third party on behalf of the Investment Manager on a reverse-enquiry basis.

The information contained on the website does not constitute an offer for sale in the United States or any jurisdiction where it is illegal to do so. AGA has not been and will not be registered under the US Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, the Ordinary Shares of AGA have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and, subject to certain exceptions, may not be offered, sold, pledged or otherwise transferred, directly or indirectly, in or into the United States or to or for the account or benefit of US Persons (as such terms are defined in Regulation S under the Securities Act (“Regulation S”)) except (1) outside the United States to persons who are not, and are not acting for the account or benefit of, US Persons (or to persons who are both US Persons and “Entitled Qualified Purchasers” (as defined below)) in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S; (2) in the United States only to qualified institutional buyers (each a “QIB”) as defined in Rule 144A (“Rule 144A”) under the Securities Act who are also qualified purchasers (each a “QP”) as defined under the Investment Company Act and institutional “accredited investors” as defined in Rule 501(a)(1), (2), (3), or (7) of Regulation D (“Regulation D”) under the Securities Act (each an “IAI”, and person who is a QIB, a QP and an IAI, an “Entitled Qualified Purchaser”); (3) to “knowledgeable employees” (as defined in Rule 3c-5 under the Investment Company Act) who are accredited investors (as defined in Rule 501(a) of Regulation D); or (4) pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, in each case in accordance with any applicable securities laws of any state or jurisdiction of the United States. There will be no public offer of the Ordinary Shares in the United States.

This website does not constitute an offer to investors in Switzerland. The documentation of AGA has not been, will not be, and may not be able to be approved by the Swiss Financial Market Supervisory Authority (“FINMA”) for distribution to non-qualified investors pursuant to Article 120 of the Swiss Federal Act on Collective Investment Schemes of 23 June 2006, as amended (“CISA”) and its implementing ordinance. Investors in the Ordinary Shares will not benefit from protection provided under the CISA or supervision by FINMA. Accordingly, the documentation of AGA may only be provided to qualified investors as defined in the CISA and its implementing ordinance.

The Ordinary Shares may be freely offered, distributed or sold, on-sold and the materials on the website may be freely circulated exclusively to the following qualified investors: regulated financial intermediaries (such as banks, securities dealers, fund management companies, asset managers of collective investment schemes and central banks) and regulated insurance companies.

The Ordinary Shares may only be offered, distributed, sold or on-sold and the materials on the website may only be circulated to other qualified investors if (i) AGA, or as the case may be, the Investment Manager has appointed a representative (“Swiss Representative”) and a paying agent (“Swiss Paying Agent”) in Switzerland, (ii) licensing / prudential supervision requirements for the distributor are fulfilled and (iii) the distributor has entered into a written distribution agreement with the Swiss Representative. Therefore, legal advice should generally be sought before providing the materials on this website to and offering, distributing or selling/on-selling the Ordinary Shares.

The materials on this website do not constitute an issuance prospectus pursuant to Articles 652a or 1156 of the Swiss Code of Obligations and may not comply with the information standards required thereunder. The Ordinary Shares will not be listed on the SIX Swiss Exchange, and consequently, the information presented on this website does not necessarily comply with the information standards set out in the relevant listing rules. The materials on this website do not constitute investment advice. They may only be used by those persons to whom they has been delivered in connection with the Ordinary Shares and may neither be copied nor directly or indirectly distributed or made available to other persons.

I Swiss Representative

Mont-Fort Funds AG, 63 Chemin Plan-Pra, 1936 Verbier, Switzerland

II Swiss Paying Agent

Banque Cantonale de Genève, 17, quai de l’lle, 1204 Geneva, Switzerland

III Location where the relevant documents may be obtained

The Prospectus and the annual (and to the extent applicable) semi-annual reports of AGA may be obtained free of charge from the Swiss Representative once they are available.

IV Payment of retrocessions and rebates

Rectrocessions

AGA or the Investment Manager and their agents may pay retrocessions as remuneration for distribution activity in respect of the Ordinary Shares in or from Switzerland.

Retrocessions are not deemed to be rebates even if they are ultimately passed on, in full or in part, to the investors.

The recipients of the retrocessions must ensure transparent disclosure and inform investors, unsolicited and free of charge, regarding the amount of remuneration they may receive for distribution.

On request, the recipients of retrocessions must disclose the amounts they actually receive for distributing the collective investment schemes of the investors concerned.

Rebates

In respect of distribution in or from Switzerland, AGA and its agents do not pay any rebates to reduce the fees or costs incurred by the investor and charged to AGA.

V Place of performance and jurisdiction

In respect of the Ordinary Shares distributed in and from Switzerland to Qualified Investors, the place of performance and the place of jurisdiction is at the registered office of the Swiss Representative.

This website is not directed or targeted at persons residing in the Hong Kong Special Administrative Region (“Hong Kong”) and the products referred to on the website are not available to persons residing in Hong Kong, unless permitted under the securities laws of Hong Kong.

AGA has not been authorized as collective investment scheme by Hong Kong’s Securities and Futures Commission (“SFC”) pursuant to section 104 of Hong Kong’s Securities and Futures Ordinance (“SFO”), nor have the materials on the website been approved by the SFC pursuant to section 105(1) of SFO or section 342C(5) of Hong Kong Companies (Winding Up and Miscellaneous Provisions) Ordinance (“CO”) or registered by Hong Kong’s Registrar of Companies pursuant to section 342C(7) of CO. Accordingly, no person may offer or sell in Hong Kong, by means of any document, any Ordinary Shares other than (a) to “professional investors” within the meaning of the SFO and the Securities and Futures (Professional Investor) Rules made thereunder; or (b) in other circumstances which do not result in the materials being a “prospectus” as defined in the CO or which do not constitute an offer to the public within the meaning of that ordinance.

No person may issue, circulate or distribute, or have in its possession for the purposes of issue, circulation or distribution, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Ordinary Shares, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to securities that are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and the Securities and Futures (Professional Investor) Rules made thereunder.

This Site contains links to other websites over which AGA has no control. AGA is not responsible for any material or information on those websites or for any services or products which may appear on them and shall not be liable for any loss or damage arising from the use or receipt of the same. By creating a link to a third party website, AGA does not endorse or recommend any material, information, product or service appearing on that website.

An investment in AGA may not be appropriate for your specific purposes or circumstances. You are responsible for obtaining your own legal, tax and financial advice before taking any action in relation to such investment; this Site is not intended to supply legal, tax or financial advice, and the Information should not be construed as a recommendation to take any such action. Investment in listed investment companies may involve special risks that could lead to a loss of all or a substantial portion of such investment.

If and to the extent that this Site contains information about the performance of investments previously made by AGA you should be aware that this information has not been audited or verified by an independent party, past performance is not a reliable indicator of future performance and future investments may not achieve the same level of returns as previous investments. An investment in AGA may carry a high degree of risk. The value of investments may fall as well as rise and investors may not get back the amount invested. No assurance can be given that the stated investment objectives will be achieved. Changes in rates of foreign exchange may cause the value of the investments to go up or down.

Adjusted NAV is calculated by adjusting the NAV at reporting periods, by the estimated performance fee reserves.

Adjusted NAV per share calculated by dividing the Adjusted NAV by the number of shares in issue.

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

Total NAV Return for the period/year means the return on the movement in the Adjusted NAV per share at the end of the period/year together with all dividends paid during the period, to the Adjusted NAV per share at the beginning of the period/year. NAV per share used in the calculation is rounded to five decimals.

Total Return for the portfolio is calculated by taking the Adjusted NAV for the portfolio at the end of the period/year, adding back disposals, income and realised movements divided by the Adjusted NAV of the portfolio at the end of the period/year together with additions.

The materials contained on the website may contain certain “forward-looking statements” regarding the belief or current expectations of AGA, Apax Guernsey Managers Limited (the “Investment Manager”) and Apax Partners LLP (the “Investment Adviser”) and members of their management and/or board of directors about the financial condition, results of operations and business of AGA. Such forward-looking statements are not guarantees of future performance. Rather, they speak only as of their date, are based on views and assumptions held at that time and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of AGA, the Investment Manager and the Investment Adviser and are difficult to predict, that may cause the actual results, performance, achievements or developments of AGA or the industry in which it operates to differ materially from any future results, performance, achievements or developments expressed or implied from the forward-looking statements. The target return and target dividend of AGA referred to in any materials contained on the website are based on performance projections produced by the Investment Adviser to the best of their knowledge and belief. The return and dividend figures quoted are targets only (which may or may not include figures which are based over the long-term on the performance projections of the investment strategy and market interest rates at the time of modeling) and therefore are subject to change. There is no guarantee that such target return and target dividend of AGA can be achieved and past or targeted performance is no indication of current or future performance or results. Prospective investors should not place any reliance on such targets in deciding whether to invest in AGA. There can be no assurance that the strategy described herein will meet its objectives generally, or avoid losses.

Information posted on this Site may be accessible to third parties by means of the Internet or otherwise. You should have no expectation of privacy with respect to any communications on or through this Site. Please do not transmit any confidential information to or through this Site. You acknowledge that communications transmitted by means of this Site are public and not private communications.

You should be aware that the Internet, being an open network, is not secure. If you choose to send any electronic communications to us by means of this Site (whether by means of email or otherwise), you do so at your own risk. We cannot guarantee that such communications will not be intercepted or changed or that they will reach the intended recipient safely. We will use all reasonable endeavours to ensure that this Site is reasonably secure. However, we cannot guarantee that any information displayed on this Site has not been interfered with without our consent.

We do not guarantee that the Site, applications or other materials on or associated with this Site will be free from viruses (including, without limitation, spyware, malicious software, worms, trojan horses and harmful or contaminating code) (“Virus”). It is your responsibility to take protective steps including by using anti-virus software and undertaking virus checks.

AGA will only use your personally identifiable information in accordance with the Privacy Policy, the terms of which are included by reference into these terms and conditions.

You should read these ‘No warranties and limitations of liability’ provisions carefully as they exclude or limit AGA’s legal liability to you in connection with your use of this Site and its use of your information.

References in this section to “this Site” shall be construed as references to “this Site and the Information”.

Nothing on this Site or in these terms and conditions shall exclude or limit any duty or liability to the extent that such exclusion or limitation is not permissible under applicable law or regulation, and the remainder of these ‘No warranties and limitations of liability’ provisions should be read accordingly.

This Site is provided “as is” and “as available” and we give no conditions, warranties, representations or guarantees of any kind express or implied in respect thereof. Specifically, without limitation, we do not warrant that: you will be able to use or access this Site or that it will continue to be made available in its current or any other form; this Site, or any applications or materials of whatever nature made available on or downloaded from this Site, will be free from Viruses, defects and third party rights, or be compatible with your equipment; this Site will be fit or appropriate for any purpose, accurate, adequate or complete.

We will not be liable to you for any loss or damage (direct or indirect) arising from or in connection with: any Virus associated with this Site, materials or applications made available on it; your use or inability to use this Site at any time or any delay or interruption in the availability or delivery of all or any part of this Site; your use of, or access to any website or resource to which you have gained access by means of links on this Site; any error or omission in the Information; any decision made or action taken in reliance on the Information; or any failure by you to comply with any applicable laws or regulations.

We will not be liable to you, whether for any representation, statement or tortious act or omission (including negligence), breach of contract or otherwise, for any loss or damage of whatever nature suffered by you (including, without limitation, direct loss or damage, indirect or consequential loss or damage, loss of goodwill, loss of business opportunity, loss of data or loss of profit) arising out of or in connection with any use of, or inability to use this Site, or any application or other material on or associated with this Site, regardless of whether AGA was aware of the likelihood of such loss or damage occurring.

You agree that the limitations and exclusions set out in these terms and conditions are reasonable having regard to the relevant circumstances, and in particular the limited use you are permitted to make of this Site and the fact that your access to and use of this Site is free. You further agree not to challenge the reasonableness of any of these limitations and exclusions.

You agree to indemnify, defend and hold harmless AGA, its officers, directors, employees, agents, suppliers and third party partners, and those of its affiliates from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation by you of these Terms and Conditions.

In relation to any of the materials, the only responsibility accepted by AGA is for the correctness and fairness of their reproduction or presentation unless the responsibility statement in any relevant document expressly provides otherwise or except to the extent provided by law or regulation.

The materials speak only at the specified date of the relevant document or information and AGA has, and accepts, no responsibility or duty to update the materials (other than to the extent such duty arises as a matter of law or regulation).

Neither AGA nor any of its affiliates, officers, directors, employees and agents have reviewed, and neither AGA nor any of its affiliates, officers, directors, employees and agents is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to the website by a third party.

If you are not permitted to view the materials contained on the website or are in any doubt as to whether you are permitted to view these materials, please exit the website. If you are in any doubt about the contents of the website or any action you should take, you should seek your own legal advice.

Nothing contained in this website constitutes financial, investment, legal, tax or other advice. You should obtain relevant and specific professional advice before making any investment decision.

All intellectual property rights in this Site and the Information are, and shall remain, the property of AGA and its licensees. You will not acquire any proprietary rights in this Site or Information (or any part thereof) and agree not to infringe, challenge, bring into disrepute or prejudice the right or title of AGA’s and/or its licensees in any such intellectual property. In consideration for you accepting, and abiding by, these terms and conditions, AGA grants you the right to access and use this Site and use, download and print-copies of the Information, for your own, private, non-commercial purpose in connection with obtaining information and services from AGA, at all times for information purposes only. You may only download or print individual pages and/or sections of this Site provided that you do not remove any copyright or other proprietary notices. You may not otherwise use or access any part of this Site and/or the Information and, in particular, you agree not: to copy, to issue copies of, to rent or lend, to sub-license, to assign, to communicate (by electronic means or otherwise), to link into, or to make adaptations of, any part of this Site and/or the Information; and to translate, convert to another programming language, decompile, disassemble, or reverse engineer any application contained on this Site; directly or indirectly, nor to authorise, enable or assist any third party to do so.

If any provision of these terms and conditions is or becomes (whether or not pursuant to any judgment or otherwise) invalid, illegal or unenforceable in any respect under the law of any jurisdiction: the validity, legality and enforceability under the law of that jurisdiction of any other provision; and the validity, legality and enforceability under the law of any other jurisdiction of that or any other provision, shall not be affected or impaired in any way thereby.

These terms and conditions, and all matters connected with them, are governed by the laws of England and Wales. The courts of England have exclusive jurisdiction to settle any dispute, controversy or claim arising from, or connected with, these terms and conditions, including regarding the formation, validity or termination of these terms and conditions.