Result of AGM

RNS Number : 7722M

Apax Global Alpha Limited

01 May 2018

 

(LSE: APAX)

Apax Global Alpha Limited

Results of Third Annual General Meeting

The Directors of the Company are pleased to announce the results of voting at the third annual general meeting of the Company held at 10:15 AM (UK Time) on Tuesday 1 May 2018 at the offices of Aztec Group, East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3PP (the "AGM").

Each of the Ordinary Resolutions and Special Resolutions proposed at items 5.1 to 6.2 of the notice and agenda of the AGM were duly passed.

The Extraordinary Resolution proposed at the AGM in regard to the discontinuation of the Company pursuant to its articles was not passed.

Voting was conducted by a show of hands and inclusive of votes received by the Company by way of proxy, either by post, web voting or via CREST, by no later than 10:15am (UK Time) on Friday 27 April 2018.

The Board intend to investigate further votes cast against any resolution where the total votes cast against a resolution are in excess of 5% of votes cast at the AGM with shareholders who voted against the resolution and will consider feedback from shareholders accordingly.

Total votes of 276,803,473 were cast at the AGM¹. The results of the voting² are noted as follows:

Ordinary Resolutions³

Resolution	Votes For	Votes Against	Votes Withheld4
To adopt the annual report and audited financial statements of the Company for the year ended 31 December 2017, including the reports of the Directors and the Auditor.	88.29%	11.70%	0.01%
To re-appoint KPMG Channel Islands Limited of Glategny Court, Glategny Esplanade, St Peter Port, Guernsey, GY1 1WR as the external auditor of the Company (the "Auditor") to hold office until conclusion of the next annual general meeting	98.21%	0.01%	1.78%
To authorise the Board to negotiate and fix the remuneration of the Auditor in respect of the financial year ended 31 December 2018.	99.98%	0.01%	0.01%
To re-elect Tim Breedon as an independent non-executive Director of the Company.	99.13%	0.86%	0.01%
To re-elect Chris Ambler as an independent non-executive Director of the Company.	99.96%	0.03%	0.01%
To re-elect Sally-Ann (Susie) Farnon as an independent non-executive Director of the Company.	98.36%	1.63%	0.01%
To approve the Company's dividend policy as set out on page 12 of the Prospectus dated 22 May 2015.	99.98%	0.01%	0.01%

Special Resolutions⁵

Resolution	Votes For	Votes Against	Votes Withheld4
To renew the authorisation of the Company to make market acquisitions of its shares as set out at special resolution 6.1 of the notice and agenda for the AGM.	99.97%	0.02%	0.01%
To authorise the Directors to issue up to a maximum number of ordinary shares as set out at special resolution 6.2 of the notice and agenda for the AGM.	99.97%	0.02%	0.01%

Extraordinary Resolutions⁶

Resolution	Votes For	Votes Against	Votes Withheld4
That the Company be wound-up, liquidated, reconstructed or unitised, and that, in accordance with Article 49.3 of the Articles of Incorporation of the Company, the Directors of the Company put forward proposals to conduct an orderly winding up, liquidation, reconstruction or unitisation of the Company.	0.12%	99.87%	0.01%

A copy of this announcement will be available on the Company's website at https://www.apaxglobalalpha.com/investors/news/rns/ and, in accordance with Listing Rule 9.6.2, the full text of the special resolutions passed at the AGM has been submitted to the National Storage Mechanism and will be available at http://www.morningstar.co.uk/uk/NSM

Notes:

1.       The total voting rights of the Company as at 18 March 2018 were disclosed in the notice of the AGM published on 19 March 2018 and were unchanged at the time of convening the AGM, being 491,100,768.

2.       Pursuant to sections 176(3) and 178(4) of the Companies (Guernsey) Law, 2008, ordinary and special resolutions of the members are passed on a show of hands if passed by members who vote in person and by persons who vote as duly appointed proxies of members entitled to vote. Accordingly, this means that resolutions are passed by the requisite majority of votes cast at the AGM, not as a majority of the total voting rights.

3.       Ordinary resolutions are passed if more than half (50%) of votes are cast in favour of the resolution.

4.       A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" and "against" a particular resolution.

5.       Special resolutions are passed if more than 75% of votes are cast in favour of the resolution.

6.       Pursuant to the articles of the Company, an Extraordinary resolution is passed if more than 66.33% of votes are cast in favour of the resolution.

Contact details

Investor relations Sarah Wojcik IR Manager - AGA Telephone: [phone] Email: [e-mail]

Media enquiries Andrew Kenny Head of Communications Telephone: [phone] Email: [e-mail]

Company secretary Jacques Colley Client Relationship Manager Telephone: [phone] Email: [e-mail]

Notes

1.	Note that references in this announcement to Apax Global Alpha Limited have been abbreviated to "AGA" or "the Company". References to Apax Partners LLP have been abbreviated to "Apax Partners" or "the Investment Adviser".
2.	Please be advised that this announcement may contain inside information as stipulated under the Market Abuse Regulations (EU) NO. 596/2014 ("MAR").
3.	This announcement is not for release, publication or distribution, directly or indirectly, in whole or in part, into or within the United States or to "US persons" (as defined in Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act")) or into or within Australia, Canada, South Africa or Japan. Recipients of this announcement in jurisdictions outside the UK should inform themselves about and observe any applicable legal requirements in their jurisdictions. In particular, the distribution of the announcement may be restricted by law in certain jurisdictions.

About Apax Global Alpha Limited

AGA is a Guernsey registered closed-ended collective investment scheme incorporated as a non-cellular company that listed on the London Stock Exchange on 15 June 2015. It is regulated by the Guernsey Financial Services Commission.

AGA's objective is to provide shareholders with capital appreciation from its investment portfolio and regular dividends. The Company is targeting an annualised Total Return, across economic cycles, of 12-15% (net of fees and expenses) including a dividend yield of 5% of Net Asset Value.

The investment policy of the Company is to make Private Equity investments in Apax Funds, and Derived Investments which are investments in equities and debt derived from the insights gained via Apax Partners' Private Equity activities. The Company's portfolio is expected to be allocated in approximately equal proportions between Private Equity and Derived Investments, although the investment mix will fluctuate over time due to market conditions, investment opportunities, cash flow requirements, the dividend policy and other factors. Further information regarding the Company and its publications are available on the Company's website at www.apaxglobalalpha.com.

About Apax Partners LLP

Apax Partners is a leading global private equity advisory firm and over its more than 35-year history, Apax Partners has raised and advised funds with aggregate commitments of over €42 billion as at 31 December 2017. Funds advised by Apax Partners invest in companies across four global sectors of Tech & Telco, Services, Healthcare and Consumer. These funds provide long‐term equity financing to build and strengthen world‐class companies. For further information about Apax Partners, please visit www.apax.com.

Apax Partners is authorised and regulated by the Financial Conduct Authority in the UK.

 

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