(LSE: APAX)
Apax Global Alpha
Limited
Results of the Ninth
Annual General Meeting
The Directors of the Company are pleased to
announce the results of voting at the Ninth
Annual General Meeting of the Company held at 11:15 AM (UK
Time) on Wednesday 1 May 2024 at the offices of Aztec Group, East
Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1
3PP (the "AGM").
Each of the Ordinary Resolutions and Special
Resolutions proposed in items 1 to 13 of the notice and agenda of
the AGM were duly passed. The Discontinuation Resolution proposed
in item 14 of the notice and agenda of the AGM was not
passed.
Voting was conducted by way of poll.
Total votes of 282,099,594 were cast at the
AGM1. The results of the voting2 are noted as
follows:
Ordinary
Resolutions3
|
In
Favour
|
Against
|
Withheld4
|
Resolution
|
Votes
|
%age
|
Votes
|
%age
|
Votes
|
|
|
|
|
1. To adopt the annual report and
audited financial statements of the Company for the year ended 31
December 2023, including the reports of the Directors and the
Auditor.
|
281,878,869
|
99.93
|
196,445
|
0.07
|
414,970
|
2. To approve the Directors'
Remuneration Policy (as set out in the Annual Report).
|
266,888,855
|
94.63
|
15,132,864
|
5.37
|
468,565
|
3. To approve the Directors'
Remuneration Report (as set out in the Annual Report).
|
239,024,164
|
94.05
|
15,108,992
|
5.95
|
28,357,128
|
4. To re-appoint KPMG Channel Islands
Limited as the external auditor of the Company to hold office until
conclusion of the next annual general meeting.
|
281,728,648
|
99.88
|
344,007
|
0.12
|
417,629
|
5. To authorise the Board to
negotiate and fix the remuneration of the Auditor in respect of the
financial year ended 31 December 2024.
|
281,796,106
|
99.90
|
271,444
|
0.10
|
422,734
|
6. To re-elect Mike Bane as an
independent non-executive Director of
the Company.
|
251,562,365
|
98.98
|
2,598,351
|
1.02
|
28,329,568
|
7. To re-elect Tim Breedon as
an independent non-executive
Director of the Company.
|
248,881,971
|
97.92
|
5,278,745
|
2.08
|
28,329,568
|
8. To re-elect Stephanie Coxon as an
independent non-executive Director of the Company.
|
244,846,476
|
96.34
|
9,314,240
|
3.66
|
28,329,568
|
9. To
re-elect Sally-Ann (Susie) Farnon as
an independent non-executive Director of the Company.
|
251,496,991
|
98.98
|
2,594,216
|
1.02
|
28,399,077
|
10. To re-elect Karl Sternberg as an independent
non-executive Director of the Company.
|
279,195,475
|
98.99
|
2,838,998
|
1.01
|
455,811
|
11. To approve the Company's dividend policy as
set out on page 12 of the Prospectus dated 22 May 2015.
|
281,865,723
|
99.92
|
219,733
|
0.08
|
404,828
|
Special
Resolutions5
|
|
In
Favour
|
Against
|
Withheld4
|
Resolution
|
Votes
|
%age
|
Votes
|
%age
|
Votes
|
12. To renew the authorisation of the Company to
make market acquisitions of its shares as set out at special
resolution 12 of the notice and agenda for the AGM.
|
281,803,211
|
99.90
|
276,265
|
0.10
|
410,808
|
13. To authorise the Directors to issue up to a
maximum number of ordinary shares as set out at special resolution
13 of the notice and agenda for the AGM.
|
276,729,005
|
98.11
|
5,324,447
|
1.89
|
436,832
|
Discontinuation
Resolution6
|
|
In
Favour
|
Against
|
Withheld4
|
Resolution
|
Votes
|
%age
|
Votes
|
%age
|
Votes
|
14. That the Company be
wound-up, liquidated, reconstructed or unitised, and that, in accordance with
Article 49.3 of the Articles of Incorporation of the Company, the
Directors of the Company put forward proposals to conduct an
orderly winding up, liquidation, reconstruction or unitisation of
the Company.
|
31,856,305
|
11.29
|
250,243,289
|
88.71
|
390,690
|
A copy of this announcement will be available on
the Company's website at
https://www.apaxglobalalpha.com/investors/results-reports-presentations/
and, in accordance with Listing Rules, the full text of the
special resolutions passed at the AGM may be found in the Notice of
AGM published on 5 March 2024 available from the National
Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
1.
The total voting rights of the Company as at 5
March 2024 were disclosed in the notice of the AGM published on 5
March 2024 and were unchanged at the time of convening the AGM,
being 491,100,768.
2.
Pursuant to the Companies (Guernsey) Law,
2008, ordinary and special resolutions of the members are passed on
a show of hands if passed by members who vote in person and by
persons who vote as duly appointed proxies of members entitled to
vote. Accordingly, this means that resolutions are passed by the
requisite majority of votes cast at the AGM, not as a majority of
the total voting rights.
3.
Ordinary resolutions are passed if more
than half 50% of votes are cast in favour of the
resolution.
4.
A vote withheld is not a vote in law and
is not counted in the calculation of the proportion of votes "for"
and "against" a particular resolution.
5. Special
resolutions are passed if more than 75% of votes are cast in favour
of the resolution.
6. Pursuant
to the articles of the Company, the Discontinuation resolution is
passed if more than 66.66% of votes cast in favour of the
resolution.
Contact
details
Investor
relations
Katarina Sallerfors
Investor Relations - AGA
Telephone: +44 207 666
6526
Email: Katarina.Sallerfors@apax.com
|
Company
secretary
Magdala Mullegadoo
Company Secretary
Telephone: +44 (0) 1481 749
700
Email: AGA-admin@aztecgroup.co.uk
|
Notes
1.
|
Note that references in this
announcement to Apax Global Alpha Limited have been abbreviated to
"AGA" or "the Company". References to Apax Partners LLP have been
abbreviated to "Apax", or "the Investment Adviser".
|
2.
|
Please be advised that this
announcement may contain inside information as stipulated under the
Market Abuse Regulations (EU) NO. 596/2014 ("MAR").
|
3.
|
This announcement is not for release,
publication or distribution, directly or indirectly, in whole or in
part, into or within the United States or to "US persons" (as
defined in Regulation S under the United States Securities Act of
1933, as amended (the "Securities Act")) or into or within
Australia, Canada, South Africa or Japan. Recipients of this
announcement in jurisdictions outside the UK should inform
themselves about and observe any applicable legal requirements in
their jurisdictions. In particular, the distribution of the
announcement may be restricted by law in certain
jurisdictions.
|
4.
|
The information presented herein is
not an offer for sale within the United States of any equity shares
or other securities of Apax Global Alpha Limited ("AGA"). 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, AGA's shares (the "Shares") have not been and will not be
registered under the Securities Act or any other applicable law of
the United States. Consequently, the Shares may not be offered or
sold or otherwise transferred within the United States, or to, or
for the account or benefit of, US Persons, except pursuant to an
exemption from the registration requirements of the Securities Act
and under circumstances which will not require AGA to register
under the Investment Company Act. No public offering of the Shares
is being made in the United States
|
5.
|
This announcement may include
forward-looking statements. The words "expect", "anticipate",
"intends", "plan", "estimate", "aim", "forecast", "project" and
similar expressions (or their negative) identify certain of these
forward-looking statements. These forward-looking statements are
statements regarding AGA's intentions, beliefs or current
expectations concerning, among other things, AGA's results of
operations, financial condition, liquidity, prospects, growth and
strategies. The forward-looking statements in this presentation are
based on numerous assumptions regarding AGA's present and future
business strategies and the environment in which AGA will operate
in the future. Forward-looking statements involve inherent known
and unknown risks, uncertainties and contingencies because they
relate to events and depend on circumstances that may or may not
occur in the future and may cause the actual results, performance
or achievements of AGA to be materially different from those
expressed or implied by such forward looking statements. Many of
these risks and uncertainties relate to factors that are beyond
AGA's ability to control or estimate precisely, such as future
market conditions, currency fluctuations, the behaviour of other
market participants, the actions of regulators and other factors
such as AGA's ability to continue to obtain financing to meet its
liquidity needs, changes in the political, social and regulatory
framework in which AGA operates or in economic or technological
trends or conditions. Past performance should not be taken as an
indication or guarantee of future results, and no representation or
warranty, express or implied, is made regarding future performance.
AGA expressly disclaims any obligation or undertaking to release
any updates or revisions to these forward-looking statements to
reflect any change in AGA's expectations with regard thereto or any
change in events, conditions or circumstances on which any
statement is based after the date of this announcement, or to
update or to keep current any other information contained in this
announcement. Accordingly, undue reliance should not be placed on
the forward-looking statements, which speak only as of the date of
this announcement.
|
About Apax Global Alpha
Limited
AGA is a Guernsey registered
closed-ended investment Company listed on the London Stock
Exchange. It is regulated by the Guernsey Financial Services
Commission.
AGA's objective is to provide
shareholders with capital appreciation from its investment
portfolio and regular dividends. The Company is targeting an
annualised Total Return, across economic cycles, of 12-15% (net of
fees and expenses) including a dividend yield of 5% of Net Asset
Value.
The Company makes Private Equity
investments in Apax Funds, and has a portfolio of primarily debt
investments, derived from the insights gained via Apax's Private
Equity activities.
Further information regarding the
Company and its publications are available on the Company's website
at www.apaxglobalalpha.com.
About Apax Partners
LLP
Apax Partners LLP ("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 of more than $77 billion. The Apax Funds invest in
companies across four global sectors of Tech, Services, Healthcare
and Internet/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 is authorised and regulated by
the Financial Conduct Authority in the UK.