Apax Global Alpha Limited (LON:APAX) has announced its interim results for the period ended 30 June 2025.
On 21 July 2025, a Rule 2.7 announcement confirmed that the Board of Janus Bidco Limited and the Company had agreed the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of the Company. Further details are set out in the Scheme Document published on 13 August 2025. These interim accounts have been published to comply with the Disclosure Guidance and Transparency Rules.
Key highlights for the six months ended 30 June 2025
| · | Apax Global Alpha’s Net Asset Value (“NAV”) was €1.11bn (NAV at 31 December 2024: €1.23bn) at 30 June 2025, equivalent to a NAV per share of €2.29/£1.97. |
| · | Total NAV Return1 was -6.1% for the six months to 30 June 2025, primarily due to the depreciation of the US dollar against the euro. On a constant currency basis Total NAV Return was +2.5%. |
| · | The underlying Private Equity portfolio companies continue to demonstrate steady performance with average LTM EBITDA growth of 12.9% and LTM revenue growth of 10.4%. |
| · | AGA deployed c.€101m on a look-through basis across five new Private Equity investments and portfolio company tuck-in M&A which signed and/or closed in the six months to 30 June 2025. AGA also expects to invest c.€4.5m indirectly in Foods Connected which signed post period end. |
| · | During the period AGA received distributions of €29m with a further €31m expected post period end from transactions that have signed but not closed. These include the sale of Assured Partners, the take private of Paycor, the partial exits of Lexitas and Fractal Analytics, the final sell down of Viasat shares, and the full exit of Tivit. |
| · | The Debt portfolio achieved a Total Return of -7.2% (+3.1% constant currency) in H1 2025. |
| · | €39.7m was returned to shareholders in H1 2025 through dividends and share buybacks (5.1m shares repurchased in the period). |
| 30 June 2025 (EUR) | 30 June 2025 (GBP) | 31 Dec 2024 (EUR) | 31 Dec 2024 (GBP) | |
| NAV | 1,107m | 950m | 1,227m | 1,015m |
| NAV per share | 2.29 | 1.97 | 2.51 | 2.08 |
Total NAV Return per share (EUR) – performance to 30 June 2025
| Cumulative Return2 | Annualised Return3 | |||||||
| 3 months | 6 months | 1 year | 3 year | 5 year | 3 year | 5 year | ||
| Share price | 8.1% | (11.8%) | (16.0%) | (11.8%) | 28.7% | (3.4%) | 7.7% | |
| Total NAV Return per share | (3.9%) | (6.1%) | (3.8%) | (5.0%) | 36.8% | (1.8%) | 7.4% | |
| 1. | “Total NAV Return” means the movement in the NAV per share over the period plus any dividends paid. “Total Return” reflects the sub-portfolio performance on a stand-alone basis. It excludes items at the overall AGA level such as cash, management fees, and costs. Please refer to Alternative Performance Metrics (“APMs”) glossary for further details on APM calculations used throughout the report. |
| 2. | Cumulative returns calculated based on the movement in share price or NAV per share taking into account any dividends per share paid during the respective periods |
| 3. | 3-year and 5-year annualised returns represent IRR returns. For share price this is calculated based on share price and dividends paid whilst Total NAV Return per share calculated based on NAV per share and dividends per share paid. |
Chairman’s statement
I am pleased to update shareholders following a busy and important first half of the year for Apax Global Alpha Limited, culminating in the offer for AGA announced on 21 July 2025 from Janus Bidco Limited, a newly-formed Guernsey limited company. Bidco will be equity funded by entities managed or advised by Ares Management LLC. The new vehicle will continue to be advised by Apax Partners LLP.
While the trading performance of the underlying Private Equity portfolio companies was encouraging in the first half of the year, AGA’s NAV at 30 June 2025 contracted from €1.23 billion at 2024 year-end to €1.11 billion, or €2.29/£1.97 per share. The total NAV Return for the half year was
-6.1%, primarily reflecting the depreciation of the US dollar against the Euro. On a constant currency basis the portfolio delivered a +2.5% return over the half year.
As discussed in the announcement published on 21 July 2025, the external environment for private equity has changed materially. Since June 2021 we have navigated a weaker global economy, an extended period of higher interest rates and the well-documented challenges facing the wider investment company sector. These conditions were exacerbated by under-performance in a handful of portfolio companies (particularly losses in Vyaire equity and debt; and residual listed holdings when exited via IPO); and slower-than-expected realisations. As a result, AGA has delivered an annualised NAV Total Return of -0.4% for the four-year period to 30 June 2025.
The composition of AGA’s shareholder base, with approximately 42% of shares held by Apax alumni and current employees, has led to a structural illiquidity in our shares. The discount to NAV widened to an average of 27.4% since 30 June 2021; in April 2025 it peaked at 49.0%. In the Board’s view, much of this enduring discount reflects the withdrawal of support for investment trusts accessing illiquid assets, rather than underlying asset quality.
The Board consulted widely with shareholders. In the full year Chairman’s statement, I wrote that no option was off the table. We evaluated various potential options available to ensure that the share price reflects more closely the intrinsic value of AGA’s investment portfolio.
The Board instructed Jefferies to explore secondary-market sales for some or all of the private equity assets in the AGA portfolio. This exercise resulted in the receipt of several non-binding price indications; nearly all being for portions of the private equity portfolio.
While undertaking that process we received a proposal from Bidco to acquire the entire issued share capital of AGA. After rigorous analysis, supported by our advisers, the Board concluded that the Bidco proposal is in the best interests of shareholders as a whole compared to alternatives available to the Company. In particular, Bidco’s offer provides shareholders with a full cash exit. It enables shareholders to receive cash quickly, rather than waiting for a managed wind-down that would take considerable time to execute and carry material uncertainty and cost. For those who wish to remain invested, the Bidco proposal offers a rollover alternative.
Importantly, the offer represents a 30.6% premium to the one-month Volume Weighted Average Price (“VWAP”) and a 33.1% premium to the six-month VWAP. The price offered equated to a tighter discount to NAV of 17.1% to Q2 2025 NAV. It is worth noting that this NAV does not take account of the substantial advisory fees incurred during this process.
The Board consulted with a number of large shareholders who have pledged their support for the offer. Bidco has received irrevocable undertakings and letters of intent representing c.38.4% of AGA’s shares in issue, significantly higher than what is typical in corporate transactions.
Assuming shareholders vote in favour of the Bidco proposal, this will be my final Chairman’s statement. The Board shares my regret at the loss of one of the UK’s listed private equity funds; we remain firm believers in the value of the closed-ended listed structure for holding illiquid assets which offer substantial advantages over Long-Term Asset Funds. Despite the lull in performance over the last few years, we believe that Apax remains a high-quality private equity advisor.
I would like to thank shareholders for their constructive and candid feedback, and my fellow directors for their steadfast support in guiding AGA through its review of strategic options.
We firmly believe that the Bidco proposal represents the best outcome for shareholders.
Karl Sternberg | Chairman
Apax Global Alpha
28 August 2025
Investment manager’s report
NAV development
AGA’s NAV per share was €2.29 at 30 June 2025, down from €2.51 at 31 December 2024. While the Private Equity and Debt portfolios contributed positively to NAV development on a constant currency basis, the decline in NAV per share was driven by significant negative FX movements as a result of the Euro strengthening against the US dollar and the dividend payments to shareholders.
Performance in the Private Equity portfolio continues to be driven by earnings growth from the underlying portfolio companies, primarily from the Tech and Services sectors. Valuation multiples also increased slightly contributing €0.03 to NAV per share.
The negative movement in portfolio companies’ net debt generally reflects significant M&A activity by PIB Group, SavATree, and Altus Fire & Life Safety.
Share buybacks contributed €0.02 to NAV per share in the half year driven by an acceleration in the volumes bought back towards the end of Q1 2025.
H1 2025 NAV per share development (€)
| € | ||
| NAV per share 31 December 2024 | 2.51 | |
| Movement in underlying portfolio companies’ earnings | 0.12 | |
| Movement in portfolio companies’ net debt¹ | (0.03) | |
| Movement in comparable companies’ valuation multiples² | 0.03 | |
| Other Private Equity movements3 | (0.03) | |
| Management fees and carried interest accrued by the Apax Funds4 | (0.04) | |
| Debt Investments5 | 0.01 | |
| FX | (0.22) | |
| Costs and other movements | (0.01) | |
| NAV before dividend paid | 2.34 | |
| Dividends paid | (0.07) | |
| Share buybacks | 0.02 | |
| NAV per share 30 June 2025 | 2.29 | |
| 1. | Represents movement in all instruments senior to equity. |
| 2. | 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. |
| 3. | Includes adjustments for dilutions from management incentive plans (as a result of growth in the portfolio’s value) and costs related to Holdco facilities. |
| 4. | This includes carried interest, management fees and other costs relating to Private Equity holdings |
| 5. | Includes movement in AGA’s two Derived Equity positions. |
AGA portfolio composition
Top 30 holdings – Private Equity at 30 June 2025
| Name | Valuation €m | % of NAV | |
| 1 | Veriforce1 | 62.5 | 6% |
| 2 | PIB Group | 55.0 | 5% |
| 3 | ThoughtWorks | 52.9 | 5% |
| 4 | Assured Partners | 47.2 | 4% |
| 5 | Zellis Group | 45.0 | 4% |
| 6 | Odido | 41.5 | 4% |
| 7 | Oncourse Home Solutions | 41.2 | 4% |
| 8 | Bonterra | 40.2 | 4% |
| 9 | Trade Me | 37.7 | 3% |
| 10 | Palex | 33.8 | 3% |
| 11 | Safetykleen Europe | 33.1 | 3% |
| 12 | Toi Toi & Dixi | 32.2 | 3% |
| 13 | SavATree | 31.9 | 3% |
| 14 | IBS Software | 31.7 | 3% |
| 15 | Lutech | 29.3 | 3% |
| 16 | Bazooka Brands | 28.2 | 3% |
| 17 | Rodenstock | 27.1 | 2% |
| 18 | S&W | 26.9 | 2% |
| 19 | WGSN | 26.8 | 2% |
| 20 | Cadence Education | 26.7 | 2% |
| 21 | Authority Brands | 26.0 | 2% |
| 22 | Coalfire | 23.2 | 2% |
| 23 | EcoOnline | 23.2 | 2% |
| 24 | CohnReznick | 22.9 | 2% |
| 25 | Finwave/OCS | 22.6 | 2% |
| 26 | ECI | 21.5 | 2% |
| 27 | Openlane | 21.3 | 2% |
| 28 | Candela | 20.7 | 2% |
| 29 | Nulo | 20.7 | 2% |
| 30 | Infogain* | 18.0 | 2% |
| Total top 30 | 971.0 | 88% | |
| Other investments | 361.7 | 33% | |
| Holdco facilities | (94.7) | (9%) | |
| Carried interest | (106.2) | (10%) | |
| Capital call facilities2 and other | (191.6) | (17%) | |
| Total Private Equity | 940.2 | 85% | |
*Denotes overlap between Private Equity and Debt portfolios
| 1. | Veriforce is the combination of legacy Veriforce, an acquisition by Apax XI, and Alcumus, a portfolio company of Apax X. |
| 2. | Current outstanding balance of facilities drawn was c.€225.1m at 30 June 2025. Balances of facilities drawn in US dollars have been converted to euro at the 30 June 2025 closing FX rate. Other represents AGA’s look-through balance of cash, debtors and creditors held on balance sheet by the Apax Funds at period end. |
Debt Investments1 at 30 June 2025
| Name | Valuation €m | % of NAV | |
| 1 | Precisely Software | 24.1 | 2% |
| 2 | Confluence | 18.6 | 2% |
| 3 | Therapy Brands | 13.9 | 1% |
| 4 | Infogain* | 13.5 | 1% |
| 5 | Mindbody* | 13.0 | 1% |
| 6 | Hilb | 9.6 | 1% |
| 7 | Parts Town | 7.7 | 1% |
| 8 | PSSI | 5.2 | <1% |
| 9 | Syndigo | 4.2 | <1% |
| Total Debt Investments | 109.8 | 10% | |
*Denotes overlap between Private Equity and Debt portfolios
1. AGA retains a small portfolio of Derived Equity Investment totalling €3.2m at 30 June 2025.
Invested portfolio split by asset type
| Jun-25 | Dec-24 | |
| Private Equity | 89% | 83% |
| Debt | 11% | 17% |
| Equity | 0% | 0% |
Invested portfolio split by geography
| Jun-25 | Dec-24 | |
| North America | 55% | 55% |
| Europe | 18% | 17% |
| United Kingdom | 16% | 14% |
| Israel | 3% | 2% |
| India | 2% | 2% |
| Rest of World | 6% | 10% |
Invested portfolio split by sector
| Jun-25 | Dec-24 | |
| Tech | 45% | 49% |
| Services | 35% | 30% |
| Internet/Consumer | 16% | 16% |
| Remaining Healthcare | 4% | 5% |
Private Equity portfolio
Portfolio split by Private Equity vintage
| Jun-25 | Dec-24 | |
| Pre 2016 | 3% | 5% |
| 2017 | 10% | 10% |
| 2018 | 1% | 4% |
| 2019 | 13% | 14% |
| 2020 | 8% | 9% |
| 2021 | 23% | 23% |
| 2022 | 13% | 12% |
| 2023 | 11% | 11% |
| 2024 | 13% | 12% |
| 2025 | 5% | 0% |
Private Equity portfolio operating metrics
| Jun-25 | Dec-24 | |
| Portfolio year-over-year LTM revenue growth1 | 10.4% | 8.9% |
| Portfolio year-over-year LTM EBITDA growth1 | 12.9% | 14.1% |
| Enterprise Value / EBITDA valuation multiple1 | 18.2x | 17.8x |
| Net debt / EBITDA multiple1 | 4.6x | 4.5x |
Note: These operational metrics represent a snapshot of the underlying Private Equity portfolio companies as at period end, hence they do not capture the performance of exited investments in the reporting period
| 1. | Gross Asset Value weighted average of the respective metrics across the portfolio, these are based on Gross values of the Private Equity portfolio without accounting for the impact of the Holdco facility. 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 88% of the Gross Private Equity portfolio NAV, Net Debt / EBITDA Multiple and Enterprise Value / EBITDA Valuation Multiple represents 83% of the Gross Private Equity portfolio NAV. |
Investments and exits
In the first half of 2025, AGA deployed c.€101m across five new signed or closed Private Equity Investments in S&W, CohnReznick, DLRdmv, Norva24, and TCM, as well as into a bolt-on transaction for WGSN. AGA also expects to invest approximately €4.5m in Foods Connected which signed post-period end and is expected to close in the coming months.
The majority of these investments were made by the Apax XI Fund:
| · | S&W is a carveout transaction of Evelyn Partners’ accountancy business creating a leading standalone UK mid-market accountancy business rebranded as S&W, building on the heritage of the Smith & Williamson brand, which dates back to 1881. |
| · | CohnReznick is one of the largest audit, tax, and advisory partnerships in the US. Sitting within the mid-market, CohnReznick serves companies in a range of industries. |
| · | Norva24 is a leading provider of underground infrastructure maintenance services in Northern Europe, with market-leading positions in Norway, Denmark, Germany, and Sweden. |
| · | TCM is the Treasury and Capital Market’s division of Finastra and a trusted enabler of risk management, regulatory compliance, and capital markets operations. Upon completion of the transaction, TCM will be rebranded and operated as a standalone business. |
The Apax Digital Fund II made one new investment in DLRdmv, an automobile e-titling and registration software and tech-enabled services provider to US car dealerships.
Realisation activity continued in H1 2025 and signed and/or closed deals include the take private of Paycor, a partial exit of Lexitas and Fractal Analytics, the final sell down of Viasat shares, and the full exit of Tivit. AGA received €29m of distributions in H1 2025 and expects to receive a further €31m post period end relating to the exit of Assured Partners.
As at 30 June 2025, AGA held €110m of Debt Investments, representing 11% of the invested portfolio. Seven debt positions were exited in the first half of the year, realising €68.6m at an average price of c.99.7% of par value.
Apax Global Alpha also has a small exposure to two Derived Equity positions valued at €3.2m, representing <1% of the invested portfolio at 30 June 2025.
Private Equity investments and realisations in the period
| H1 25 | |
| New Investments and M&A in the portfolio1 | €101m |
| Total distributions received | €29m |
1. AGA’s investment cost on a look-through basis. Amounts remain subject to change until investments have closed.
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 63 to 67 of the Annual Report and Accounts 2024.
The Directors have considered the principal and emerging risks that may affect the Company’s operations during 2025. These risks remain broadly consistent with those disclosed in the 2024 Annual Report. However, the Directors have identified a new key strategic and business risk in relation to the proposed take-private transaction.
Following the Company’s announcement on 21 July 2025 of a recommended offer to take the Company private, the Directors have identified a risk relating to the execution and regulatory clearance of this transaction. Any delay, change in terms, or failure to complete the deal may create uncertainty for shareholders and impact forward-looking strategy and liquidity management.
The Directors are satisfied that appropriate controls and reporting mechanisms are in place to monitor and support the Company through the transaction process. It is expected that, subject to the satisfaction (or, where applicable, waiver) of the conditions of the offer, this will become effective late during the third quarter or early during the fourth quarter of 2025.
Statement of Directors’ responsibilities
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 interim management report includes a fair review of the information required by DTR 4.2.7R 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 as further explain in note 9 of the condensed interim financial statements. |
Signed on behalf of the Board of Directors
Karl Sternberg
Karl Sternberg | Chair
Signed on behalf of the Audit Committee
Stephanie Coxon
Stephanie Coxon | Chair
