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Apax Global Alpha Limited

Annual Report Sep 5, 2024

6260_ir_2024-09-05_aeaae0c7-1269-4d65-9f08-c3659e996249.pdf

Annual Report

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Diversified. Tradeable. Accessible.

Apax Global Alpha AGA Interim Report 2024

03 FI N A N C I A L STAT EM EN TS & SHAREHOLDER INFORMATION

Overview

Strategic report

Apax Global Alpha Limited ("AGA" or the "Company") aims to offer shareholders superior long-term returns by providing access to a diversified portfolio of highquality companies owned by the Apax Private Equity Funds. Capital not invested in Private Equity is deployed into a portfolio of predominantly debt instruments to generate additional returns and income.

Contents About AGA 03

Investment Manager's report

03

Operating metrics (reweighted)

Financial statements &
shareholder information
Independent review report 29
Condensed statement of
financial position
30
Condensed statement of profit
or loss and other
comprehensive income
32
Condensed statement of
changes in equity
33
Condensed statement of
cash flows
34
Notes to the condensed interim
financial statements
35
Shareholder information 56
- Administration 56
- Investment policy 57
Quarterly returns since 1Q19 58
Portfolio allocation since 1Q19 60
Summary of fees 61
Top gross portfolio holdings 62
Investment environment
and outlook
Performance review
Portfolio review
- Private Equity
- Debt Investments
Statement of Directors'
responsibilities

Chairman's statement Access to a portfolio of "Hidden Gems" Continued focus on returning capital to shareholders Commitments and funding Responsible investment

64

14

06 08

10

11 12

01 | Apax Global Alpha | AGA Interim Report | 2024

| Apax Global Alpha | AGA Interim Report | 2024

02

About AGA

Public market access to private equity. A share in AGA gives public market investors access to a portfolio of mostly private companies, owned by the Apax Private Equity Funds, which these investors cannot buy elsewhere. This is combined with a smaller portfolio of predominantly Debt Investments which represents an additional source of return and income.

AGA is listed on the London Stock Exchange and is a constituent of the FTSE 250 index ("LSE:APAX"). The Company is overseen by an independent Board of Directors.

    1. Total NAV Return is an Alternative Performance Measure ("APM"). It means the return on the movement in the NAV per share over the period plus any dividends compared to Adjusted NAV² per share at 31 December 2023. Further details can be seen on p.31 and p.67
    1. Adjusted NAV is an APM and is calculated by adjusting the NAV at reporting periods prior to 1 January 2024, by the estimated performance fee reserves

To enhance transparency for shareholders, AGA is moving the settlement of the performance fee from shares to cash for fees accrued from 1 January 2024. This removes the requirement to adjust Net Asset Value ("NAV") for the performance fee reserve so that the Company reports NAV rather than Adjusted NAV. An explanation and reconciliation to prior periods is shown on p.44.

About AGA

Why AGA?

Access to a portfolio of "Hidden Gems", mostly private companies which shareholders can't buy elsewhere

  • Exposure to high-quality companies, the majority of which were acquired by the Apax Funds in control buyout transactions.
  • Mostly companies that operate in parts of the economy where there are strong economic fundamentals.

"All-weather" investment strategy well-suited to generate outperformance

  • Focus on business improvement with earnings growth rather than market tailwinds driving value creation across Private Equity portfolio companies.
  • Sector-led strategy providing access to a globally diversified portfolio across the Tech, Services, Healthcare and Internet/Consumer sectors.

Robust balance sheet, strengthened by portfolio of Debt Investments

  • Capital not invested in Private Equity is deployed into a smaller portfolio of predominantly Debt Investments to generate additional returns and income. Debt positions are identified using the insights gained by Private Equity sector teams.
  • Revolving Credit Facility ("RCF") provides additional liquidity.

Attractive capital allocation framework

  • Significant exposure to Private Equity Investments through commitments to the Apax Funds.
  • Cash returned to shareholders via semi-annual dividends.
  • Flexibility to pursue buybacks if more attractive than reinvestment in the portfolio.

Five-year annualised

Cumulative Return 9.6% 1

Dividends paid to investors €313m in last five years

  1. 5-year annualised Cumulative Return represents IRR return for last five years to 30 June 2024. Further details on p.66 of the glossary

See p.8 and p.9 for more information about AGA's underlying portfolio companies.

See p.17 for an overview of Apax's investment strategy.

See p.25 and p.26 for more information about AGA's Debt Investments.

See p.10 for more information about AGA's capital allocation framework.

Strategic report 01

Chairman's statement 06
Access to a portfolio
of "Hidden Gems"
08
Continued focus on returning
capital to shareholders
10
Commitments and funding 11
Responsible investment 12

05 | Apax Global Alpha | AGA Interim Report | 2024

03 FI N A N C I A L STAT EM EN TS & SHAREHOLDER INFORMATION

Acting on shareholder feedback

In July I became Chairman of Apax Global Alpha, having joined the Board as a Non-Executive Director in March this year. I am pleased to deliver the first half report for 2024.

Performance

Over the past five years, AGA's investment strategy has delivered 9.6%¹ on an annualised basis. This is below the target of 12-15% and something the Board is very aware of. The Apax team is seeking to improve returns from here. Over that period, the Company has still paid shareholders annual dividends amounting to c.€313m, representing c.35% of AGA's IPO NAV.

AGA's Adjusted NAV peaked in December 2021. Since then, the publicly listed companies in the Private Equity portfolio and the substantial dividend payments have caused NAV to decline from €1.48bn to €1.24bn at 30 June this year. Many of these listed holdings have now been sold, with listed equities in the Private Equity portfolio representing 7%² of NAV at 30 June 2024.

The first six months of 2024 remained challenging. AGA's NAV declined by 1.4% over this period. We were heavily impacted by deteriorating trading at Vyaire Medical ("Vyaire"), suffering writedowns in both the Private Equity and Debt positions.

These losses alone reduced the six months Total NAV Return from 1.5% to (1.4%). The impact reduced the Total Return of the Private Equity portfolio from 0.4% to (2.5)%, and the Debt portfolio from 6.5% to 2.1%3.

Listening to shareholders

I have spent my first few months on the Board listening to the views of my fellow Directors; talking to our Guernsey-based Investment Manager; and meeting as many of the team as possible at our Investment Advisor, Apax. I have also been able to meet a number of shareholders to understand their aspirations for the Company.

There are several common themes emerging from these discussions.

Firstly, investors are very aware that recent performance has not met our objectives. The decline in valuations over the last two years has weighed on longer-term returns. The annualised return since IPO in 2015 is now 9.1%¹. The weaker returns are largely due to declines in the publicly listed companies in the Private Equity portfolio, when the Apax Funds retained stakes in companies that had successful exits via listings rather than trade or sponsor sales. These were primarily in 2020 and 2021 when public markets were exuberant with the morphine of quantitative easing. The demand for small- and mid-cap listed stocks in many of these markets has subsequently been under pressure. Whatever the cause, we all recognise that returns need to improve. Your Company provides a good window into the success of the Apax Funds overall; so, our advisors' interests are very much aligned with ours (and their employees, current and former, are sizeable shareholders in AGA).

Secondly, shareholders are keen to grow the size of the Company, by reinvesting returns from earlier Apax Fund vintages into new private equity opportunities.

Related to the above is the third theme, which is to see an acceleration in realisations from longer-standing investments. Not only will this enhance the credibility of the valuations (always an area of doubt when markets have become more challenging); it also allows us to make meaningful commitments to future Apax Funds.

Fourthly, there is an acknowledgement that our shares are tightly held, and heavily skewed to large institutional investors. We all believe that a closed-end vehicle is an attractive way for smaller shareholders to gain access to an otherwise out-of-reach asset class, and that we must work hard to get the message to potential investors.

Finally, investors are keen that the Company should play its part in generating returns, by having a mechanism to buy shares back when they trade at a substantial discount to NAV, whilst protecting the existing mechanism of an annual dividend distribution.

Most of these objectives can only be realised with time and patience. But we have been able to respond more immediately to the wish to take advantage of the share price discount, by announcing a new capital allocation framework.

A new capital allocation framework

At the end of June, the Board announced a new capital allocation framework. This is not an attempt to manage the discount which is only possible for investment companies with large liquid portfolios.

In the longer run, we would like to close the discount; but that will come with more realisations, better performance, a broader shareholder base and compounding growth of the Company through successful investments in Private Equity.

We announced that the dividend would be fixed at an absolute level of 11p; equivalent to 5.2% of NAV at 30 June 2024, and 7% of our share price4 . The dividend will therefore remain an important means of distributing capital to our shareholders.

We will fund, over time, a Distribution Pool of up to 5% of NAV from excess cash flow from realisations. This Pool will be available to buy back shares if the discount is wider than 23% (the number in the initial IPO documentation), and if the investment in the Company's own shares is more attractive than reinvesting in the portfolio.

Many listed private equity vehicles have announced new buyback policies this year. We are fortunate to be able to initiate buybacks immediately. Our cash and our relatively liquid Debt portfolio represent more than 20% of NAV. We made an initial allocation of €30m from these resources and have already commenced buybacks.

More information about the new capital allocation framework is available on p.10.

Chairman's statement

€313m

Dividends paid out to shareholders in last 5 years

    1. Represents IRR for period stated. Please refer to p.66 of the glossary for further details
    1. Calculated using valuations for each company gross of Holdco facilities
    1. Represents Total Return metric adjusted for the impact of Vyaire. Please refer to p.67 of the glossary for further details
    1. Share price as at 28 June 2024

Chairman's statement continued

Portfolio

At 30 June 2024, AGA offered shareholders access to 86 Private Equity portfolio companies. These are mostly private companies in the Tech, Services, Healthcare and Internet/Consumer sectors.

AGA's underlying portfolio is in good shape overall. Average EBITDA growth across Private Equity portfolio companies was 15.6% in the last twelve months. Valuation multiples held relatively steady at 17.1x, and leverage remained low compared to the wider industry at 4.3x.

AGA expects to deploy €75m across four new Private Equity Investments and portfolio company bolt-on acquisitions which signed during the six month period. AGA also received c.€5m in distributions from the Apax Funds. It should be noted that most of the recent realisations were agreed in Q2 or post period-end and are yet to close.

Board succession

Tim Breedon retired from the Board on 1 July, and I would like to thank him for his contribution, overseeing AGA's strategic direction since IPO in 2015. Personally, I am also very grateful to him for the guidance he provided me as incoming Chairman. Since then, Alex Denny has joined the Board as a Non-Executive Director, replacing Chris Ambler who retired in March this year.

In preparation for Susie Farnon's retirement in the course of the next eighteen months, Stephanie Coxon took over as Audit Chair in May this year. The Board expects to begin the search for Susie's replacement in the coming months. We will be mindful of our objective as a listed company to have a diverse Board.

Changes to the performance fee settlement

The Board and the Audit Committee have been keen to improve reporting to shareholders by reducing the reliance on alternative performance metrics such as Adjusted NAV.

The Board has therefore decided to change the performance fee settlement from shares in AGA to cash, effective for fees accrued from 1 January 2024, which means IFRS NAV reflects the NAV due to investors. There is no change to the quantum of the fee.

The Board also believes this will help reduce market concerns arising from the potential overhang of shares held by members of the advisor.

The investment company market

Discounts on the majority of listed trusts and investment companies on the London Stock Exchange have widened to levels not seen since the global financial crisis in 2008-2009. Some of this is a cyclical phenomenon, as bond yields are now more attractive to investors than they have been since the early part of this century. There are also structural headwinds, including the way in which Ongoing Charges are calculated, and the way that the UK Consumer Duty has been implemented for listed investment companies. The Board is doing what it can to engage government on this, via the Association of Investment Companies ("the AIC"). It is helpful that some of our Directors are also on the Board of the AIC.

Outlook

At 30 June 2024, more than 80% of the Private Equity portfolio was made up of companies held by the three most recent buyout fund vintages. This includes Apax IX which is currently marked at 2x our initial investment, despite the drag from its listed holdings. Apax X is now reaching maturity and signed two exits in June. AGA expects to receive proceeds of c.€19m from these exits. Apax XI is off to a good start, having made six investments so far. It was already marked at 1.3x as at 30 June 2024.

The Board is encouraged that the pace of realisations has accelerated, though conditions are likely to remain challenging. Apax IX agreed to sell Healthium, a leading Indian medical devices player, in May, at an uplift of c.23% to the last Unaffected Value1 . Apax IX also sold its remaining positions in Baltics Classifieds Group and Genius Sports while Apax X agreed to sell its stakes in idealista and Affinipay post period-end.

The AGA portfolio is well diversified and has exposure to exciting opportunities. The sale of listed positions in the Private Equity portfolio should reduce volatility and one of the sources that has negatively affected recent performance. Now that we are in a higher interest rate environment, the Apax Funds' investment strategy should do relatively well, since it relies less on debt and financial engineering, and more on operational improvements, to deliver returns.

We are well capitalised to be able to take advantage of new Private Equity Investments, whilst also aiming for continued high distributions to shareholders via the dividend and share buybacks.

The Board remains optimistic that Apax's excellence will improve our underlying NAV performance.

Karl Sternberg | Chairman 4 September 2024

1. Unaffected Valuation is determined as the fair value in the last quarter before exit, when valuation is not affected by the exit process (i.e. because an exit was signed, or an exit was sufficiently close to being signed that the Apax Funds incorporated the expected exit multiple into the quarter end valuation)

11.0p Dividend fixed at an absolute level p.a. of

"All-weather" investment strategy

Strong sector focus where Apax Funds can benefit from repeat playbooks

Resilient business models

The Apax Funds focus on coveted categories: high quality sub-sectors where the investment team has significant experience and expertise. This means that the Apax Funds are generally less exposed to cyclical end-markets and more exposed to businesses benefitting from secular growth trends and with strong underlying economic motors.

Tech1 Services1 Internet/Consumer1
45 16 18
Companies Companies Companies
38 30 23
% % %
of PE NAV of PE NAV of PE NAV

To learn more about Apax's Portfolio see p.9.

)
>

Access to a portfolio of "Hidden Gems"

  1. Portfolio at 30 June 2024

Access to a portfolio of "Hidden Gems"

Access to a portfolio of mostly private companies that shareholders can't access elsewhere

Mobile and fixed telecom provider in the Netherlands (formerly T-Mobile Netherlands)

  • Strong challenger with significant growth opportunity in fibre.
  • Opportunity to leverage Apax's telecom playbook.

Full-service provider of industrial parts washers and associated services

  • Defensive characteristics.
  • Strong relative market share.
  • Significant opportunity for organic growth.

Provider of modern, core operations software to the travel industry

  • Early innings of modern software adoption.
  • Mission critical products with strong competitive position.
  • Strong financial and operating metrics.
  • Robust M&A opportunity.

Global leader in aesthetics medical devices

• Attractive market underpinned by secular growth trends. • Take-private with opportunity to accelerate growth and improve margins.

US arboriculture services provider

  • Well-developed residential services playbook for value creation.
  • M&A platform in a large, highly fragmented market.
  • Recurring, non-discretionary, acyclical service.

Continued focus on returning capital to shareholders

Capital allocation update

In light of the increasing share price discount to NAV, the Board undertook a detailed review of the Company's capital allocation policy and gathered feedback from shareholders. At the Capital Markets Day in June 2024, the Board announced the conclusion of the review and set out the new framework which came into effect immediately:

  • Creation of a Distribution Pool which earmarks funds on AGA's balance sheet available for share buybacks, allowing the Board to take advantage of the opportunity presented by wide discounts.
  • Continued payment of regular dividends to shareholders semi-annually, with the dividend being fixed at an absolute level of 11p per share per annum, equivalent to c.5.2% of AGA's NAV at 30 June 2024. The Board believes that this provides shareholders with certainty of income.
  • Takes account of existing demands on liquidity and capital.
  • Reflects feedback received from shareholders representing the majority of the Company's share capital, suggesting that they would like to see buybacks added to the "capital allocation toolkit" available to the Company.

Technical considerations

The Distribution Pool represents funds earmarked on AGA's balance sheet available for share buybacks, which will be held in cash and Debt Investments. The Board will consider using funds from the Distribution Pool for share buybacks if AGA's shares trade at a discount in excess of 23% to the last published NAV. The Board is committed to maximising value for shareholders and will retain flexibility with regards to the level of discount at which it believes buying its own shares is more accretive than making new portfolio investments.

New capital allocation framework

Creation of a "Distribution Pool" which earmarks funds on AGA's balance sheet that are available for share buybacks, or other forms of distribution.

  • 100% of "Excess Cash Flow" allocated to the Distribution Pool on an annual basis until the size of the Distribution Pool reaches 5% of the Company's NAV.
  • To take advantage of the investment opportunity presented by the current wide discount, €30m was allocated to the Distribution Pool immediately. These funds are held in Debt Investments and cash.
  • Buybacks considered if AGA's shares trade at a discount in excess of 23% to the last published NAV.

Continued regular dividends to shareholders, paid semi-annually.

€30m

  • 11.0p Dividend per share p.a.
  • Dividend fixed at an absolute level of 11p per share per annum, equivalent to c.5.2% of AGA's 30 June 2024 NAV. At the current share price1 , this is equivalent to a c.7% dividend yield.
  • To ensure shareholders continue to benefit from the Company's growth, the Board may consider distributing capital through special dividends as part of its capital allocation framework.

The Board seeded the Distribution Pool with

Commitments and funding

Robust balance sheet with available liquid resources

Outstanding commitments to the Apax Funds (together with recallable distributions) reduced by c.€16m in the six months to 30 June 2024 to c.€903m at the end of the period.

As most of the Apax Funds operate capital call facilities to bridge capital calls from investors for periods of up to 12 months, AGA has significant visibility on future calls, facilitating the Company's liquidity planning.

At the period-end, AGA had cash (including net current assets) of c.€107m in anticipation of capital calls from Apax XI, AGI and ADF II and the dividend payable in Q3 2024. AGA also had an RCF of €250m which was undrawn at the end of the period.

Available resources outside the Private Equity portfolio represented 65% of unfunded commitments at 30 June 2024 and calls in the next 12 months are covered 3.9x.

    1. Includes performance fee accrued of €0.1m and AGA's two Derived Equity positions totalling to €4.7m
    1. Represents net current assets (inclusive of cash and excluding financial liabilities at FVTPL)
    1. Unfunded commitments includes recallable distributions

The Board believes that responsible investment protects and creates long-term value. The Board has a Responsible Investment policy, and relies on the expertise and practices of Apax to deliver returns ethically and responsibly across the Private Equity portfolio.

This section focuses on Apax's sustainability efforts relating to the Private Equity portfolio. AGA's approach to sustainability in the Debt Portfolio focuses on due diligence carried out before investment as AGA is typically a minority investor and therefore there is less scope to influence sustainability post-investment.

Apax's approach to sustainability in Private Equity

Sustainability is embedded throughout the Apax Funds' investment process, from due diligence through to the Funds' ownership and exit.

Supported by Apax's Operational Excellence Practice ("OEP"), investment teams are responsible for identifying and monitoring portfolio companies' sustainability footprint, and driving value and mitigating risk based on company or sector-specific material issues.

Apax actively participates in industry-leading platforms and the firm's approach has been recognised by the Principles for Responsible Investment ("PRI"). Apax is a member of the

BVCA Responsible Investment Advisory Group, the Thirty Percent Coalition and the Sustainable Markets Initiative Private Equity Taskforce, as well as a signatory to ILPA Diversity in Action Group, and the initiative Climat International.

Driven by materiality

Apax's sustainability focus is driven by the material issues of the sectors invested in, using industry frameworks and standards.

Apax has collected a large suite of sustainability indicators since 2012, and regularly reviews and adapts KPI monitoring across the portfolio in relation to Company, sector and other emerging issues such as cybersecurity, climate change and workforce diversity.

For more information about AGA's ESG policy and responsible investment considerations for the Debt portfolio, please see:

www.apaxglobalalpha.com/wp-content/ uploads/2023/11/2023-11-01-Apax-Global-Alpha_ESG-policy.pdf

For more information about Apax's approach to sustainability, please see:

https://www.apax.com/reports/ apax-sustainability-reportedition-11/index.html#page=1

L
1
-

Responsible investment

Investment Manager's report

Investment environment
and outlook
14
Performance review 15
Portfolio review 17
- Private Equity 18
- Debt Investments 25
Statement of Directors'
responsibilities
27

03 FI N A N C I A L STAT EM EN TS & SHAREHOLDER INFORMATION

Investment environment and outlook

Q&A with Salim Nathoo, Partner at Apax

How would you characterise the current stage of the economic cycle and what are the key implications for private equity firms?

The first half of the year provided more evidence of the likelihood of a soft landing, particularly in the US. Public market valuations continued to rebound as expectations for both interest rates and earnings improved. More recent US economic data has dampened sentiments and heightened recessionary fears once again. Irrespective of whether this recent data is a blip or starts a trend, it is likely that growth will remain muted into the medium-term and will be accompanied by inflation and interest rates above pre-Covid levels.

Even with the recent market jitters, the reduced "tail risks" make this environment appear more investable than one year ago. That said, the outlook of structurally reduced growth and higher costs of capital have changed profoundly the skills necessary to generate attractive returns in this new normal. Gone are the days when it was possible to simply ride a rising market. Instead, operational value creation levers take a leading role and, to stand out, investors need to identify opportunities for future growth from operational transformation. This requires a mindset and toolkit that cannot be developed overnight.

While the absolute cost of debt has increased compared to 2021 and pre-Covid levels, the average leverage across private equity portfolio companies has reduced. However, this has not hindered our ability to execute deals. The Apax Funds typically use lower leverage levels compared to the market, with an average net debt/EBITDA ratio of 4.3x across our Private Equity portfolio for the twelve months to 30 June 2024. A key lesson from the Global Financial Crisis is the importance of prioritising entry multiples and buying right. In an environment where you do not have the same market tailwinds, the focus is really on acquiring quality businesses with discipline around entry multiples that can be improved during the Apax Funds ownership period.

In the Debt portfolio, 89% of the positions are floating rate and hence AGA benefits from the prolonged higher interest rate environment.

Although private equity exit activity has been subdued, there have been signs of improvement over the past six months. The Apax Funds were net distributors of capital during the good times of 2020-2022. The stock of "exit-able" companies has been rebuilding since then and, as the portfolio matures, we would expect an increase in exits. In the first half of 2024, there were

On the rate environment, how does that affect your approach to leverage? Q

three exits signed with an additional two full exits of listed positions post period-end.

While public markets have rallied, the gains in 2023 were largely driven by a narrow group of leading stocks and this has continued into 2024, although the rally has been slightly broader. This is particularly the case in the US, where valuations have remained above historical levels. In contrast, markets in Europe are trading close to the historic median.

What are your views on the current exit environment, and how is it impacting your strategy? Q

Despite a strong recovery in public equity markets, the Apax Funds' listed holdings have underperformed. What factors are contributing to this? Q

Looking specifically at the listed holdings in AGA's Private Equity portfolio, it's important to note that most of these are from previously IPO'd companies where significant value has already been realised. However, these deals introduced a degree of volatility due to the exposure to public markets. As of June 2024, these public holdings have reduced from 10% at 31 December 2023 to approximately 7% of AGA's NAV, reducing potential volatility for AGA.

How are credit markets performing, and what implications does this have for AGA's Debt Investments? Q

Spreads in the European and North American loan markets remained tight through the first half of 2024. Three-year spreads for trading US first lien loans averaged 448bps over LIBOR, while EU loans averaged 486bps over

Q

A

A

A

A

A

Euribor, approximately 8.0% and 7.5% below the 10-year average, respectively. This environment underscores the importance of differentiated investment capabilities. Credit investors with sector expertise and robust due diligence processes are likely to achieve better returns. Apax's integrated approach, fostering collaboration between our Private Equity and Credit teams, enables AGA to access superior risk-adjusted credit returns.

Private equity transaction volumes

Total US private equity transaction value (\$bn)

AGA calls and distributions (last 5 years) (€m)

Performance review

H1 2024 NAV movements

NAV has come down since 2021 and was €1,237m at 30 June 2024 (FY23: Adjusted NAV of €1,288m). This reduction is primarily a result of dividend payments to shareholders and share price declines from the residual listed holdings in the Private Equity portfolio. While these holdings now only represent a small part of the overall portfolio, challenges persisted in the first six months of 2024.

The main drivers of the movement in NAV were a decrease in NAV of the Private Equity portfolio and the dividend payment to shareholders of c.€32m. These movements were partially offset by positive FX movements in the period as the Euro strengthened against the Dollar.

Total NAV Return was (1.4%) for the six months to 30 June 2024. While the underlying portfolio companies are experiencing continued growth, as highlighted in May, performance was heavily impacted by materially deteriorating trading at Vyaire. In June, Vyaire filed for Chapter 11 which led to a further writedown on its value across both AGA's Private Equity where it has been completely written off and the Debt portfolios where the remaining position is valued at €4.6m. Excluding the impact of Vyaire, AGA's Total NAV Return for the six months to 30 June 2024 would have been 1.5%.

    1. Represents movement in all instruments senior to equity
    1. Movement in the valuation multiples captures movement in the comparable companies' valuation multiples. In accordance with International Private Equity and Venture Capital Valuation ("IPEV") guidelines, the Apax Funds use a multiple-based approach where an appropriate valuation multiple (based on both public and private market valuation

Private Equity

comparators) is applied to maintainable earnings, which is often but not necessarily represented by EBITDA to calculate Enterprise Value

    1. Includes adjustments for dilutions from management incentive plans (as a result of growth in the portfolio's value) and costs related to Holdco facilities. In H1 2024, majority of one-off adjustment relates to a mark down in Vyaire
    1. This includes carried interest and other costs relating to Private Equity holdings adjustments for dilutions from management incentive plans (as a result of growth in the portfolio's value) and costs related to Holdco facilities
    1. Includes movement in AGA's two Equity positions
    1. Performance fee adjustment accounting for the movement in the performance fee accrued at 30 June 2024

Performance review continued

Top 30 Private Equity Sector Geography Valuation (€m) % of NAV
Valuation methodology Assured Partners Services North America 65.6 5%
PIB Group* Services United Kingdom 48.3 4%
Trade Me* Internet/Consumer Rest of world 42.2 3%
In Private Equity, the Apax Funds predominantly
use a comparable-based valuation
methodology. Fair value of the Apax Funds'
TOI TOI & DIXI Services Europe 38.2 3%
To better show movements in the top
30 Private Equity holdings, valuations for
each company are shown gross of Holdco
facilities. In prior periods, they were stated
Bonterra Tech North America 36.4 3%
private investments is largely determined SavATree Services North America 36.4 3%
using public trading comparatives and/or Odido Tech Europe 35.1 3%
transaction comparables as appropriate. net of the impact of the Holdco facilities. For Safetykleen Europe Services United Kingdom 34.2 3%
Public stock, including the positions in easy comparison against previous quarters,
please see p.62 and p.63 which shows the
IBS Software Tech India 33.8 3%
previously IPO'd portfolio companies, is Candela Healthcare North America 31.8 3%
valued at the closing share price of the top 30 positions restated on a gross basis. Bazooka Candy Brands Internet/Consumer North America 31.5 3%
portfolio company as at 28 June 2024. The move to showing valuations gross of
Holdco facilities also impacts the Private
Equity portfolio operating metrics, which
were previously weighted net of the impact
Lutech Tech Europe 31.0 3%
Equity values are calculated based on a relevant Authority Brands Services North America 31.0 3%
earnings metric multiplied by applicable valuation
multiples, and after taking into account portfolio
Cole Haan Internet/Consumer North America 30.6 2%
company debt (average at 30 June 2024: 4.3x). of these Holdco facilities. A reconciliation Rodenstock Healthcare Europe 29.6 2%
Equity values are now shown gross of Holdco of prior quarters is available on p.64. Oncourse Home Solutions Services North America 28.9 2%
facilities used in some of the underlying holding Cadence Education Internet/Consumer North America 27.9 2%
structures. These have been put in place for At 30 June 2024, the top 30 portfolio companies Infogain* Tech North America 27.2 2%
Apax IX and Apax X to replace more volatile represented 73% of AGA's NAV and 71%
of the gross Private Equity portfolio.
30 June 2024, the total of these Holdco facilities
on a look-through basis was c.9% of NAV.
EcoOnline Tech Europe 24.8 2%
margin loan structures, to generally optimise
cash flows to investors and to rebalance risk. At
Alcumus Services United Kingdom 23.8 2%
Coalfire Tech North America 23.1 2%
Healthium Healthcare India 22.7 2%
Nulo Internet/Consumer North America 22.5 2%
WGSN Internet/Consumer United Kingdom 21.5 2%
Paycor Tech North America 21.1 2%
Lexitas Services North America 20.9 2%
ECI Tech North America 19.2
2%
Idealista Internet/Consumer
Europe
19.2
2%
Services
Europe
18.5
1%
Palex
Ole Smoky Distillery Internet/Consumer North America 17.4 <1%
Total top 30 894.4 73%
Other investments 370.7 29%
Holdco facilities (116.8) (9%)
Carried interest (127.8) (10%)
Capital call facilities and other (119.4) (10%)
* Denoted an overlap with Debt Investments portfolio Total Private Equity 901.1 73%

Portfolio review

Access to a portfolio of "Hidden Gems"

AGA aims to offer shareholders superior longterm returns by providing access to a portfolio of "Hidden Gems". These are mostly private companies that shareholders can't buy elsewhere.

They are typically businesses that operate globally across the core Apax sectors of Tech, Services, Healthcare and Internet/Consumer. AGA also has a portfolio of predominantly Debt Investments.

This is a unique feature of AGA and absorbs capital not invested in Private Equity, generates additional returns and income for shareholders whilst also providing robustness to the Company's balance sheet and reducing cash drag.

In Private Equity, the investment strategy is grounded in enduring and proven disciplines: diversification, backing businesses with strong underlying economic motors, and driving "outsized returns" through business improvement.

"Outsized returns" are measured by judging firstly, the extent to which the Apax Funds' portfolio companies accelerate their growth during the ownership period and, secondly, the extent to which the valuation multiples re-rate faster than, or relative to, their peers. This approach has the benefit of neutralising market impact and as such is a better measure of business quality improvement during the Funds' ownership.

Portfolio review - Private Equity

Portfolio performance significantly impacted by Vyaire and listed holdings

Earnings growth across the Private Equity portfolio companies continued to be the main driver of performance.

This was offset by an increase in debt which was mainly driven by significant M&A activity across the portfolio and new investments in Apax XI. The portfolio also saw continued multiple compression, primarily from share price declines in the remaining listed holdings in the Private Equity portfolio which at period-end represented 7% of NAV.

The 5.6% earnings growth reflects the impact of changes in the relevant valuation metric on the Company's returns, such as revenue or NTM5 / LTM EBITDA. This differs from the LTM EBITDA growth shown on p.19, where LTM EBITDA growth rates are used and as such may exclude some companies, such as those with negative EBITDA.

As evident from the "one-off and other" bucket in the chart, the single biggest impact on the Private Equity portfolio performance came from the writedown in the value of Vyaire, an Apax VIII portfolio company, which filed for Chapter 11 in June following materially deteriorating trading. Excluding the impact of Vyaire, Private Equity Total Return would have been 0.4% rather than (2.5%).

The increase in management fees accrued during the period largely reflects AGA's \$700m commitment to the latest Apax global buyout fund in 2022. Private Equity fund returns typically exhibit a J curve pattern in the early years, where initial fees and expenses outweigh gains as the fund has only commenced investing. We would expect this effect to dampen over time as the Fund continues to invest.

    1. Represents movement in all instruments senior to equity
    1. Movement in the valuation multiples captures movement in the comparable companies' valuation multiples. In accordance with International Private Equity and Venture Capital Valuation ("IPEV") guidelines, the Apax Funds use a multiple-based approach where an appropriate valuation multiple (based on both public and private market valuation

comparators) is applied to maintainable earnings, which is often but not necessarily represented by EBITDA to calculate Enterprise Value

    1. Includes adjustments for dilutions from management incentive plans (as a result of growth in the portfolio's value) and costs related to Holdco facilities. In H1 2024, the majority of one-off adjustment relates to a mark down in Vyaire
    1. This also includes movements in the performance fee accrued on the Eligible Private Equity portfolio, if applicable. This was nil for the six months to 30 June 2024
    1. NTM = Next twelve months

Continued growth across the underlying portfolio companies

The Private Equity portfolio experienced average EBITDA growth across the portfolio for the last 12 months of 15.6%. Similar to the trends seen across the large public market indices, this is a small reduction compared to the prior period with growth slowing in Q2 2024.

Valuation multiples have been fairly stable for some time and the 12 months' average to 30 June 2024 was 17.1x. Similarly, leverage remained at lower levels compared to the industry, with the average across AGA's Private Equity portfolio of 4.3x net debt/EBITDA.

²

    1. Gross Asset Value weighted average of the respective metrics across the portfolio. Investments can be excluded for reasons such as: investments in the financial services sector; companies with negative EBITDA (or moving from negative to positive EBITDA in the case of growth metrics); investments that are written off and companies where EBITDA is not meaningful for company-specific reasons
    1. Dec-23 Private Equity portfolio operating metrics reweighted based on the Private Equity holdings valuation gross of Holdco facilities. Previously, they were weighted net of the impact of these Holdco facilities. A reconciliation of prior quarters is available on p.64

Private Equity portfolio offers good vintage diversification

The Private Equity portfolio is well diversified across the private equity lifecycle, with 40% in the investment phase, 23% in the maturity phase, and 37% in the harvesting phase.

At 30 June 2024, 84% of AGA's Private Equity NAV exposure was to the three most recent global buyout funds and their underlying portfolios of 48 companies. Apax XI, to which AGA has its largest commitment, is showing good momentum and is already marked at 1.3x net MOIC. Meanwhile, Apax X was largely flat in the first half of the year whilst Apax IX saw performance somewhat impacted by its residual listed positions. Two of these listed positions, Baltic Classifieds Group and Genius Sports, were fully exited post period-end.

  1. Represents all distributions received by AGA since 15 June 2015

Apax XI

AGA NAV: €17.5m Distributions: €0.0m % of AGA PE portfolio: 2%

Vintage: 2022

Commitment: €198.4m + \$490.0m Invested and committed: 14%

Maturity phase 239

Fund size: \$12.0bn

Apax Digital II AGA NAV: €21.3m Distributions: €0.0m % of AGA PE portfolio: 2%

Vintage: 2021 Commitment: \$90.0m Invested and committed: 34%

Fund size: \$1.9bn

AMI II

AGA NAV: €2.6m Distributions: €0.0m % of AGA PE portfolio: 0%

Vintage: 2022 Commitment: \$40.0m Invested and committed: 8%

Fund size: \$0.6bn

Apax Global Impact AGA NAV: €6.2m Distributions: €0.0m % of AGA PE portfolio: 1% Vintage: 2022

Commitment: \$60.0m Invested and committed: 32% Fund size: \$0.9bn

Apax X

AGA NAV: €464.3m
Distributions¹: €45.8m
% of AGA PE portfolio: 52%
Vintage: 2020
Commitment: €199.8m + \$225.0m
Invested and committed: 96%
Fund size: \$11.7bn
AMI
AGA NAV: €17.2m
Distributions¹: €59.6m
% of AGA PE portfolio: 2%
Vintage: 2015
Commitment: \$30.0m
Invested and committed: 89%
Fund size: \$0.5bn

Apax Digital

AGA NAV: €59.6m
Distributions¹: €22.9m
% of AGA PE portfolio: 7%
Vintage: 2017
Commitment: \$50.0m
Invested and committed: 104%
Fund size: \$1.1bn
Apax IX
---------

AGA NAV: €252.7m Distributions¹: €397.8m % of AGA PE portfolio: 28% Vintage: 2016 Commitment: €154.5m + \$175.0m Invested and committed: 94%

Fund size: \$9.5bn

Apax VIII

AGA NAV: €36.3m
Distributions¹: €595.6m
% of AGA PE portfolio: 4%
Vintage: 2012
Commitment: €159.5m + \$218.3m
Invested and committed: 110%
Fund size: \$7.5bn

Apax Europe VII

AGA NAV: €21.1m
Distributions¹: €94.3m
% of AGA PE portfolio: 2%
Vintage: 2007
Commitment: €86.1m
Invested and committed: 108%
Fund size: €11.2bn

Apax Europe VI

AGA NAV: €2.3m
Distributions¹: €13.7m
% of AGA PE portfolio: 0%
Vintage: 2005
Commitment: €10.6m
Invested and committed: 107%
Fund size: €4.3bn

Investment phase 40% Maturity phase 23% Harvesting phase 37%

Increased pace of realisations

Investments

In the first half of the year, AGA deployed c.€75m across three new Private Equity Investments in WGSN, Integrated Environmental Solutions ("IES") and IANS as well as bolt-on transactions for Palex, Oncourse Home Solutions and Tide. A further investment in Zellis was signed during the period and closed in August 2024. This demonstrates Apax's ability to source both new opportunities and for the Funds to invest in value-accretive M&A. Post period-end, four new investments were announced in greytHR, Thoughtworks, Veriforce, and Altus Fire & Life Safety.

    1. AGA's investment cost on a look-through basis signed in the period. Amounts remain subject to close until investments have closed
    1. Average Gross MOIC and Gross IRR calculated based on the expected aggregate cash flows in EUR since inception. Individual Gross MOIC by investment calculated based on return in the Funds' underlying currency, or where AGA invests in two currency sleeves it represents the EUR return unless otherwise stated
    1. Valuation uplifts on exits are calculated based on the total actual or estimated sales proceeds and income as appropriate since the last Unaffected Valuation. Unaffected Valuation is determined as the fair value in the last quarter before exit, when valuation is not affected by the exit process (i.e. because an exit was signed, or an exit was sufficiently close to being signed that the Apax Funds incorporated the expected exit multiple into the quarter end valuation). Where applicable, average uplifts of partial exits and IPOs includes proceeds received and the closing fair value at period-end. The uplift on exits of listed equities have been excluded from aggregate calculations.

€5m 3.0x 11%

Distributions H1 2024 Gross MOIC2 Average uplift3

Exits

In Q2 and post period-end, the Apax Funds signed five exits, with the majority expected to close in the coming months. In addition to the sale of Healthium, a leading Indian medical devices player (see p.24 for more details), the Apax Funds also agreed to sell their minority positions in idealista, an online real estate classifieds platform in Southern Europe, and AffiniPay, a market leader in software and payments serving law firms.

The Apax Funds also continued to reduce their public positions, selling their remaining stakes in Baltic Classifieds Group and Genius Sports post quarter-end, bringing the total gross MOIC for Genius to 2.6x and 4.2x for BCG. As of 30 June 2024, listed companies in the Private Equity portfolio represented c.7% of AGA's NAV.

During the first six months of 2024, AGA received total distributions of c.€5m.

Backing visionary founders to drive growth

Case study: Private Equity

idealista

Founded in 2000 and headquartered in Madrid, idealista provides an online real estate classifieds marketplace for homebuyers and sellers.

The Apax Funds have successfully invested in 14 online marketplace businesses across the world, putting more than c.\$4.8bn of equity into companies that run online marketplaces for real estate, automotive, boats, jobs and consumer financial products.

At the time of the Apax Funds' exit, idealista connected around 60,000 real estate agents with over 38m unique monthly visitors generating over 1bn visits annually across Southern Europe – making it a valuable tool for prospective homeowners and sellers in Spain, Portugal and Italy.

The Apax Funds first invested for a majority stake in idealista in 2015 through Apax VIII, supporting the company's co-founders in growing and professionalising the business. Apax VIII's investment in idealista generated a total gross MOIC of 5.3x.

"Since the Apax Funds first invested in the business in 2015, idealista's revenues has grown by more than 7x and headcount by more than 4x from c 300 to more than 1,250 people. Almost all of this growth has been organic. Very few businesses globally perform like this, and Apax is proud to have supported idealista on this journey."

Tom Hall | Partner, Internet/Consumer

Following the exit of Apax VIII's investment in idealista, Apax X acquired a minority stake in February 2021 alongside EQT. The transaction coincided with the merger of idealista's Italian business with Casa.it. The team identified an opportunity to invest in a business they knew well from prior AVIII ownership in a sector where the Funds have a long and successful track record. The team supported the co-founders in further strengthening and growing the business in Spain and Portugal, while undertaking transformational consolidation in Italy to create a scale player and challenger to the incumbent.

  1. Represents AGA's look-through position in Apax VIII and Apax X

Creating a global MedTech champion out of a hidden gem

Case study: Private Equity

Healthium

In May 2024, Apax IX announced the sale of its controlling stake in Healthium, a leading Indian medical devices player, at an uplift of c.23% to the last Unaffected Valuation1

Founded in India in 1992, Healthium is a medical technology ("MedTech") company which manufactures and sells a broad range of medical devices and consumable products globally. Its comprehensive, high-quality portfolio caters to a wide spectrum of surgeons' needs, offering arthroscopy, advanced wound closure and infection prevention products.

Over the course of the investment, Apax IX drove substantial transformation at the company, including:

Rebuilding Healthium's management team to add deep industry expertise, including with the appointment of a new CEO and CFO;

Repositioning the business to focus exclusively on surgical consumables and devices, through the divestment of the urology division in 2023 and the acquisition of several surgical companies. Healthium products are now used in one-in-five surgeries globally;

Supporting the company's investments in sales and marketing initiatives to support its global expansion - Healthium's geographic footprint almost doubled from 50 countries in 2018 to over 90 today; and

Backing Healthium's investments in R&D and the launch of several new products including an internally developed arthroscopy franchise which, within a few years, has become the third largest in India.

Apax IX acquired Healthium in 2018 and transformed the company from a domestic player into a global MedTech leader. In Healthium, Apax IX saw a truly "Hidden Gem" and an opportunity to transform a local Indian company into a global MedTech business. Apax IX identified an opportunity to leverage Apax's deep healthcare expertise and experience from prior MedTech partnerships as well as the team's local knowledge of the Indian market, to transform Healthium into a global leader, building on the company's strong foundations as a domestic player.

    1. Unaffected Valuation is determined as the fair value in the last quarter before exit, when valuation is not affected by the exit process (i.e. because an exit was signed, or an exit was sufficiently close to being signed that the Apax Funds incorporated the expected exit multiple into the quarter end valuation)
    1. EV / LTM EBITDA multiple
    1. Apax analysis of discount/premium of Healthium multiples at entry and exit against trading multiples

Portfolio review - Debt Investments

Debt returns also adversely impacted by Vyaire

The Debt portfolio absorbs excess capital not invested in Private Equity, thereby limiting cash drag, producing additional returns and generating income which is an additional source of funding towards the dividend payment and Distribution Pool. It also enhances the robustness of AGA's balance sheet and provides comfort when assessing new commitments to private equity.

As at 30 June 2024, AGA held €224.5m of Debt Investments, representing 20% of the Total Invested portfolio. The portfolio primarily comprises Debt Investments in companies and sectors where Apax can leverage insights from its private equity activities. The integrated approach of having no barriers between Private Equity and Credit teams helps position the portfolio to access better risk adjusted credit returns. Whilst individual investments are identified through a bottomup process, the portfolio is actively managed top-down from a risk and liquidity perspective.

In the first six months of 2024, the Debt portfolio achieved a Total Return of 2.1% ((0.1)% constant currency). Performance in the period was notably offset by writedowns in Vyaire in both Q1 and Q2 2024 (Total Return of 6.5% excluding impact of Vyaire in the six months to 30 June 2024). Looking at the long-term track record of the Debt portfolio, it has achieved 46.7% cumulative Total Return (38.6% constant currency Total Return) in the last five years.

  1. Performance fee adjustment accounting for the movement in the performance fee accrued at 30 June 2024

First lien term loan
Neuraxpharm 15.2 1%
Theramex 15.1 1%
Exact Software 15.1 1%
Infogain* 14.9 1%
Precisely Software 13.6 1%
PCI 10.9 1%
Mitratech 9.2 1%
Parts Town 8.4 1%
P&I 7.0 1%
PSSI 6.0 <1%
Therapy Brands 5.4 <1%
Zellis1 2.4 <1%

Portfolio review - Debt Investments continued

Continued exposure to more liquid instruments

The largest position in the Debt portfolio represents 1% of AGA's NAV, and 56% of the Debt Investments are invested in first lien loans. Broadly syndicated first lien loans tend to be more readily tradeable when compared to debt instruments that are more junior in the capital structure, and we believe the current proportion of first lien loans held is appropriate in the context of the Private Equity commitments made by AGA.

Valuation €m % of NAV Second lien term loan Valuation €m % of NAV
15.2 1% Confluence 16.8 1%
15.1 1% Precisely Software 13.9 1%
15.1 1% Mitratech 12.2 1%
14.9 1% Trade Me* 11.9 1%
13.6 1% Therapy Brands 11.2 1%
10.9 1% Syndigo 4.6 <1%
9.2 1% Other2 Valuation €m % of NAV
8.4 1% Mindbody 10.9 1%
7.0 1%
6.0 <1% Engineering 9.8 1%
5.4 <1% Confluence 5.4 <1%
2.4 <1%
Vyaire* 4.6 <1%

AGA continues to maintain higher liquidity balances in anticipation of calls from the Apax Funds. 89% of Debt Investments were invested in floating rate loans to minimise duration risk. As base rates have held steady, the portfolio maintained a strong income yield of c.10% whilst the average yield to maturity of the overall portfolio decreased marginally to 11.3%³ at 30 June 2024, compared to 12.0% at year-end 2023.

In addition to the Debt portfolio, AGA also has two remaining Derived Equity positions, which represented <1% of the invested portfolio at 30 June 2024. During the period, AGA exited one position with the remaining two positions valued at €4.7m.

11.3 Yield to Maturity at 30 June 2024³

% 10.0% Income Yield at 30 June 2024³

    1. AGA's Debt portfolio position in Zellis was held before Apax XI acquired the company
    1. Mindbody is a preferred PIK instrument, Engineering is a bond, Confluence is a PIK instrument and Vyaire is a DIP term loan
    1. Yield to maturity and income yield at 30 June 2024 excludes Vyaire following writedown during the period
  • * Denotes overlap with the Private Equity portfolio

Statement of Directors' responsibilities

Statement of principal risks, emerging risks and uncertainties

As an investment company with an investment portfolio comprising financial instruments, the principal risks associated with the Company's business largely relate to financial risks, strategic and business risks, and operating risks. A detailed analysis of the Company's principal risks and uncertainties is set out on pages 62 to 65 of the Annual Report and Accounts 2023 and they have not changed materially since the date of the report. The Company has not identified any new principal risks or emerging risks that will impact the remaining six months of the financial year.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of Directors' responsibilities in respect of the Interim Report and Accounts

The Directors confirm that to the best of their knowledge:

  • the condensed interim financial statements have been prepared in accordance with IAS 34 interim financial reporting as required by DTR4.2.4R;
  • the Chairman's statement and Investment Manager's report (together constituting the Interim Management report), together with the statement of principal risks and uncertainties, include a fair review of the information required by DTR4.2.7R, being an indication of important events that have occurred during the period and their impact on these condensed interim financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
  • the condensed interim financial statements provide a fair review of the information required by DTR4.2.8R, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the Company during that period, and any changes in the related party transactions described in the last Annual Report and Accounts that could materially affect the financial position or performance of the Company during that period. Please refer to note 9 of the condensed interim financial statements.

Signed on behalf of the Board of Directors

Signed on behalf of the Audit Committee

Karl Sternberg | Chairman 4 September 2024

Stephanie Coxon | Chair of the Audit Committee 4 September 2024

Financial statements & shareholder information 03

Independent review report

Condensed statement of financial position

29 Shareholder information 56
30 - Administration 56
- Investment policy 57
32 Quarterly returns since 1Q19 58
Portfolio allocation since 1Q19 60
33 Summary of fees 61
Top gross portfolio holdings 62
34 Operating metrics (reweighted) 64
35

Condensed statement of profit or loss and other comprehensive income

Condensed statement of changes in equity

Condensed statement of cash flows

Notes to the condensed interim financial statements

Financial statements

Independent review report

Conclusion

We have been engaged by Apax Global Alpha Limited (the "Company") to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2024 of the Company, which comprises the condensed statement of financial position, the condensed statement of profit or loss and other comprehensive income, the condensed statement of changes in equity, the condensed statement of cash flows and the related explanatory notes.

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the halfyearly financial report for the six months ended 30 June 2024 is not prepared, in all material respects, in accordance with IAS 34 Interim Financial Reporting as adopted by the EU and the Disclosure Guidance and Transparency Rules ("the DTR") of the UK's Financial Conduct Authority ("the UK FCA").

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity ("ISRE (UK) 2410") issued by the Financial Reporting Council for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. We read the other information contained in the half-yearly financial report and consider whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusions related to going concern

Based on our review procedures, which are less extensive than those performed in an audit as described in the "Scope of review" section of this report, nothing has come to our attention to suggest that the directors have inappropriately adopted the going concern basis of accounting or that the directors have identified material uncertainties relating to going concern that are not appropriately disclosed.

This conclusion is based on the review procedures performed in accordance with ISRE (UK) 2410. However future events or conditions may cause the Company to cease to continue as a going concern, and the above conclusions are not a guarantee that the Company will continue in operation.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim financial report in accordance with the DTR of the UK FCA.

As disclosed in note 2, the annual financial statements of the Company are prepared in accordance with International Financial Reporting Standards as adopted by the EU. The directors are responsible for preparing the condensed set of financial statements included in the half-yearly financial report in accordance with IAS 34 Interim Financial Reporting as adopted by the EU.

In preparing the half-yearly financial report, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting – unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review. Our conclusion, including our conclusions relating to going concern, are based on procedures that are less extensive than audit procedures, as described in the "Scope of review" paragraph of this report.

The purpose of our review work and to whom we owe our responsibilities

This report is made solely to the Company in accordance with the terms of our engagement letter to assist the Company in meeting the requirements of the DTR of the UK FCA. Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company for our review work, for this report, or for the conclusions we have reached.

Rachid Frihmat

For and on behalf of KPMG Channel Islands Limited Chartered Accountants and Recognised Auditors Guernsey

4 September 2024

30 June 2024 31 December 2023
At 30 June 2024 (unaudited) Notes €'000 €'000
Assets
Non-current assets
Financial assets held at fair value through profit or loss ("FVTPL") 8a 1,130,306 1,200,989
Total non-current assets 1,130,306 1,200,989
Current assets
Cash and cash equivalents 103,933 101,375
Investment receivables 1,933 2,540
Other receivables 2,269 2,217
Total current assets 108,135 106,132
Total assets 1,238,441 1,307,121
Liabilities
Financial liabilities held at FVTPL 8a 495
Investment payables 10,773
Performance fee accrued 10 76
Accrued expenses 1,532 1,689
Total current liabilities 1,608 12,957
Total liabilities 1,608 12,957
Capital and retained reserves
Shareholders' capital 14 873,804 873,804
Treasury share reserve 14 (159)
Retained reserves 363,188 413,784
Total capital and retained reserves 1,236,833 1,287,588
Share-based payment performance fee reserve 10 6,576
Total equity 1,236,833 1,294,164
Total shareholders' equity and liabilities 1,238,441 1,307,121

Karl Sternberg | Chairman 4 September 2024

Stephanie Coxon | Chair of the Audit Committee

4 September 2024

Financial statements \ Condensed statement of financial position

Karl Sternberg | Chairman 4 September 2024

Stephanie Coxon | Chair of the Audit Committee 4 September 2024

The accompanying notes form an integral part of these condensed financial statements.

30 June 2024 30 June 2024 31 December 2023 31 December 2023
At 30 June 2024 (unaudited) Notes £ Equivalent1 £ Equivalent1
Net Asset Value ("NAV") ('000) 1,236,833 1,047,931 1,294,164 1,121,924
Performance fee reserve 10 (6,576) (5,701)
Adjusted NAV ('000) 1,236,833 1,047,931 1,287,588 1,116,223
NAV per share 15 2.52 2.13 2.64 2.28
Adjusted NAV per share² 15 2.52 2.13 2.62 2.27
Six months ended
30 June 2024
Year ended
31 December 2023
Six months ended
30 June 2023
(%) (%) (%)
Total NAV Return (1.4%) 4.1% 2.4%

Alternative Performance Measures

Performance fees accrued from 1 January 2024 will now be settled in cash. This results in a liability being recognised on the statement of financial position instead of an equity settled reserve. Going forward, Total NAV and Total NAV Return represent the NAV net of the performance fee.

For periods prior to 1 January 2024, AGA uses the Alternative Performance Measures of Adjusted NAV and Total NAV Return. The purpose was to show shareholders the NAV which was due to them, net of the performance fee reserve.

Adjusted NAV was the NAV net of the share-based payment performance fee reserve. Adjusted NAV per share was calculated by dividing the Adjusted NAV by the total number of shares.

Total NAV Return for the period means the return on the movement in the Adjusted NAV per share at the end of the period together with all the dividends paid during the period divided by the Adjusted NAV per share at the beginning of the period. Adjusted NAV per share used in the calculation is rounded to 5 decimal places.

    1. The sterling equivalent has been calculated based on the GBP/EUR exchange rate at 30 June 2024 and 31 December 2023, respectively
    1. For the period from 1 January 2024 to 30 June 2024, the NAV per share and Adjusted NAV per share are equivalent as the performance fee accrues as a liability instead of a share-based equity reserve. For year ended 31 December 2023, Adjusted NAV per share represents the Adjusted NAV divided by the total number of shares

Financial statements \ Condensed statement of financial position continued

Six months ended Six months ended
30 June 2024 30 June 2023
For the six months ended 30 June 2024 (unaudited)
Notes
€'000 €'000
Income
Investment income 15,099 18,933
Net (losses)/gains on financial assets at FVTPL
8b
(29,191) 26,465
Net losses on financial liabilities at FVTPL
8c
(5,937)
Realised foreign currency gains/(losses) 263 (50)
Unrealised foreign currency (losses)/gains (116) 297
Total (loss)/income (13,945) 39,708
Operating and other expenses
Performance fee
10
(76) (3,069)
Management fee
9
(1,303) (1,821)
Administration and other operating expenses
6
(1,608) (1,385)
Total operating expenses (2,987) (6,275)
Total operating (loss)/income (16,932) 33,433
Finance costs
11
(1,934) (1,572)
(Loss)/profit before tax (18,866) 31,861
Tax
7
634 (81)
(Loss)/profit after tax (18,232) 31,780
Other comprehensive income
Total comprehensive (loss)/income attributable to shareholders (18,232) 31,780
(Loss)/earnings per share (cents)
15
Basic and diluted (3.71) 6.47
Adjusted1 (3.71) 6.45

The accompanying notes form an integral part of these condensed financial statements.

  1. The Adjusted earnings per share has been calculated based on the profit/(loss) attributable to ordinary shareholders over the weighted average number of ordinary shares in issue adjusted for performance shares awarded on a liquidation basis at 30 June 2024 and 31 December 2023, respectively, as per note 15

Financial statements \ Condensed statement of profit or loss and other comprehensive income

Shareholders'
capital
Treasury share
reserve
Retained reserves Total capital and
retained reserves
Share-based payment
performance fee
reserve
Total
Notes €'000 €'000 €'000 €'000 €'000 €'000
1,294,164
(18,232)
10 (6,576)
14 (159)
16 (32,364)
873,804 (159) 363,188 1,236,833 1,236,833
873,804






(159)
413,784
(18,232)


(32,364)
1,287,588
(18,232)

(159)
(32,364)
6,576

(6,576)

Shareholders'
capital
Treasury share
reserve
Retained reserves Total capital and
retained reserves
Share-based payment
performance fee
reserve
Total
For the year ended 31 December 2023 Notes €'000 €'000 €'000 €'000 €'000 €'000
Balance at 1 January 2023 873,804 425,572 1,299,376 1,299,376
Total comprehensive income attributable to shareholders 31,780 31,780 31,780
Share-based payment performance fee reserve movement 10 3,069 3,069
Dividends paid 16 (32,462) (32,462) (32,462)
Balance at 30 June 2023 873,804 424,890 1,298,694 3,069 1,301,763
Total comprehensive income attributable to shareholders 21,698 21,698 21,698
Share-based payment performance fee reserve movement 10 3,507 3,507
Dividends paid 16 (32,804) (32,804) (32,804)
Balance at 31 December 2023 873,804 413,784 1,287,588 6,576 1,294,164

The accompanying notes form an integral part of these condensed financial statements.

Financial statements \ Condensed statement of changes in equity

Six months ended Six months ended
For the six months ended 30 June 2024 (unaudited) Notes 30 June 2024
€'000
30 June 2023
€'000
Cash flows from operating activities
Interest received 14,928 17,818
Interest paid
Dividends received 94 148
Operating expenses paid (2,766) (3,058)
Tax 634
Capital calls paid to Private Equity Investments (38,132) (6,898)
Capital distributions received from Private Equity Investments 4,977 35,003
Purchase of Debt Investments (34,885) (9,885)
Sale of Debt Investments 86,186 8,396
Sale of Derived Equity 12,465 10,663
Net cash from operating activities 43,501 52,187
Cash flows used in financing activities
Financing costs paid (1,960) (1,606)
Dividends paid (32,298) (32,491)
Purchase of own shares 14 (6,569)
Revolving Credit Facility drawn 11 55,000
Revolving Credit Facility repaid 11 (55,000)
Net cash used in financing activities (40,827) (34,097)
Cash and cash equivalents at the beginning of the period 101,375 67,966
Net increase in cash and cash equivalents 2,674 18,090
Effect of foreign currency fluctuations on cash and cash equivalents (116) 297
Cash and cash equivalents at the end of the period 103,933 86,353

The accompanying notes form an integral part of these condensed financial statements.

Financial statements \ Condensed statement of cash flows

Financial statements \ Notes to the condensed interim financial statements (unaudited)

Apax Global Alpha Limited (the "Company" or "AGA") is a limited liability Guernsey company that was incorporated on 2 March 2015. The address of the Company's registered office is PO Box 656, East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3PP. The Company invests in Private Equity funds, listed and unlisted securities including debt instruments.

The Company's main corporate objective is to provide shareholders with capital appreciation from its investment portfolio and regular dividends. The Company's operating activities are managed by its Board of Directors and its investment activities are managed by Apax Guernsey Managers Limited (the "Investment Manager" or "AGML") under an investment management agreement ("IMA"). The Investment Manager obtains investment advice from Apax Partners LLP (the "Investment Advisor").

1 Reporting entity

Statement of compliance

These condensed interim financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting" as adopted by the European Union and should be read in conjunction with the Annual Report and Accounts 2023 which were prepared in accordance with International Financial Reporting Standards, as adopted by the European Union ("IFRS"). They do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of changes in the Company's financial position and performance since the last annual financial statements.

These condensed interim financial statements were authorised for issue by the Company's Board of Directors on 4 September 2024.

Basis of measurement

The financial statements have been prepared on the historic cost basis except for financial assets and financial liabilities, which are measured at FVTPL.

Going concern

The Directors consider that it is appropriate to adopt the going concern basis of accounting in preparing the financial statements. In reaching this assessment, the Directors have considered a wide range of information relating to present and future conditions (for at least 12 months from 4 September 2024, the authorisation date of these condensed financial statements), including the condensed statement of financial position, future projections (which include highly stressed scenarios), cash flows, Revolving Credit Facility, net current assets and the longer-term strategy of the Company. The Directors are satisfied, based on their assessment of reasonably possible outcomes, that the Company has sufficient liquidity, including the undrawn Revolving Credit Facility, to meet current and expected obligations up to the going concern horizon.

There are no new standards or changes to standards since the Annual Report and Accounts 2023 which significantly impact these condensed interim financial statements. The accounting policies applied by the Company in these condensed interim financial statements are consistent with those set out on pages 78 to 80 of Annual Report and Accounts 2023 other than the two new policies detailed below.

Performance fee

Historically, the Company's performance fees were equity setted in shares, resulting in AGA applying the requirements of IFRS 2 "Share-based Payment". This also resulted in Alternative Performance Measures such as Adjusted NAV being used in the reporting.

The Board and AGML signed a revised IMA agreement on 4 September 2024, where performance fees accrued from 1 January 2024 onwards would be paid in cash. There were no other changes to the performance fee and it remains subject to the same performance hurdles and fee rates. This amendment results in AGA accounting for the performance fee as a liability on balance sheet: "Performance fee accrued". The new accounting policy for this liability is detailed below:

"The Company recognises a performance fee accrued liability under liabilities on the statement of financial position. The expected performance fee is calculated on a liquidation basis on eligible assets. This is revised at each reporting period and the movement is credited or expensed through the statement of profit or loss and other comprehensive income."

Shareholders' capital and reserves

Treasury shares

The Company has the right to issue and purchase up to 14.99% of the issued share capital. When the Company purchases its own shares into treasury, the consideration paid is deducted from equity attributable to the Company's shareholders until the shares are cancelled or reissued. Further details are given in note 14. Ordinary Shares held in Treasury are excluded from calculations when determining earnings/(loss) per Ordinary Share or NAV per Ordinary Share.

2 Basis of preparation 3 Accounting policies

(ii) Judgements

The judgement that has the most significant effect on the amounts recognised in the Company's condensed interim financial statements relates to the valuation of fair value of the financial assets and liabilities held at FVTPL which have been accounted for accordingly, as shown in note 13b.

(iii) Assessment of the Company as an investment entity

The Board of Directors believes that the Company meets the definition of an investment entity per IFRS 10 as the following conditions exist:

  • the Company has obtained funds from investing shareholders for the purpose of providing them with professional investment and management services;
  • the Company's business purpose, which was communicated directly to investors, is investing for returns from capital appreciation and investment income; and
  • all of the Company's investments are measured and evaluated on a fair value basis.

As the Company believes it meets all the requirements of an investment entity as per IFRS 10 "Consolidated Financial Statements", it is required to measure all subsidiaries at fair value rather than consolidating them on a line-by-line basis.

In preparing these condensed interim financial statements, the Company makes judgements and estimates that affect the reported amounts of assets, liabilities, income and expenses. Actual results could differ from those estimates. Estimates and judgements are continually evaluated and are based on the Board of Directors and Investment Manager's experience and their expectations of future events. Revisions to estimates are recognised prospectively.

(i) Estimates

The estimate that has the most significant effect on the amounts recognised in the Company's condensed interim financial statements relates to valuation of financial assets and financial liabilities held at FVTPL other than those traded in an active market.

The Investment Manager is responsible for the preparation of the Company's valuations and meets quarterly to discuss and approve the key valuation assumptions. The meetings are open to the Board of Directors and the Investment Advisor to enable them to challenge the valuation assumptions and the proposed valuation estimates and to the external auditor to observe. On a quarterly basis, the Board of Directors review and approve the final NAV calculation before it is announced to the market.

The Investment Manager also makes estimates and assumptions concerning the future and the resulting accounting estimates will, by definition, seldom equal the related actual results. The assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are outlined in note 13.

4 Critical accounting estimates and judgements

Segmental analysis

Total
€'000
Private Equity
Investments
Debt Investments Derived Equity Central functions1 Total
Condensed statement of profit or loss and other comprehensive income for the six months ended 30 June 2024 €'000 €'000 €'000 €'000 €'000
Investment income 13,472 1,627 15,099
Net (losses)/gains on financial assets at FVTPL (22,824) (8,010) 1,643 (29,191)
Net gains on financial liabilities at FVTPL
Realised foreign exchange gains 184 79 263
Unrealised foreign currency losses (116) (116)
Total (loss)/income (22,824) 5,646 1,643 1,590 (13,945)
Performance fees2 - (76) (76)
Management fees (56) (1,219) (28) (1,303)
Administration and other operating expenses (52) (31) (1,525) (1,608)
Total operating expenses (56) (1,271) (135) (1,525) (2,987)
Total (loss)/income less operating expenses (22,880) 4,375 1,508 65 (16,932)
Finance costs (1,934) (1,934)
(Loss)/profit before taxation (22,880) 4,375 1,508 (1,869) (18,866)
Tax 634 634
Total comprehensive (loss)/income attributable to shareholders (22,880) 5,009 1,508 (1,869) (18,232)
Condensed statement of financial position at 30 June 2024 Private Equity
Investments
€'000
Debt Investments
€'000
Derived Equity
€'000
Cash and other
NCAs3
€'000
Total
€'000
Total assets 901,074 226,101 4,708 106,558 1,238,441
Total liabilities - - (76) (1,532) (1,608)
NAV 901,074 226,101 4,632 105,026 1,236,833
Total
€'000

The segmental analysis of the Company's results and financial position, is set out below. From the year ended 31 December 2023, the Company's segment Derived Investments has been disclosed as two separate segments, Debt Investments and Derived Equity. These investment segments follow different investment strategies as monitored by the Chief Operating Decision Maker, the Board of Directors, which monitors the portfolio allocation to ensure that it is in line with the investment strategy and to provide investors with better transparency on the two respective investment strategies within this portfolio. Comparative segmental data has been reclassified to show this additional level of granularity.

Reportable segments

    1. Central functions represents interest income earned on cash balances and general administration and finance costs that cannot be allocated to investment segments
    1. Represents the movement in each respective portfolio's overall performance fee reserve
    1. NCAs refers to "net current assets" of the Company

5

Reportable segments continued

Total
€'000
Private Equity
Investments
Debt Investments Derived Equity Central functions1 Total
Condensed statement of profit or loss and other comprehensive income for the six months ended 30 June 2023 (reclassified) €'000 €'000 €'000 €'000 €'000
Investment income 18,785 148 18,933
Net gains on financial assets at FVTPL 22,022 3,512 931 26,465
Net losses on financial liabilities at FVTPL (5,937) (5,937)
Realised foreign exchange (losses)/gains (68) 51 (33) (50)
Unrealised foreign currency gains 297 297
Total income 16,085 22,229 1,130 264 39,708
Performance fees2 (2,868) (201) (3,069)
Management fees (60) (1,713) (48) (1,821)
Administration and other operating expenses (39) (36) (1,310) (1,385)
Total operating expenses (60) (4,620) (285) (1,310) (6,275)
Total income/(loss) less operating expenses 16,025 17,609 845 (1,046) 33,433
Finance costs (1,572) (1,572)
Profit/(loss) before taxation 16,025 17,609 845 (2,618) 31,861
Tax (81) (81)
Total comprehensive income/(loss) attributable to shareholders 16,025 17,528 845 (2,618) 31,780
Private Equity Cash and other
Investments Debt Investments Derived Equity ncas3 Total
Condensed statement of financial position at 31 December 2023 €'000 €'000 €'000 €'000 €'000
Total assets 891,236 296,397 15,541 103,947 1,307,121
Total liabilities (495) (10,773) - (1,689) (12,957)
NAV 890,741 285,624 15,541 102,258 1,294,164
    1. Central functions represents interest income earned on cash balances and general administration and finance costs that cannot be allocated to investment segments
    1. Represents the movement in each respective portfolio's overall performance fee reserve
    1. NCAs refers to "net current assets" of the Company

Administration and other operating expenses

Taxation 7

6

The Company has no employees and there were no pension or staff cost liabilities incurred during the year.

The Company is exempt from taxation in Guernsey under the provisions of the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 and is charged an annual exemption fee of £1,600 (30 June 2023: £1,200).

The Company may be required, at times, to pay tax in other jurisdictions as a result of specific trades in its investment portfolio. During the period ended 30 June 2024, the Company received a refund of witholding tax, related to tax incurred on debt interest in the United Kingdom, resulting in a net tax receipt of €0.6m (30 June 2023: €0.1m payment). No deferred income taxes were recorded as there are no timing differences.

Six months ended Six months ended
30 June 2024 30 June 2023
Notes €'000 €'000
Director's fees 197 181
Administration and other fees
9
404 332
Corporate and investor relations services fee
9
232 249
Deal transaction, custody and research costs 83 75
Legal and other professional fees 63
General expenses 566 489
Auditors' remuneration
Statutory audit
Other assurance services – interim review 63 59
Total administration and other operating expenses 1,608 1,385

8a Financial instruments held at FVTPL

8 Investments

Six months ended
30 June 2024
Year ended
31 December 2023
€'000 €'000
Private Equity Investments 901,074 890,740
Private Equity financial assets 901,074 891,235
Private Equity financial liabilities (495)
Debt Investments1 224,524 294,213
Derived Equity 4,708 15,541
Closing fair value 1,130,306 1,200,494
Financial assets held at FVTPL 1,130,306 1,200,989
Financial liabilities held at FVTPL (495)
Six months ended Year ended Six months ended
30 June 2024 31 December 2023 30 June 2023
€'000 €'000 €'000
Opening fair value 1,200,494 1,235,137 1,235,137
Calls 38,157 89,699 6,898
Distributions (4,999) (90,431) (35,009)
Purchases 24,051 45,154 5,913
Sales (98,206) (111,263) (19,062)
Net gains/(losses) on financial assets at FVTPL (29,191) 29,555 26,465
Net gains/(losses) on financial liabilities at FVTPL 2,643 (5,937)
Closing fair value 1,130,306 1,200,494 1,214,405
Financial assets held at FVTPL 1,130,306 1,200,989 1,225,429
Financial liabilities held at FVTPL (495) (11,024)
  1. Included in Debt Investments and throughout the financial statements is the fair value of the debt investment held by the subsidiary, see note 8(d) for further details

8c Net gains/(losses) on financial liabilities at FVTPL

Six months ended
30 June 2024
Six months ended
30 June 2023
Private Equity financial assets €'000 €'000
Gross unrealised gains 20,368 36,900
Gross unrealised losses (43,343) (45,039)
Total net unrealised losses on Private Equity financial assets (22,975) (8,139)
Gross realised gains 151 30,161
Total net realised gains on Private Equity financial assets 151 30,161
Total net (losses)/gains on Private Equity financial assets (22,824) 22,022
Debt Investments
Gross unrealised gains 5,772 10,225
Gross unrealised losses (5,947) (6,772)
Total net unrealised (losses)/gains on Debt Investments (175) 3,453
Gross realised gains 3,099 84
Gross realised losses (10,934) (25)
Total net realised (losses)/gains on Debt Investments (7,835) 59
Total net (losses)/gains on Debt Investments (8,010) 3,512
Derived Equity
Gross unrealised gains 3,778 4,833
Gross unrealised losses (504) (936)
Total net unrealised gains on Derived Equity 3,274 3,897
Gross realised gains 2 0
Gross realised losses (1,633) (2,966)
Total net realised losses on Derived Equity (1,631) (2,966)
Total net gains on Derived Equity 1,643 931
Total net (losses)/gains on investments at fair value through profit or loss (29,191) 26,465
Six months ended Six months ended
30 June 2024 30 June 2023
€'000 €'000
Private Equity financial liabilities
Gross unrealised gains
Gross unrealised losses (5,937)
Total net unrealised losses on Private Equity financial liabilities (5,937)

8b Net gains/(losses) on financial assets at FVTPL

Investments in subsidiaries

Involvement with unconsolidated structured entities 8e

8d

The Company established two wholly-owned subsidiaries in 2021 for investment purposes. In accordance with IFRS 10, these subsidiaries have been determined to be controlled subsidiary investments, which are measured at fair value through profit or loss and are not consolidated. The fair value of these subsidiary investments, as represented by their NAV, is determined on a consistent basis to all other investments measured at fair value through profit or loss.

The table below describes these unconsolidated subsidiaries. The maximum exposure is the loss in the carrying amount of the financial assets held.

The Company's Private Equity Investments are considered to be unconsolidated structured entities. Their nature and purpose is to invest capital on behalf of their limited partners. These Private Equity Investments pursue sector-focused strategies, investing in four key sectors: Tech, Services, Healthcare and Internet/Consumer. The Company commits to a fixed amount of capital, in the form of a commitment to these Private Equity Investments, which may be drawn (and returned) over the life of the fund. The Company pays capital calls when due and receives distributions from the Private Equity Investments, once an asset has been sold.

The liquidity risk section of note 12 summarises outstanding commitments and recallable distributions to the 11 underlying Private Equity Investments held which amounted to €903.5m at 30 June 2024 (31 December 2023: €919.3m). The fair value of these were €901.1m at 30 June 2024 (31 December 2023: €890.7m), whereas total value of the Private Equity funds was €22.0bn (31 December 2023: €21.7bn). During the period, the Company did not provide financial support and has no intention of providing financial or other support to these unconsolidated structured entities.

The Company transferred an investment in a Debt Investment to Alpha US Holdings L.P. during 2021. Net flows from subsidiaries are summarised below. Total fair value has also been included in Debt Investments above as related to the Debt portfolio.

Name of subsidiary Formation date Type of fund Proportion of ownership interest and
voting power held
Principal place of business and place
of incorporation
FVTPL
€'000
Alpha US Holdings L.P. 21 October 2021 Special purpose entity 100% United States of America 10,785
Alpha US GP LLC 12 October 2021 Special purpose entity 100% United States of America
Six months ended Year ended
30 June 2024 31 December 2023
€'000 €'000
Opening fair value 9,888 9,598
Fair value movement on investment subsidiaries 897 290
Closing fair value 10,785 9,888
Debt investment held at FVTPL 10,910 9,988
Other net current liabilities (125) (100)
Closing fair value 10,785 9,888

9 Related party transactions

The Investment Manager was appointed by the Board of Directors under a discretionary Investment Management Agreement ("IMA") dated 22 May 2015 and amendments dated 22 August 2016 and 2 March 2020, which sets out the basis for the calculation and payment of the management and performance fees.

Management fees earned by the Investment Manager decreased in the period to €1.3m (30 June 2023: €1.8m), of which €0.6m was included in accruals at 30 June 2024. The management fee is calculated in arrears at a rate of 0.5% per annum on the fair value of non-fee paying Private Equity Investments and Derived Equity and 1.0% per annum on the fair value of Debt Investments.

The Investment Manager is also entitled to a performance fee. The performance fee is calculated based on the overall gains or losses net of management fees and Direct Deal costs (being costs directly attributable to due diligence and execution of investments) in each financial year. When the portfolio Total Return hurdle is met a performance fee arises. Further details are included in note 10.

The IMA automatically renews every three years unless written notice to terminate the IMA is served one year in advance of the renewal date by either the Investment Manager or the Company (by a special resolution). The Company is required to pay the Investment Manager all fees and expenses accrued and payable for the notice period through to the termination date.

The Investment Advisor has been engaged by the Investment Manager to provide advice on the investment strategy of the Company. An Investment Advisory Agreement ("IAA"), dated 22 May 2015 and an amendment dated 22 August 2016, exists between the two parties. Though not legally related to the Company, the Investment Advisor has been determined to be a related party. The Company paid no fees and had no transactions with the Investment Advisor during the period (30 June 2023: €Nil).

The Company has an Administration Agreement with Aztec Financial Services (Guernsey) Limited ("Aztec") dated 22 May 2015. Under the terms of the agreement, Aztec has delegated some of the Company's accounting and bookkeeping to Apax Partners Fund Services Limited ("APFS"), a related party of the Investment Advisor, under a sub-administration agreement dated 22 May 2015. A fee of €0.3m (30 June 2023: €0.3m) was paid by the Company in respect of administration fees and expenses, of which €0.2m (30 June 2023: €0.2m) was paid to APFS.

Separately, the Company entered into a service agreement with Apax Partners LLP and its affiliate, APFS, for corporate and investor services, with a fee calculated as 0.04% of the Invested Portfolio per annum. During the period, a fee of €0.2m (30 June 2023: €0.2m) was paid by the Company to APFS.

At 30 June 2024, the Company has an intercompany balance outstanding with the subsidiary Alpha US Holdings L.P. of €0.1m. This relates to administration fees incurred by the subsidiary and paid by the Company. See note 8(d) for further details.

On 1 May 2024, Stephanie Coxon succeeded Susie Farnon as Chair of the Audit Committee of the Board of Directors. Post period-end, there were changes to the composition of the Board of Directors and Audit Committee. On 1 July 2024, Tim Breedon retired as Chairman from the Board, succeeded by Karl Sternberg. On 3 July 2024, Alex Denny was appointed as a Non-Executive Director to both the Board and Audit Committee.

% of total shares in % of total shares in
30 June 2024 issue 31 December 2023 issue
Karl Sternberg 25,800 0.005% 12,500 0.003%
Susie Farnon 43,600 0.009% 43,600 0.009%
Mike Bane 18,749 0.004% 18,749 0.004%
Stephanie Coxon 10,000 0.002% 10,000 0.002%
Tim Breedon (Retired 1 July 2024) 78,000 0.016% 70,000 0.014%

30 June 2024 31 December 2023 30 June 2023
Performance fee reserve €'000 €'000 €'000
Opening performance fee reserve 6,576
Performance fee charged to statement of profit or loss and other comprehensive income 6,576 3,069
Performance fee settled (6,576)
Closing performance fee reserve 6,576 3,069
Net portfolio Total
Return hurdle¹
Performance
fee rate
Debt Investments 6% 15%
Derived Equity 8% 20%
Eligible Private Equity Investments 8% 20%

The performance fee is payable on an annual basis once the hurdle threshold is met by eligible portfolios. Performance fees are only payable to the extent they do not dilute the returns below the required benchmark for each respective portfolio as detailed in the table below. Additionally, net losses are carried forward and netted against future gains. The table below summarises the performance fee hurdles and percentage payable by eligible portfolio.

  1. Net portfolio Total Return means the sub-portfolio performance in a given period is calculated by taking total gains or losses and dividing them by the sum of Gross Asset Value at the beginning of the period and the time-weighted net invested capital. The time-weighted net invested capital is the sum of investments made during the period less realised proceeds received during the period, both weighted by the number of days the capital was at work in the portfolio. Net portfolio Total Return is gross of performance fees but net of management fees and relevant Direct Deal costs
30 June 2024 31 December 2023 30 June 2023
Performance fee accrued €'000 €'000 €'000
Opening performance fee accrued
Performance fee charged to statement of profit or loss and statement of financial position 76
Performance fee settled
Closing performance fee accrued 76

10 Performance fee

Historically, the Company's performance fees were setted in shares, resulting in Alternative Performance Measures such as Adjusted NAV being used in the reporting.

On 4 September 2024, the Board approved an amendment to the settlement of performance fees, with fees accrued from 1 January 2024 onwards to be paid in cash to the Investment Manager. This results in a liability being recognised on the statement of financial position instead of an equity settled reserve. There were no other changes to the performance fee and it remains subject to the same performance hurdles and fee rates.

For periods before 1 January 2024, the performance fee is payable by way of ordinary shares of the Company. In accordance with IFRS 2 "Share-based Payment", performance fee expenses are charged through the statement of profit or loss and other comprehensive income and allocated to a share-based payment performance fee reserve in equity.

In the six months ended 30 June 2024, 3,623,909 of ordinary shares, equivalent to €6.6m, were purchased by the Company in the market and then subsequently transferred to the Investment Manager to settle the performance fee accrued at 31 December 2023 (30 June 2023: €nil). See note 14 for further details.

At 30 June 2024, management's best estimate of the expected performance fee was calculated on the eligible portfolio on a liquidation basis. The performance fee accrued has been included in liabilities on the statement of financial position.

11 Revolving Credit Facility and finance costs

Six months ended Year ended Six months ended
30 June 2024 31 December 2023 30 June 2023
€'000 €'000 €'000
Interest paid 446 446
Arrangement fee 496 75
Non-utilisation fee 1,438 2,533 1,126
Total finance costs 1,934 3,054 1,572

The Company entered into a multi-currency Revolving Credit Facility of €250m with SMBC Bank International plc and JPMorgan Chase Bank, N.A., London Branch, on 5 September 2023, for general corporate purposes replacing the facility held with Credit Suisse AG, London Branch. The facility has an initial term of two-and-a-half years; the interest rate charged is SOFR or EURIBOR plus a margin between 300-335bps and a non-utilisation fee of 115bps per annum. For the period to 30 June 2024 the facility was unutilised.

On 1 March 2024 the facility was extended by six months, with a new expiry date of 4 September 2026, with no changes to the terms noted above. Post period-end, on 16 August 2024 the facility was extended by a further six months, with a new expiry date of 4 March 2027, again with no changes to the terms noted above.

Summary of finance costs are detailed in the table below:

Under the Loan Agreement, the Company is required to provide Private Equity Investments as collateral for each utilisation. The loan-to-value must not exceed 35% of the eligible Private Equity NAV, which the Company met throughout the period. There were no covenant breaches during the period. As at 30 June 2024, the facility was undrawn (30 June 2023: €Nil).

12 Financial risk management

30 June 2024 31 December 2023
€'000 €'000
Private Equity Investments 80% 74%
Private Equity financial assets 80% 74%
Private Equity financial liabilities 0% 0%
Debt Investments 20% 25%
Derived Equity 0% 1%
Total 100% 100%

The Company's activities expose it to a variety of financial risks: liquidity risk, credit risk and market risk. There have been no material changes in the Company's exposure to liquidity risk or credit risk, whilst market risk changes were limited to changes in price risk in the period since 31 December 2023.

The Company holds a variety of financial instruments in accordance with its Investment Management strategy. The investment portfolio comprises Private Equity Investments, Debt Investments and Derived Equity as shown in the table below:

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. Such obligations are met through a combination of liquidity from Private Equity distributions, the sale of investments, Revolving Credit Facility, as well as cash resources. In accordance with the Company's policy, the Investment Manager monitors the Company's liquidity position on a regular basis; the Board of Directors also reviews it, at a minimum, on a quarterly basis.

The Company invests in three portfolios, Private Equity Investments, Debt Investments and Derived Equity. Each portfolio has a different liquidity profile.

The Debt portfolio has a mixed liquidity profile as some positions may not be readily realisable due to an inactive market or due to other factors such as restricted trading windows during the period. Debt Investments held in actively traded bonds are considered to be readily realisable.

The Derived Equity portfolio consists of unlisted equity which may not be readily realisable due to an inactive market.

The Company's Private Equity Investments are not readily realisable although, in some circumstances, they could be sold in the secondary market, potentially at a discounted price. The timing and quantum of Private Equity distributions is difficult to predict, however, the Company has some visibility on capital calls as the majority of the underlying funds operate capital call facilities. These are typically drawn by the underlying funds for periods of c.12 months to fund investments and fund operating expenses. Reporting from these Private Equity Investments provides reasonable visibility of calls for this period.

The table below summarises the maturity profile of the Company's financial liabilities, commitments and recallable distributions at 30 June 2024 based on contractual undiscounted repayment obligations. The contractual maturities of most financial liabilities are less than three months, with the exception of the Revolving Credit Facility and commitments to Private Equity Investments, where their expected cash flow dates are summarised in the tables below.

The Company does not manage liquidity risk on the basis of contractual maturity; instead the Company manages liquidity risk based on expected cash flows.

Up to 3 months 3–12 months 1–5 years Total
30 June 2024 €'000 €'000 €'000 €'000
Accrued expenses 1,532 1,532
Performance fee accrued 76 76
Private Equity Investments' outstanding commitments and recallable distributions 55,418 94,753 753,289 903,460
Debt Investment commitments 952 2,648 3,600
Total 57,902 97,477 753,289 908,668
Up to 3 months 3–12 months 1–5 years Total
31 December 2023 €'000 €'000 €'000 €'000
Investment payables 10,773 10,773
Accrued expenses 1,689 1,689
Private Equity Investments' outstanding commitments and recallable distributions 27,420 110,130 781,781 919,331
Debt Investment commitments 5,656 5,656
Total 39,882 115,786 781,781 937,449

12a Liquidity risk

The Company has outstanding commitments and recallable distributions to Private Equity Investments as summarised below:

At 30 June 2024, the Company had undrawn commitments and recallable distributions of €903.5m (31 December 2023: €919.3m). Within 12 months, €139.2m (31 December 2023: €137.6m) is expected to be drawn mainly due to Apax XI and Apax X. Additionally, the Company expects draw downs of €3.6m from Debt Investments in the next 12 months for delayed draw and Revolving Credit Facility debt positions held.

As explained in note 11, the Company has access to a Revolving Credit Facility up to €250.0m to bridge short-term liquidity including to meet calls from Private Equity Investments or settle Debt Investments and Derived Equity.

At period-end, the Company's investments are recorded at fair value. The remaining assets and liabilities are of a short-term nature and their fair values approximate their carrying values.

30 June 2024 31 December 2023
€'000 €'000
Apax Europe VI 225 225
Apax Europe VII 1,030 1,030
Apax VIII 14,703 14,475
Apax IX 30,157 29,694
Apax X 63,195 67,993
Apax XI 642,180 642,294
AMI Opportunities 6,469 6,491
AMI Opportunities II 33,527 35,346
Apax Digital Fund 4,619 7,541
Apax Digital Fund II 61,924 69,357
Apax Global Impact 45,431 44,885
Total 903,460 919,331

The Company summarises market risk into four main components: price risk, currency risk, interest rate risk and concentration risk. Currency movements were in favour of the Company during the period and though interest rates have remained high, it had a limited impact on the Company as it has no outstanding borrowings; additionally, the majority of the Debt portfolio is held in floating rate notes which have benefited from higher interest yields. The Invested Portfolio's concentration was in line with year-end and remains diversified across four main sectors (Tech, Services, Healthcare and Internet/Consumer).

12b Market risk

Price risk

The Company is exposed to price risk on its Private Equity Investments, Debt Investments and Derived Equity. The exposure to price risk is actively monitored by the Investment Manager. The table below reflects the blended sensitivity of price risk of the Invested Portfolio and the impact on NAV:

Base case Bull case (+20%) Bear case (-20%)
30 June 2024 €'000 €'000 €'000
Financial assets 1,130,306 1,356,367 904,245
Financial liabilities
Change in NAV and profit 226,061 (226,061)
Change in NAV (%) 18% -18%
Change in total income -1621% 1621%
Change in profit for the period -1240% 1240%
Base case Bull case (+20%) Bear case (-20%)
31 December 2023 €'000 €'000 €'000
Financial assets 1,200,989 1,441,187 960,791
Financial liabilities (495) (396) (594)
Change in NAV and profit 240,099 (240,099)
Change in NAV (%) 19% -19%
Change in total loss 343% -343%
Change in loss for the year 449% -449%

13a Investments measured at fair value

IFRS 13 "Fair Value Measurement" requires the Company to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used to make those measurements. The fair value hierarchy has the following levels:

  • Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).
  • Valuation techniques based on observable inputs (other than quoted prices included within level 1), that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). This category includes instruments valued using: quoted market prices in active markets for similar but not identical instruments; quoted prices for identical instruments in markets that are not considered to be active; and other valuation techniques where all the significant inputs are directly or indirectly observable from market data (level 2).
  • Valuation techniques for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability.

The determination of what constitutes "observable" requires significant judgement by the Company. The Company considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The Company also determines if there is a transfer between each respective level at the end of each reporting period based on the valuation information available.

The following table analyses within the fair value hierarchy the Company's financial assets and financial liabilities (by class) measured at fair value at 30 June 2024:

IFRS 13 requires the Company to describe movements in and transfers between levels of the fair value hierarchy. The Company determines if there is a transfer between each respective level at the end of each reporting period based on the valuation information available.

There was one transfer between level 2 and level 3 due to a judgemental credit quality adjustment being applied to the valuation during the period to 30 June 2024 (30 June 2023: no transfers), but none between level 1 and level 2.

Level 1 Level 2 Level 3 Total
Assets and liabilities €'000 €'000 €'000 €'000
Private Equity financial assets 901,074 901,074
Private Equity financial liabilities
Debt Investments 9,761 201,515 13,248 224,524
Derived Equity 4,708 4,708
Total 9,761 201,515 919,030 1,130,306
Level 1 Level 2 Level 3 Total
Assets €'000 €'000 €'000 €'000
Private Equity financial assets 891,235 891,235
Private Equity financial liabilities (495) (495)
Debt Investments 9,952 274,273 9,988 294,213
Derived Equity 10,329 5,212 15,541
Total 20,281 274,273 905,940 1,200,494

The following table analyses within the fair value hierarchy the Company's financial assets and liabilities (by class) measured at fair value at 31 December 2023:

13 Fair value estimation

Movements in level 3 investments are summarised in the table below:

The unrealised losses attributable to only assets and liabilities held at 30 June 2024 were €24.1m (31 December 2023: €9.2m).

13b Significant unobservable inputs used in measuring fair value

Six months ended 30 June 2024 Year ended 31 December 2023
Private Equity
Investments €'000
Debt Investments
€'000
Derived Equity
€'000
Total
€'000
Private Equity
Investments €'000
Debt Investments
€'000
Derived Equity
€'000
Total
€'000
Opening fair value 890,740 9,988 5,212 905,940 870,958 9,658 5,152 885,768
Additions 38,157 38,157 89,699 89,699
Disposals and repayments (4,999) (4,999) (90,431) (90,431)
Realised gains on financial assets 151 151 30,109 30,109
Unrealised (losses)/gains on financial (22,975) (622) (504) (24,101) (12,238) 330 60 (11,848)
assets
Unrealised gains on financial liabilities 2,643 2,643
Transfers into level 3 3,882 3,882
Closing fair value 901,074 13,248 4,708 919,030 890,740 9,988 5,212 905,940
Financial assets held at FVTPL 901,074 13,248 4,708 919,030 891,235 9,988 5,212 906,435
Financial liabilities held at FVTPL (495) (495)

31 December 2023 valuation €'000

(495)

Description Valuation technique Significant
unobservable inputs
Sensitivity to changes in significant
unobservable inputs
30 June 2024
valuation €'000
31 December 2023
valuation €'000
Private Equity financial assets NAV adjusted for carried
interest
NAV The Company does not apply further discount or
liquidity premiums to the NAV statements.
A movement of 10% in the value of Private Equity
Investments would move the NAV at the period-end by
7.3% (31 December 2023: 6.9%).
901,074 891,235
Private Equity financial liabilities (495)
Debt Investments The Company holds a
convertible preferred
instrument, the value
of which is determined
by the probability
weighted average of the
instrument converting
or not converting at the
Probability of
conversion
On a look-through basis the Company held one debt position
(31 December 2023: one) which had probability of conversion
of 40% applied.
A movement of 10% in the conversion percentage
would result in a movement of 0.0% on NAV at period-end
(31 December 2023: 0.0%).
10,910 9,988
valuation date.
Debt is valued by market
prices if available and
relevant in size and date.
Credit quality
adjustment
The Company held one debt position (31 December 2023: nil),
with a credit quality adjustment applied. A movement of 10%
in the risk premium would result in a movement of 0.0% on
NAV at year-end. (31 December 2023: nil).
2,338
Derived Equity Comparable company
earnings multiples and/
or precedent transaction
analysis
Comparable
company
multiples
The Company held two equity positions (31 December 2023:
two) which were valued using comparable company multiples.
The average multiple was 8.6x (31 December 2023: 8.9x).
A movement of 10% in the multiple applied would move the
NAV at period-end by 0.1% (31 December 2023: 0.1%).
4,708 5,212

The table below sets out information about significant unobservable inputs used in measuring financial instruments categorised as level 3 in the fair value hierarchy:

13b Significant unobservable inputs used in measuring fair value continued

30 June 2024
30 June 2023
no. of shares
no. of shares
Ordinary shares outstanding at the beginning of the period
491,100,768
491,100,768
Purchase of own shares
(3,708,909)
-
Performance shares
(3,623,909)
-
Treasury shares
(85,000)
-
Transfer of shares
3,623,909
-
10
Ordinary shares outstanding at the end of the period
491,015,768
491,100,768
Ordinary shares in issue
491,100,768
491,100,768
Six months ended Six months ended
Treasury shares
85,000
-

14 Shareholders' capital

At 30 June 2024, the Company had 491,100,768 ordinary shares fully paid with no par value in issue (31 December 2023: 491,100,768 shares). All ordinary shares rank pari passu with each other, including voting rights.

During the period to 30 June 2024, a total of 3,708,909 ordinary shares were repurchased in the market, including 3,623,909 of performance shares that were transferred to AGML to settle the performance fee payable (see note 10). The remaining 85,000 ordinary shares were purchased for a total cost of €0.1m (average cost per share of 158p). These shares were held in a treasury share reserve account at the period-end.

The Company has one share class; however, a number of investors are subject to lock-up periods, which restricts them from disposing of ordinary shares issued at admission. For investors which had five-year lock-up periods at admission, all of these shares have been released following the fifth anniversary on 15 June 2020. For investors with ten-year lock-up periods, 20% of ordinary shares were released from lock-up on 15 June 2021, with a further 20% being released annually until 15 June 2025. Additionally, performance shares historically awarded to the Investment Manager were subject to a one-year lock-up from the date of receipt.

15 Earnings and NAV per share

At 30 June 2024, there were no items that would cause a dilutive effect on earnings per share (2023: Nil). The adjusted earnings per share has been calculated based on the profit attributable to shareholders adjusted for the total accrued performance fee at period-end over the weighted average number of ordinary shares outstanding. This has been calculated on a full liquidation basis.

Six months ended Six months ended
Earnings 30 June 2024 30 June 2023
(Loss)/profit for the period attributable to equity shareholders: €'000 (18,232) 31,780
Total weighted ordinary shares outstanding at period-end 491,099,614 491,100,768
Dilutive adjustments
Total diluted weighted ordinary shares 491,099,614 491,100,768
Effect of performance fee adjustment on ordinary shares
Performance shares to be awarded based on a liquidation basis1 1,428,595
Adjusted shares2 491,099,614 492,529,363
Earnings/(loss) per share (cents)
Basic (3.71) 6.47
Diluted (3.71) 6.47
Adjusted (3.71) 6.45
30 June 2024 31 December 2023
NAV €'000
NAV at end of period 1,236,833 1,294,164
NAV per share (€)
NAV per share 2.52 2.64
Adjusted NAV per share 2.52 2.62
    1. For periods prior to 1 January 2024, the number of performance shares is calculated inclusive of deemed realised performance shares that would be issued utilising the theoretical performance fee payable calculated on a liquidation basis. For periods after 1 January 2024, as performance fees accrued are to be settled in cash, no adjustments are required
    1. For periods after 1 January 2024, as performance fees accrued are to be settled in cash, no adjustments are required. For periods prior to 1 January 2024, the calculation of Adjusted Shares above assumes that new shares were issued by the Company to the Investment Manager in lieu of the performance fee. As per the prospectus, the Company may also purchase shares from the market if the Company is trading at a discount to its NAV per share. In such a case, the Adjusted NAV per share would be calculated by taking the NAV at the period-end adjusted for the performance fee reserve and then divided by the current number of ordinary shares in issue. At 30 June 2023, the Adjusted NAV per share for both methodologies resulted in an Adjusted NAV per share of €2.62 respectively

Capital management and dividends 16

Subsequent events 17

Six months ended 30 June 2024 Six months ended 30 June 2023
Dividends paid to shareholders during the year €'000 £'000 £ €'000 £'000 £
Final dividend paid for 2023/2022 32,364 6.59c 27,698 5.64p 32,462 6.61c 28,582 5.82p
Total 32,364 6.59c 27,698 5.64p 32,462 6.61c 28,582 5.82p
Six months ended 30 June 2024 Six months ended 30 June 2023
Dividends proposed €'000 £'000 £ €'000 £'000 £
Interim dividend proposed 31,961 6.52 26,961 5.50p 32,804 6.63c 27,993 5.70p
Total 31,961 6.52 26,961 5.50p 32,804 6.63c 27,993 5.70p

On 4 March 2024, the Board approved the final dividend for 2023, 5.64 pence per share (6.59 cents euro equivalent) (2022: 5.82 pence per share (6.61 cents euro equivalent)). This represents 2.5% of the Company's euro NAV at 31 December 2023 and was paid on 4 April 2024.

On 4 September 2024, the Board approved an interim dividend for the six months ended 30 June 2024, 5.50 pence per share (6.52 cents euro equivalent) (2023: 5.70 pence per share (6.63 cents euro equivalent)).

The Board considered the Company's future liquidity position and ability to pay dividends and deemed it appropriate to maintain payment of the interim dividend in respect of the six months to 30 June 2024.

At the end of June, the Board announced a new capital allocation framework. This included fixing the dividend at 11p per annum, paid semi-annually, equivalent to 5.2% of 30 June 2024 NAV, as well as announcing a Distribution Pool of up to 5% of NAV from excess cash flow from realisations which will be used to buy back shares if the discount is wider than 23%.

The ordinary shares are listed on the London Stock Exchange ("ticker: APAX"). The Board receives regular reporting from its corporate broker which provides insight into shareholder sentiment and movements in the NAV per share discount. When considering share buybacks, the Board will also take into account market sentiment and the trading of its peer group.

The Company's capital management objectives are to maintain a strong capital base to ensure the Company will continue as a going concern, maximise capital appreciation and provide regular dividends to its shareholders. The Company's capital comprises non-redeemable ordinary shares and retained reserves.

Post period-end, there were changes to the composition of the Board of Directors and Audit Committee. On 1 July 2024, Tim Breedon retired as Chairman from the Board, succeeded by Karl Sternberg. On 3 July 2024, Alex Denny was appointed as a Non-Executive Director to both the Board and Audit Committee.

On 16 August 2024, the Revolving Credit Facility was extended by six months, with a new expiry date of 4 March 2027.

On 4 September 2024, the Board approved an interim dividend for the six months ended 30 June 2024, 5.50 pence per share (6.52 cents euro equivalent).

On 4 September 2024, the Board approved an amendment to the IMA, where performance fees accrued from 1 January 2024 will now be settled in cash. This results in a liability being recognised on the statement of financial position instead of an equity settled reserve.

Directors (all Non-Executive)

Karl Sternberg (Chairman) (appointed 1 March 2024) Stephanie Coxon (Chair of the Audit Committee) Susie Farnon Mike Bane Alex Denny (appointed 3 July 2024) Tim Breedon CBE (retired 1 July 2024) Chris Ambler (retired 1 March 2024)

Registered office of the Company

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

Investment Manager

Apax Guernsey Managers Limited

Third Floor, Royal Bank Place 1 Glategny Esplanade St Peter Port Guernsey GY1 2HJ Channel Islands

Investment Advisor

Apax Partners LLP

1 Knightsbridge London SW1X 7LX United Kingdom www.apax.com

Administrator, Company Secretary and Depositary

Aztec Financial Services (Guernsey) Limited PO Box 656 East Wing Trafalgar Court Les Banques St Peter Port Guernsey GY1 3PP Channel Islands Tel: +44 (0)1481 749 700 [email protected] www.aztecgroup.co.uk

Corporate broker

Jefferies International Limited 100 Bishopsgate London EC2N 4JL United Kingdom

Registrar

Link Asset Services

Mont Crevelt House Bulwer Avenue St Sampson Guernsey GY2 4LH Channel Islands Tel: +44 (0) 871 664 0300 [email protected] www.linkassetservices.com

Independent auditor

KPMG Channel Islands Limited Glategny Court St Peter Port Guernsey GY1 1WR Channel Islands

Association of investment companies – AIC

The AIC is the trade body for closed-ended investment companies. It helps its member companies deliver better returns for their investors through lobbying, media engagement, technical advice, training and events. www.theaic.co.uk

Dividend timetable

Announcement: 5 September 2024 Ex-dividend date: 12 September 2024 Record date: 13 September 2024 Payment date: 3 October 2024

Stock symbol

London Stock Exchange: APAX

Shareholder information \ Administration

Enquiries

Any enquiries relating to shareholdings on the share register (for example, transfers of shares, changes of name or address, lost share certificates or dividend cheques) should be sent to the Registrars at the address given above. The Registrars offer an online facility at www. signalshares.com which enables shareholders to manage their shareholding electronically.

Investor relations

Enquiries relating to AGA's strategy and results or if you would like to arrange a meeting, please contact: Katarina Sallerfors Investor Relations – AGA Apax Partners LLP 1 Knightsbridge London SW1X 7LX United Kingdom Tel: +44 (0) 207 872 6300 [email protected]

The Company's investment policy is to make: (i) Private Equity Investments, which are primary and secondary commitments to, and investments in, existing and future Apax Funds; (ii) Debt Investments, which Apax will typically identify as a result of the process that Apax Partners undertakes in its Private Equity activities and which will comprise direct or indirect investments other than Private Equity Investments, including primarily investments in public and private debt; and (iii) Derived Equity which represent limited investments in equity, primarily in listed companies. The Company will typically follow the Apax Group's core sector and geographical focus in making Debt Investments and Derived Equity, which may be made globally.

For the foreseeable future, the Board believes that market conditions and the relative attractiveness of investment opportunities in Private Equity will cause the Company to hold the majority of its investments in Private Equity assets. The investment mix will fluctuate over time due to market conditions and other factors, including calls for and distributions from Private Equity Investments, the timing of making and exiting Debt Investments and Derived Equity and the Company's ability to invest in future Apax Funds. The actual allocation may therefore fluctuate according to market conditions, investment opportunities and their relative attractiveness, the cash flow requirements of the Company, its dividend policy and other factors.

Private Equity Investments

The Company expects that it will seek to invest in any new Apax Funds that are raised in the future. Private Equity Investments may be made into Apax Funds with any target sectors and geographic focus and may be made directly or indirectly. The Company will not invest in third-party managed Funds.

Debt Investments

These investments may include among others: (i) direct and indirect investments in debt instruments, including public and private debt which may include sub-investment grade and unrated debt instruments; (ii) investments in the same or different types of debt instruments in portfolio companies of the Apax Funds; and may include (iii) acquisitions of Debt Investments from Apax Funds or third parties.

Derived Equity

These investments may include among others: (i) direct and indirect investments in equity, including equity in private and public companies; (ii) co-investments with Apax Funds or third parties; (iii) investments in restructurings; and (iv) controlling stakes in companies.

Investment restrictions

The following specific investment restrictions apply to the Company's investment policy:

  • no investment or commitment to invest shall be made in any Apax Fund which would cause the total amounts invested by the Company in, together with all amounts committed by the Company to, such Apax Fund to exceed, at the time of investment or commitment, 25% of the Gross Asset Value; this restriction does not apply to any investments in or commitments to invest made to any Apax Fund that has investment restrictions from investing or committing to invest more than 25% of its total commitments in any one underlying portfolio company;
  • not more than 15% of the Gross Asset Value may be invested in any one portfolio company of an Apax Fund on a look-through basis;
  • not more than 15% of the Gross Asset Value may be invested in any one Debt Investment or Derived Equity; and
  • in aggregate, not more than 20% of the Gross Asset Value is intended to be invested in Derived Equity securities of publicly listed companies. However, such aggregate exposure will always be subject to an absolute maximum of 25% of the Gross Asset Value.

Shareholder information \ Investment policy

The aforementioned restrictions apply as at the date of the relevant transaction or commitment to invest. Hence, the Company would not be required to effect changes in its investments owing to appreciations or depreciations in value, distributions or calls from existing commitments to Apax Funds, redemptions or the receipt of, or subscription for, any rights, bonuses or benefits in the nature of capital or of any acquisition or merger or scheme of arrangement for amalgamation, reconstruction, conversion or exchange or any redemption, but regard shall be had to these restrictions when considering changes or additions to the Company's investments (other than where these investments are due to commitments made by the Company earlier).

The Company may borrow in aggregate up to 25% of Gross Asset Value at the time of borrowing to be used for financing or refinancing (directly or indirectly) its general corporate purposes (including without limitation, any general liquidity requirements as permitted under its Articles of Incorporation), which may include financing short-term investments and/or buybacks of ordinary shares. The Company does not intend to introduce long-term structural gearing.

Total Return1
(Euro)
Return attribution
Private Equity
Investments
Debt
Investments
Derived
Equity
Private Equity
Investments
Debt
Investments
Derived
Equity
Performance
fee
Other2 Total NAV
Return
1Q19 12.3% 4.8% 1.2% 7.9% 0.9% 0.1% 0.0% (0.2%) 8.7%
2Q19 7.1% 0.9% (0.4%) 4.8% 0.2% 0.0% (0.3%) (0.2%) 4.4%
3Q19 6.9% 6.0% (3.5%) 4.3% 1.4% (0.4%) (0.2%) (0.2%) 4.9%
4Q19 3.0% 1.8% 14.9% 2.5% 0.1% 1.3% (0.5%) 0.0% 3.4%
1Q20 (11.6%) (7.7%) (25.1%) (8.0%) (1.8%) (1.8%) 0.0% (0.3%) (11.9%)
2Q20 16.0% 7.0% 14.8% 11.1% 1.6% 0.7% 0.0% (0.2%) 13.3%
3Q20 12.4% 2.1% (2.4%) 8.4% 0.4% (0.1%) 0.0% (0.3%) 8.5%
4Q20 8.7% (0.1%) 36.1% 6.0% 0.0% 1.0% 0.0% (0.1%) 6.9%
1Q21 13.7% 6.4% 18.3% 8.5% 1.6% 0.7% (0.2%) (0.2%) 10.4%
2Q21 9.5% 1.4% 8.2% 6.1% 0.4% 0.3% (0.1%) (0.2%) 6.5%
3Q21 13.6% 3.4% 6.5% 9.1% 0.9% 0.3% (0.2%) (0.2%) 9.9%
4Q21 (0.6%) 2.7% (3.7%) (0.4%) 0.7% (0.1%) (0.1%) (0.2%) (0.1%)
1Q22 (3.1%) 2.8% (0.7%) (2.0%) 0.6% 0.0% (0.2%) (0.1%) (1.7%)
2Q22 (2.6%) 0.7% (10.0%) (1.8%) 0.1% (0.2%) 0.2% (0.2%) (1.9%)
3Q22 3.0% 6.0% (2.9%) 2.1% 1.6% (0.1%) (0.3%) (0.1%) 3.2%
4Q22 (8.2%) (6.2%) 8.0% (9.9%) 1.8% 0.5% 0.5% (0.2%) (7.3%)
1Q23 1.8% 2.8% 4.3% 1.2% 0.9% 0.1% (0.1%) (0.2%) 1.9%
2Q23 0.1% 2.6% (2.2%) 0.1% 0.9% 0.0% (0.2%) (0.2%) 0.6%
3Q23 (1.7%) 5.6% (3.4%) (1.0%) 1.4% 0.0% (0.2%) (0.3%) (0.1%)
4Q23 2.1% 0.9% 14.6% 1.5% 0.2% 0.2% 0.1% (0.1%) 1.9%
1Q24 (1.7%) 3.5% 13.6% (1.2%) 0.9% 0.2% (0.2%) (0.2%) (0.5%)
2Q24 (0.8%) (1.6%) (5.2%) (0.6%) (0.4%) (0.1%) 0.2% (0.1%) (1.0%)
2019 33.9% 11.8% 9.1% 20.2% 2.7% 1.1% (1.0%) (0.3%) 22.7%
2020 25.4% 0.2% (3.8%) 15.9% 0.0% (0.2%) 0.0% (0.9%) 14.8%
2021 41.0% 13.4% 37.5% 25.0% 4.0% 1.3% (0.7%) (0.9%) 28.7%
2022 (11.3%) 2.7% (7.4%) (7.3%) 0.6% (0.1%) 0.0% (0.6%) (7.4%)
2023 2.4% 11.8% 14.8% 1.6% 3.3% 0.2% (0.5%) (0.5%) 4.1%
1H24 (2.5%) 2.1% 17.1% (1.7%) 0.4% 0.1% 0.0% (0.2%) (1.4%)

NOTE:

All quarterly information included in the tables above is unaudited

    1. Total Return for each respective sub-portfolio has been calculated by taking total gains or losses and dividing them by the sum of Adjusted NAV at the beginning of the period and the time-weighted net invested capital. The time-weighted net invested capital is the sum of investments made during the period less realised proceeds received during the period, both weighted by the number of days the capital was at work in the portfolio
    1. Includes management fees and other general costs. It also includes FX on the euro returns table only

Quarterly returns since 1Q19

Total Return1
(constant currency)
Return attribution
Private Equity
Investments
Debt
Investments
Derived
Equity
Private Equity
Investments
Debt
Investments
Derived
Equity
Performance
fee
Other2 FX3 Total NAV
Return
1Q19 10.0% 2.5% (1.5%) 6.4% 0.5% (0.2%) 0.0% (0.2%) 2.2% 8.7%
2Q19 8.0% 2.3% 0.8% 5.3% 0.5% 0.1% (0.3%) (0.2%) (1.0%) 4.4%
3Q19 4.8% 2.5% (5.1%) 3.1% 0.6% (0.6%) (0.2%) (0.3%) 2.3% 4.9%
4Q19 4.1% 3.7% 15.2% 3.2% 0.6% 1.3% (0.5%) 0.0% (1.2%) 3.4%
1Q20 (11.6%) (8.6%) (23.5%) (7.9%) (2.0%) (1.7%) 0.0% (0.2%) (0.1%) (11.9%)
2Q20 16.3% 8.4% 16.2% 11.4% 2.0% 0.8% 0.0% (0.2%) (0.6%) 13.3%
3Q20 15.9% 5.7% (1.0%) 10.7% 1.2% 0.0% 0.0% (0.2%) (3.2%) 8.5%
4Q20 11.0% 3.0% 37.2% 7.6% 0.7% 1.1% 0.0% (0.1%) (2.4%) 6.9%
1Q21 9.6% 2.5% 14.1% 6.0% 0.7% 0.6% (0.2%) (0.2%) 3.5% 10.4%
2Q21 10.2% 1.9% 9.2% 6.6% 0.5% 0.4% (0.1%) (0.2%) (0.7%) 6.5%
3Q21 11.8% 1.5% 5.4% 7.9% 0.5% 0.2% (0.2%) (0.1%) 1.6% 9.9%
4Q21 (2.3%) 1.0% (5.9%) (1.5%) 0.3% (0.1%) (0.2%) (0.2%) 1.6% (0.1%)
1Q22 (5.4%) 0.3% (2.1%) (3.6%) 0.2% 0.0% (0.2%) (0.2%) 2.1% (1.7%)
2Q22 (6.1%) (3.7%) (12.5%) (3.9%) (1.0%) (0.3%) 0.2% (0.2%) 3.3% (1.9%)
3Q22 (1.6%) 0.4% (6.7%) (1.0%) 0.4% (0.1%) (0.3%) (0.2%) 4.4% 3.2%
4Q22 (2.1%) 1.1% 14.6% (1.5%) 0.0% 0.3% 0.3% (0.2%) (6.2%) (7.3%)
1Q23 2.6% 3.9% 4.9% 1.8% 1.2% 0.1% (0.1%) (0.2%) (0.9%) 1.9%
2Q23 0.4% 3.1% (2.5%) 0.3% 1.0% 0.0% (0.1%) (0.2%) (0.4%) 0.6%
3Q23 (3.6%) 3.4% (3.8%) (2.3%) 1.0% (0.1%) (0.2%) (0.3%) 1.8% (0.1%)
4Q23 4.9% 3.9% 16.1% 3.3% 1.0% 0.2% (0.1%) 0.1% (2.6%) 1.9%
1Q24 (3.2%) 1.8% 11.8% (2.3%) 0.5% 0.2% (0.2%) (0.1%) 1.4% (0.5%)
2Q24 (1.3%) (2.2%) (5.1%) (1.0%) (0.6%) (0.0%) 0.2% (0.1%) 0.5% (1.0%)
2019 31.7% 9.6% 5.5% 19.3% 2.2% 0.7% (0.7%) (1.0%) 2.2% 22.7%
2020 32.6% 7.4% 2.5% 20.6% 1.7% 0.1% 0.0% (0.8%) (6.8%) 14.8%
2021 34.6% 6.9% 30.2% 21.0% 2.3% 1.1% (0.7%) (0.9%) 5.9% 28.7%
2022 (14.8%) (1.7%) (8.6%) (9.5%) (0.4%) (0.2%) 0.0% (0.6%) 3.3% (7.4%)
2023 4.5% 14.4% 16.8% 3.0% 4.0% 0.2% (0.6%) (0.5%) (2.0%) 4.1%
1H24 (4.4%) (0.1%) 14.1% (3.1%) 0.0% 0.0% 0.0% (0.2%) 1.9% (1.4%)

Quarterly returns since 1Q19 continued

1. For annual periods, the average weighting
over four quarters used; for H1 24
average over two quarters used
  1. Note that Adjusted NAV respresents NAV adjusted for performance fee reserve for periods prior to 1 January 2024. Effective from 1 January 2024, NAV and Adjusted NAV are the same as the performance fee is accounted for as a liability
Total Adjusted
NAV²
Portfolio allocation1 Portfolio NAV (€m) NAV (€m)
Private Equity
Investments
Debt
Investments
Derived
Equity
Net cash
and NCAs
Private Equity
Investments
Debt
Investments
Derived
Equity
Net cash
and NCAs
Total
NAV
Total Adjusted
NAV²
1Q19 68% 18% 11% 3% 669.5 178.9 112.0 28.1 988.5 988.2
2Q19 56% 22% 12% 9% 582.9 232.1 123.3 96.2 1,034.5 1,031.9
3Q19 61% 24% 11% 4% 648.1 257.4 116.0 38.9 1,060.4 1,055.8
4Q19 70% 23% 8% (1%) 766.3 252.5 89.7 (9.5) 1,099.0 1,092.1
1Q20 69% 24% 4% 3% 643.1 221.4 44.3 27.4 936.2 936.2
2Q20 70% 22% 5% 3% 742.5 230.8 50.7 36.7 1,060.7 1,060.7
3Q20 70% 22% 3% 5% 784.1 243.4 32.3 64.3 1,124.1 1,124.1
4Q20 66% 23% 3% 8% 788.3 275.7 43.7 93.5 1,201.2 1,201.2
1Q21 64% 25% 4% 7% 830.7 322.8 46.1 99.9 1,299.5 1,296.6
2Q21 66% 28% 4% 2% 916.6 388.6 50.6 29.0 1,384.8 1,380.3
3Q21 68% 23% 3% 5% 1,016.1 348.8 51.5 73.2 1,489.6 1,483.0
4Q21 68% 20% 2% 10% 1,012.9 304.6 30.9 141.7 1,490.1 1,481.7
1Q22 65% 23% 2% 10% 918.4 327.1 30.7 145.7 1,421.9 1,419.6
2Q22 63% 24% 2% 11% 877.2 337.5 27.4 150.1 1,392.2 1,392.2
3Q22 66% 26% 2% 6% 922.4 369.6 24.9 89.3 1,406.2 1,402.1
4Q22 67% 26% 2% 5% 871.0 340.6 23.6 64.2 1,299.4 1,299.4
1Q23 69% 27% 2% 2% 887.7 343.6 24.4 37.3 1,293.0 1,291.4
2Q23 66% 26% 1% 7% 858.9 341.7 13.8 87.4 1,301.8 1,298.7
3Q23 67% 22% 1% 10% 849.5 283.2 13.1 124.1 1,269.9 1,264.2
4Q23 69% 23% 1% 7% 890.7 294.2 15.6 93.7 1,294.2 1,287.6
1Q24 72% 21% 1% 6% 898.3 263.1 18.1 71.7 1,251.2 1,249.2
2Q24 73% 18% 0% 9% 901.1 224.5 4.7 106.5 1,236.8 1,236.8
2019 64% 22% 11% 4% 666.7 230.3 110.2 38.4 1,045.6 1,042.0
2020 69% 23% 4% 5% 739.5 242.8 42.8 55.5 1,080.6 1,080.6
2021 67% 24% 3% 6% 944.1 341.2 44.8 86.0 1,416.0 1,410.4
2022 65% 25% 2% 8% 897.2 343.7 26.7 112.3 1,379.9 1,378.3
2023 68% 24% 1% 7% 871.7 315.7 16.7 85.6 1,289.7 1,285.5
1H24 72% 20% 1% 7% 899.7 243.8 11.4 89.2 1,244.1 1,243.0

Portfolio allocation since 1Q19

KEY TERMS

Eligible Portfolio means the Debt Investments, Derived Equity and Eligible Private Equity portfolios.

Eligible Private Equity means the Private Equity portfolio eligible for management fees and performance fee. It represents interests in Private Equity Investments held that do not pay fees at the Apax Fund level.

Portfolio Total Return means the sub-portfolio performance in a given period is calculated by taking total gains or losses and dividing them by the sum of GAV at the beginning of the period and the time weighted net invested capital. The time weighted net invested capital is the sum of investments made during the period less realised proceeds received during the period, both weighted by the number of days the capital was at work in the portfolio. Portfolio Total Return is gross of performance fees but net of management fees and relevant Direct Deal costs.

Direct Deal costs means costs directly attributable to the due diligence and execution of deals completed by the Company (such as broker fees and deal research costs). For avoidance of doubt, it excludes taxes payables and general fund and administration costs.

Summary of fees

There is no layering of fees and there are no fees charged on cash.

For the Private Equity portfolio, fees are paid at the level of the Apax Funds. As AGA is typically a sizeable investor in each of the Apax Funds, it benefits from fee discounts also made available to other investors of similar size.

On Debt Investments and Derived Equity, AGA pays a management fee plus a performance fee if the return hurdle is met.

The above summarises the fees paid on Debt Investments, Derived Equity and

The performance fee is calculated based on the overall gains or losses net of management fees and Direct Deal costs in each financial year. The performance fee is calculated and paid annually. Effective from 1 January 2024, performance fees accrued from this date will now be settled in cash, and remain subject to the terms as disclosed in the Prospectus.

Separate to this is carried interest which is accrued at the level of the Apax Funds. As AGA is a limited partner in these Funds, Private Equity NAV reported by AGA is

Debt Investments 1.0%
Derived Equity and Eligible Private Equity3 0.5%
Net portfolio Total
Return hurdle
Performance fee
rate
Debt Investments 6% 15%
Derived Equity and Eligible Private Equity3 8% 20%

% of Total
5%
3%
3%
3%
3%
3%
3%
3%
2%
2%
2%
2%
2%
2%
2%
2%
2%
2%
2%
2%
2%
2%
2%
2%
2%
2%
2%
2%
1%
1%
68%
28%
(8%)
(11%)
(8%)
୧୨%
Portfolio Company Sector Geography Valuation €m % of Total
Assured Partners Services North America 58.7 5%
TOI TOI & DIXI Services Europe 45.0 3%
PIB Group* Services Europe 44.8 3%
Trade Me* Internet/Consumer Rest of World 37.9 3%
Paycor Tech North America 37.4 3%
IBS Software Tech Rest of World 35.2 3%
Candela Healthcare North America 34.1 3%
Bonterra Tech North America 33.4 3%
Cole Haan Internet/Consumer North America 31.9 2%
SavATree Services North America 31.9 2%
Infogain* Tech North America 31.0 2%
Rodenstock Healthcare Europe 30.6 2%
Safetykleen Europe Services Europe 30.6 2%
Authority Brands Services North America 30.4 2%
Oncourse Home Solutions Services North America 29.4 2%
Odido Tech Europe 28.3 2%
Thoughtworks Tech North America 27.9 2%
Lutech Tech Europe 27.1 2%
Vyaire* Healthcare North America 27.0 2%
Cadence Education Internet/Consumer North America 25.7 2%
Bazooka Candy Brands Internet/Consumer North America 25.5 2%
EcoOnline Tech Europe 24.3 2%
Coalfire Tech North America 21.8 2%
Nulo Internet/Consumer North America 21.6 2%
Lexitas Services North America 20.6 2%
Alcumus Services Europe 19.7 2%
Palex Services Europe 19.5 2%
Eating Recovery Center Healthcare North America 19.4 2%
Ole Smoky Distillery Internet/Consumer North America 18.0 1%
Baltic Classifieds Group Internet/Consumer Europe 17.9 1%
Total Top 30 Gross Values 886.6 68%
Other investments 364.3 28%
Holdco facilities (108.1) (8%)
Carried interest (143.3) (11%)
Capital call facilities and other (108.8) (8%)
Total Private Equity 890.7 69%

AGA – Top gross portfolio holdings (December 2023 restated¹)

  1. Represents the restated Private Equity portfolio investments stated on a gross basis, without accounting for the impact of the Holdco facility

*Denotes overlap with Debt portfolio

Portfolio Company Sector Geography Valuation €m % of Total
Assured Partners Services North America 56.7 5%
PIB Group* Services United Kingdom 49.3 4%
TOI TOI & DIXI Services Europe 40.7 3%
Trade Me* Internet/Consumer Rest of World 38.8 3%
Bonterra Tech North America 37.7 3%
Candela Healthcare North America 36.9 3%
SavATree Services North America 35.5 3%
IBS Software Tech Rest of World 34.2 3%
Safetykleen Europe Services United Kingdom 33.5 3%
Paycor* Tech North America 31.7 3%
Odido Tech Europe 31.2 3%
Authority Brands Services North America 30.7 3%
Lutech Tech Europe 30.6 3%
Cole Haan Internet/Consumer North America 30.5 2%
Rodenstock Healthcare Europe 29.1 2%
Cadence Education Internet/Consumer North America 28.3 2%
Bazooka Candy Brands Internet/Consumer North America 28.2 2%
Oncourse Home Solutions Services North America 28.2 2%
Infogain Tech North America 26.9 2%
EcoOnline Tech Europe 26.0 2%
Coalfire Tech North America 23.2 2%
Nulo Internet/Consumer North America 22.7 2%
Lexitas Services North America 20.8 2%
WGSN Internet/Consumer United Kingdom 20.4 2%
Alcumus Services United Kingdom 20.1 2%
ECI Tech North America 19.0 2%
Palex Services Europe 18.5 1%
Healthium Healthcare India 18.4 1%
Ole Smoky Distillery Internet/Consumer North America 18.1 1%
Idealista Internet/Consumer Europe 17.7 1%
Total Top 30 Gross Values 883.6 72%
Other investments 369.9 29%
Holdco facilities (114.4) (9%)
Carried interest (129.7) (11%)
Capital call facilities and other (111.1) (9%)
Total Private Equity 898.3 72%

AGA – Top gross portfolio holdings (March 2024 restated¹)

  1. Represents the restated Private Equity portfolio investments stated on a gross basis, without accounting for the impact of the Holdco facility

* Denotes overlap with Debt portfolio

    1. Private Equity portfolio operating metrics reweighted based on investments stated on a gross basis, without accounting for the impact of the Holdco facility
    1. Gross Asset Value weighted average of the respective metrics across the portfolio. Investments can be excluded for reasons such as: investments in the financial services sector; companies with negative EBITDA (or moving from negative to positive EBITDA in the case of growth metrics); investments that are written off; companies where EBITDA is not meaningful for company specific reasons. Due to these adjustments, the comparatives may not be on a like for like basis. LTM EBITDA Growth and LTM Revenue Growth represents 89% of Private Equity portfolio NAV, net debt/EBITDA Multiple and Enterprise Value/EBITDA Valuation Multiple represents 80% of Private Equity portfolio NAV
    1. References to NAV prior to 1 January 2024 means Adjusted NAV, which reflects NAV adjusted by the performance fee reserve. For periods after 1 January 2024, the performance fee is paid in cash, therefore the liability accrued is already included in NAV.

Operating metrics (reweighted¹)

Portfolio
year-over-year
LTM EBITDA
growth2
Portfolio
year-over-year
LTM revenue
growth2
Enterprise
valueMar/EBITDA
valuation multiple2
Net debt/EBITDA
multiple2
Jun-24 18.2% 9.2% 17.1x 4.4x
Jun-24 reweighted 15.6% 8.7% 17.1x 4.3x
Mar-24 18.0% 10.7% 16.8x 4.4x
Mar-24 reweighted 16.8% 10.5% 16.9x 4.4x
Dec-23 18.0% 12.1% 16.6x 4.6x
Dec-23 reweighted 16.5% 11.5% 16.6x 4.4x
Jun-23 14.1% 16.0% 16.3x 4.4x
Jun-23 reweighted 13.7% 15.5% 16.6x 4.2x

Listed equities look-through % of invested portfolio (reweighted¹).

Jun-24 Mar-24 Dec-23 Jun-23
% of invested portfolio
Listed PE % 2% 3% 5% 7%
Listed PE % reweighted 6% 6% 8% 11%
% of NAV3
Listed PE % 2% 4% 6% 7%
Listed PE % reweighted 7% 7% 10% 12%

Listed equities look-through (reweighted2 )

ADF means the limited partnerships that constitute the Apax Digital Private Equity Fund.

ADF II means the limited partnerships that constitute the Apax Digital II Private Equity Fund.

Adjusted NAV calculated by adjusting the NAV at reporting periods prior to 1 January 2024, by the estimated performance fee reserves.

Adjusted NAV per share calculated by dividing the Adjusted NAV by the number of shares in issue. This should be used instead of NAV per share for reporting periods prior to 1 January 2024.

AEVI means the limited partnerships that constitute the Apax Europe VI Private Equity Fund.

AEVII means the limited partnerships that constitute the Apax Europe VII Private Equity Fund.

AGI means the limited partnerships that constitute the Apax Global Impact Fund.

AGML or Investment Manager means Apax Guernsey Managers Limited.

AI artificial intelligence.

AIX means the limited partnerships that constitute the Apax IX Private Equity Fund.

AMI means the limited partnerships that constitute the AMI Opportunities Fund focused on investing in Israel.

AMI II means the limited partnerships that constitute the AMI Opportunities II Fund focused on investing in Israel.

Apax Global Alpha or Company or AGA means Apax Global Alpha Limited.

Apax Group means Apax Partners LLP and its affiliated entities, including its sub-advisors, and their predecessors, as the context may require.

Apax Partners or Apax or Investment Advisor means Apax Partners LLP.

Apax Private Equity Funds or Apax Funds means Private Equity Funds managed, advised and/or operated by Apax Partners.

APFS means Apax Partners Fund Services Limited.

APG means Apax Partners Guernsey Limited.

AVIII means the limited partnerships that constitute the Apax VIII Private Equity Fund.

AX means the limited partnerships that constitute the Apax X Private Equity Fund.

AXI means the limited partnerships that constitute the Apax XI Private Equity Fund.

Aztec or Aztec Group means Aztec Financial Services (Guernsey) Limited.

Capital Markets Practice or CMP consists of a dedicated team of specialists within the Apax Partners Group having in-depth experience of the leveraged finance debt markets, including market conditions, participants and opportunities. The CMP was initially set up to support the investment advisory teams within the Apax Group in structuring the debt component of a Private Equity transaction. The CMP has over the years expanded its mandate to working alongside the investment advisory teams to advise on Debt Investments.

Cumulative Return calculated on the movement in NAV or Adjusted NAV taking into account any dividends paid during the respective period. Annualised Cumulative Return calculated based on the internal rate of return ("IRR") using the opening NAV or Adjusted NAV, dividend paid and closing NAV or Adjusted NAV for the period stated. Adjusted NAV is used for periods before 1 January 2024, whilst NAV is used for periods thereafter.

Debt Investments comprise investments including primary investments in public and private debt. In each case, these are typically identified by Apax Partners as part of its Private Equity activities.

Derived Equity comprise investments including primary investments in in equity, primarily in listed companies. In each case, these are typically identified by Apax Partners as part of its Private Equity activities.

Direct Deal costs means costs directly attributable to the due diligence and execution of deals completed by the Company (such as broker fees and deal research costs). For avoidance of doubt, it excludes taxes payables and general fund and administration costs.

EBITDA means Earnings before interest, tax, depreciation and amortisation.

Eligible Portfolio means the Debt Investments, Derived Equity and Eligible Private Equity Investments portfolios.

Glossary

Eligible Private Equity means the Private Equity Investments eligible for management fees and performance fee. It represents interests in Private Equity Investments held that do not pay fees at the Apax Fund level.

ESG means Environmental, social and governance.

EV means Enterprise value.

FRC Financial Reporting Council.

FVTPL means fair value through profit or loss.

FX means foreign exchange.

Gross Asset Value or GAV means the Net Asset Value of the Company plus all liabilities of the Company (current and non-current).

Gross IRR means an aggregate, annual, compound, internal rate of return calculated on the basis of cash receipts and payments together with the valuation of unrealised investments at the measurement date. Foreign currency cash flows have been converted at the exchange rates applicable at the date of receipt or payment. For the underlying Private Equity, Gross IRR does not reflect expenses to be borne by the relevant investment vehicle or its investors including, without limitation, performance fees, management fees, taxes and organisational, partnership or transaction expenses.

IFRS International Financial Reporting Standards.

Invested Portfolio means the part of AGA's portfolio which is invested in Private Equity, Debt Investments and Derived Equity, however, excluding any other investments such as legacy hedge funds and cash.

Investor relations team means such investor relations services as are currently provided to AGA by the Investment Advisor.

IPO means Initial public offering.

KPI means Key performance indicator.

LSE means London Stock Exchange.

LTM means Last twelve months.

Market capitalisation is calculated by multiplying the share price at a particular date by the number of shares outstanding on the same date. The euro equivalent is translated using the exchange rate at the reporting period date.

MOIC Multiple of invested capital.

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 accounting policies.

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

NTM means Next twelve months.

OCI means Other comprehensive income.

Ongoing charges are the Company's ongoing charges which are calculated in line with guidance issued by the AIC. They comprise recurring costs such as administration costs, management fees paid to AGML and management fees paid to the underlying Private Equity Funds' general partners. They specifically exclude deal costs, taxation, financing costs, performance fees and other non-recurring costs.

Operational Excellence Practice or OEP

means professionals who support the Apax Funds' investment strategy by providing assistance to portfolio companies in specific areas such as devising strategies, testing sales effectiveness and cutting costs.

Performance fee reserve is the estimated performance fee reserve calculated in line with the Investment Management Agreement.

Portfolio Total Return means the sub-portfolio performance in a given period, and is calculated by taking total gains or losses and dividing them by the sum of GAV at the beginning of the period and the time-weighted net invested capital. The time-weighted net invested capital is the sum of investments made during the period less realised proceeds received during the period, both weighted by the number of days the capital was at work in the portfolio. Portfolio Total Return is calculated gross of performance fees but net of management fees and relevant Direct Deal costs.

Private Equity Investments or Private Equity

means primary commitments to, secondary purchases of commitments in, and investments in, existing and future Apax Funds.

RCF means Revolving Credit Facility.

Reporting period means the period from 1 January 2024 to 30 June 2024.

Total NAV Return for a year/period means the return on the movement in the NAV or Adjusted NAV per share at the end of the period together with all the dividends paid during the period, divided by the NAV or Adjusted NAV per share at the beginning of the period/year. Adjusted NAV or NAV per share used in the calculation is rounded to five decimal points. Adjusted NAV is used for periods before 1 January 2024, whilst NAV is used for periods thereafter.

Total Return under the Total Return calculation, the sub-portfolio performance in a given period can be evaluated by taking the total gains or losses and dividing them by the sum of NAV or Adjusted NAV at the beginning of the period and the timeweighted net invested capital. The time-weighted net invested capital is the sum of investments made during the period less realised proceeds received during the period, both weighted by the number of days the capital was at work in the portfolio. Adjusted NAV is used for periods before 1 January 2024, whilst NAV is used for periods thereafter.

Total Shareholder Return or TSR for the period means the net share price change together with all dividends paid during the period.

Unaffected Valuation is determined as the fair value in the last quarter before exit, when valuation is not affected by the exit process (i.e. because an exit was signed, or an exit was sufficiently close to being signed that the Apax Funds incorporated the expected exit multiple into the quarter-end valuation).

Apax Global Alpha Interim Report 2024

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