Admission to trading on the London Stock Exchange

RNS Number : 1285Q

Apax Global Alpha Limited

15 June 2015

 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

This announcement is an advertisement and not a prospectus. It does not constitute an offer of securities for sale or subscription in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement except in compliance with applicable securities laws on the basis of information in the prospectus (the "Prospectus") published by Apax Global Alpha Limited (the "Company") in connection with the Issue (as defined below) and the proposed admission of its ordinary shares (the "Ordinary Shares") to listing on the Premium Segment of the Official List (the "Official List") of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities (the "Main Market") of the London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). The Prospectus is available for inspection, subject to applicable securities laws, from the Company's website at www.apaxglobalalpha.com.

FOR IMMEDIATE RELEASE

15 June 2015

Apax Global Alpha Limited

Admission to trading on the London Stock Exchange

Further to the publication of the Results of Issue announcement on 11 June 2015, Apax Global Alpha Limited ("the Company" or "Apax Global Alpha") is pleased to announce that its entire ordinary share capital has today been admitted to the premium listing segment of the Official List and admitted to trading on the main market of the London Stock Exchange. The Ordinary Shares will trade under the ticker symbol APAX.

Tim Breedon, Chairman, Apax Global Alpha, said:

"It is exciting to see Apax Global Alpha successfully complete its move into the public markets. I am delighted the Issue has been so well received by investors, who stand to benefit from Apax Global Alpha's unique investment proposition. Investors will gain exposure to Apax's track record in private equity as well as attractive Derived Investment opportunities as part of a diversified portfolio."

Enquiries

Apax Global Alpha (Investor Relations)

Lorraine Rees

Telephone: [phone]

Email: [e-mail]

Greenbrook Communications (Apax Partners / Apax Global Alpha media enquiries)

Alex Jones

Matthew Goodman

Telephone: [phone]

Jefferies (Sponsor, Joint Global Coordinator, Joint Bookrunner)
Gary Gould

Alex Collins

Telephone: [phone]

Credit Suisse (Joint Global Coordinator, Joint Bookrunner)
Nick Williams

Omri Lumbroso

Telephone: [phone]

About Apax Partners LLP

Apax Partners is a leading global private equity advisory firm. It operates globally and has more than 30 years of investing experience. Apax Partners has advised funds that total over €34 billion in aggregate as at 31 March 2015. Funds advised by Apax invest in companies across four global sectors of Technology & Telecoms, Services, Healthcare and Consumer. These funds provide long-term equity financing to build and strengthen world-class companies. For further information about Apax, please visit www.apax.com.

Apax Partners LLP is authorised and regulated by the FCA in the UK and is subject to the FCA's rules and guidance. The FCA is one of the UK's financial services regulators and is located at 25 The North Colonnade, Canary Wharf, London E14 5HS. Apax Partners' registered office is 33 Jermyn Street, London, SW1Y 6DN.

Disclaimers

Forward looking statements

This announcement contains "forward-looking" statements, beliefs or opinions. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of the Company and all of which are based on the Directors' current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "projects", "continues", "assumes", "positioned" or "anticipates" or the negative thereof, other variations thereon or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events, assumptions or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Directors or the Company with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business concerning, amongst other things, the financial performance, liquidity, prospects, growth and strategies of the Company. These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement. Nothing in this announcement is, or should be relied on as, a promise or representation as to the future. The Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure Rules and Transparency Rules of the FCA.  No statement in this announcement is intended as a profit forecast or profit estimate.

Each of Credit Suisse and Jefferies and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statements contained in this announcement whether as a result of new information, future developments or otherwise.

Important notices

The contents of this announcement, which have been prepared by and are the sole responsibility of the Company, have been approved by Jefferies solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000, as amended (the "FSMA").

Neither this announcement nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the "United States"), or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, Japan or South Africa or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for securities in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The Company 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 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 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 under the Securities Act (each an "IAI", and a person who is a QIB, a QP and an IAI, an "Entitled Qualified Purchaser"); or (3) 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.

The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or South Africa or to any national, resident or citizen of Australia, Canada, Japan or South Africa.

The securities to which this announcement relates have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any United States regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Ordinary Shares or the accuracy of adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

Marketing for the purposes of the Alternative Investment Fund Managers Directive ("AIFMD") by the Investment Manager and/or a third party on behalf of the Investment Manager will only take place in an EEA Member State if the Investment Manager is appropriately registered (as required) under AIFMD for such marketing or an investor from the relevant EEA Member State has contacted the Investment Manager or a third party on behalf of the Investment Manager on a reverse-enquiry basis.

In any EEA Member State that has implemented Directive 2003/71/EC, as amended including by Directive 2010/73/EU, other than the United Kingdom (together with any applicable implementing measures in any Member State, the "Prospectus Directive"), this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. Any person who is not a qualified investor should not act or rely on this document or any of its contents.

Any purchase of Ordinary Shares in the Issue should be made solely on the basis of the information contained in the Prospectus, which contains detailed information about the Company and its management, as well as financial statements. Before purchasing any Ordinary Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which are set out in the Prospectus. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Ordinary Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

This announcement does not constitute a recommendation concerning the Issue. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Issue cannot be relied upon as a guide to future performance. The IPO timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage. Potential investors should consult a professional advisor as to the suitability of the Issue for the entity concerned.

Credit Suisse is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the FCA. Jefferies is authorised and regulated by the FCA. Each of the Joint Bookrunners is acting exclusively for the Company and no one else in connection with the Issue. None of the Joint Bookrunners will regard any other person (whether or not a recipient of this document) as a client in relation to the issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for the giving of advice in relation to the Issue or any transaction, matter or arrangement referred to in this announcement.

In connection with the Issue, each of Credit Suisse and Jefferies and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Issue or otherwise. Accordingly, references in the Prospectus to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Credit Suisse or Jefferies or any of their respective affiliates acting as investors for their own accounts. Credit Suisse and Jefferies and their respective affiliates do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Apart from the responsibilities and liabilities, if any, which may be imposed on Credit Suisse or Jefferies by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of Credit Suisse or Jefferies or any of their respective affiliates accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this announcement or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Ordinary Shares or the Issue and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future. Each of Credit Suisse and Jefferies and their respective affiliates accordingly disclaims all and any responsibility or liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of this announcement or any such statement.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

 

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