REG - Anexo Group PLC - Result of Tender Offer, Rule 2.9 Statement & TVR

AnexoAnnouncement

08/08/2025 16:00

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RNS Number : 6670U  Anexo Group PLC  08 August 2025

Anexo Group Plc

('Anexo' or the 'Company')

Result of Tender Offer,

Rule 2.9 Statement

 and

Total Voting Rights

Further to the announcement of the Tender Offer on 22 July 2025, details of
which are set out in the Circular, and following the approval of the Tender
Offer by Shareholders at a general meeting of the Company held at 10am on 6
August 2025, the closing of the Tender Offer at 1pm on 7 August 2025, and
further to the announcement released earlier today that the Tender Offer was
heavily oversubscribed, the Company announces the results of the Tender Offer.
The Tender Price was 60 pence per Ordinary Share.

The Company offered to purchase up to a maximum of 20,000,000 Ordinary Shares
under the Tender Offer. In total, valid applications to tender shares were
received in respect of 32,170,346 Ordinary Shares. Accordingly, all valid
tenders of Shareholders' Basic Entitlements have been accepted and will be
purchased in full. Additionally, in accordance with the terms and conditions
of the Tender Offer as set out in the Circular, all Excess Tenders have been
scaled back pro rata to the total number of such Ordinary Shares tendered in
excess of the Basic Entitlement. If any fractions arose from the scaling-down
as stated above, the number of Ordinary Shares tendered by each Shareholder
have been rounded down to the nearest whole Ordinary Share. As such, a total
of 20,000,000 Ordinary Shares will be purchased under the Tender Offer and
subsequently cancelled on 13 August 2025.

The total value to be returned to Shareholders pursuant to the Tender Offer
will therefore be £12 million. Payment of the consideration due to
Shareholders whose tender applications under the Tender Offer have been
accepted will be despatched (by cheque or by CREST payment, as appropriate) on
or before 19 August 2025.

Rule 2.9 Statement and Total Voting Rights

In accordance with Rule 2.9 of the City Code on Takeovers and Mergers, Anexo
confirms that following the cancellation of the 20,000,000 Ordinary Shares
tendered under the Tender Offer on 13 August 2025, the Company's issued share
capital will consist of 97,990,294 Ordinary Shares of £0.0005, each carrying
one vote per share.

Therefore, the total number of voting rights in the Company will be 97,990,294
Ordinary Shares. There will be no shares held in Treasury. The above figure
can be used by shareholders as the denominator for calculations by which to
determine if they are required to notify their interest in, or a change to
their interest in, the Company under the Disclosure and Transparency Rules.

The International Securities Identification Number for Anexo's Ordinary Shares
is GB00BF2G3L29.

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Tender Offer announcement.

For further enquiries:

 Anexo Group Plc                                       +44 (0) 151 227 3008

 Mark Bringloe, Chief Financial Officer

 Nick Dashwood Brown, Head of Investor Relations       www.anexo-group.com

 Shore Capital                                         +44 (0) 20 7408 4090

(Nomad & Broker to Anexo Group Plc)

 Tom Griffiths / Sophie Collins (Corporate Advisory)

 Guy Wiehahn (Corporate Broking)
 Grant Thornton                                        +44 (0) 20 7383 5100

(Rule 3 Adviser to Anexo Group plc)

 Philip Secrett / Samantha Harrison

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS(1)

 Event                                                                           Date (all 2025)(2)
 CREST accounts credited with unsuccessfully tendered uncertificated Ordinary    not later than 13 August
 Shares
 Expected purchase of Ordinary Shares (CREST and certificated) under the Tender  not later than 13 August
 Offer
 CREST accounts credited in respect of Tender Offer proceeds for uncertificated  15 August
 Ordinary Shares
 Despatch of cheques in respect of Tender Offer proceeds for certificated        by 19 August
 Ordinary Shares
 Return of share certificates in respect of unsuccessful tenders or balance      by 19 August
 share certificates

 

Notes:

1.   References to times in this Announcement are to London time, unless
otherwise stated.

2.   Each of the times and dates in the above timetable is subject to
change. If any of the above times and/or dates change, the revised times
and/or dates will be notified to Shareholders by an announcement through a
Regulatory Information Service which will also be available on the Company's
website.

The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part
of UK law by virtue of the European Union (Withdrawal) Act 2018. The
information is disclosed in accordance with the Company's obligations under
Article 17 of the UK MAR. Upon the publication of this announcement, this
inside information is now considered to be in the public domain.

Notes to Editors:

Anexo is a specialist integrated credit hire and legal services provider. The
Group has created a unique business model by combining a direct capture Credit
Hire business with a wholly owned Legal Services firm. The integrated business
targets the impecunious not at fault motorist, referring to those who do not
have the financial means or access to a replacement vehicle.

Through its dedicated Credit Hire sales team and network of
over 1,100 active introducers around the UK, Anexo provides customers with
an end-to-end service including the provision of Credit Hire vehicles,
assistance with repair and recovery, and claims management services. The
Group's Legal Services division, Bond Turner, provides the legal support to
maximise the recovery of costs through settlement or court action as well as
the processing of any associated personal injury claim.

The Group was admitted to trading on AIM in June 2018 with the ticker ANX.

For additional information please visit: www.anexo-group.com. To subscribe
to our investor alert service and receive all press releases, financial
results and other key shareholder messages as soon as they become available,
please visit: https://www.anexo-group.com/content/investors/alert.asp
(https://url.avanan.click/v2/r02/___https:/www.anexo-group.com/content/investors/alert.asp___.YXAxZTpzaG9yZWNhcDphOm86NDY3MDhmMWEzMDJmMDJiOWM3OWVlNGZkYWY4YWQyMmY6NzphNjIyOmJlYzQ1NzBkNzU1Mzc4YjNkNjYxYmQyYjNjNDAxOTUyMTU2MGE2OTI5YzlmZGRmZmYxZDA0YmZhMzY1MGVjZTA6cDpUOk4)
.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available at www.anexo-group.com/content/investors/possible-offer
(https://url.avanan.click/v2/r02/___https:/www.anexo-group.com/content/investors/possible-offer___.YXAxZTpzaG9yZWNhcDphOm86NDY3MDhmMWEzMDJmMDJiOWM3OWVlNGZkYWY4YWQyMmY6NzoxOTRkOmEzZmYzYzZmYmUyMmU3MjMzNjdkYzgxYWQ4NTM4MzBhZGI5YzFhYjE0ZTU5Zjg2NDQwZGJlMWYzYWJlMWUyNTE6cDpUOk4)
, by no later than 12 noon (London time) on 11 August 2025.

The content of the website referred to above is not incorporated into and does
not form part of this announcement.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Disclaimers

Grant Thornton UK Advisory & Tax LLP ("Grant Thornton") which is
authorised and regulated by the Financial Conduct Authority ("FCA") in the UK,
is acting exclusively for Anexo and no one else in connection with the matters
described in this announcement and will not be responsible to anyone other
than Anexo for providing the protections afforded to clients of Grant Thornton
nor for providing advice in connection with the matters referred to herein.
Neither Grant Thornton nor any of its subsidiaries, branches or affiliates
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Grant Thornton in connection with this
announcement, any statement contained herein, any offer or otherwise. Apart
from the responsibilities and liabilities, if any, which may be imposed on
Grant Thornton by the Financial Services and Markets Act 2000, or the
regulatory regime established thereunder, or under the regulatory regime of
any jurisdiction where exclusion of liability under the relevant regulatory
regime would be illegal, void or unenforceable, neither Grant Thornton nor any
of its affiliates accepts any responsibility or liability whatsoever for the
contents of this announcement, and no representation, express or implied, is
made by it, or purported to be made on its behalf, in relation to the contents
of this announcement, including its accuracy, completeness or verification of
any other statement made or purported to be made by it, or on its behalf, in
connection with Anexo or the matters described in this document. To the
fullest extent permitted by applicable law, Grant Thornton and its affiliates
accordingly disclaim all and any responsibility or liability whether arising
in tort, contract or otherwise (save as referred to above) which they might
otherwise have in respect of this announcement, or any statement contained
herein.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited
(either individually or collectively "Shore Capital"), which are authorised
and regulated by the FCA in the UK, are acting exclusively for Anexo and no
one else in connection with the matters described in this announcement and
will not be responsible to anyone other than Anexo for providing the
protections afforded to clients of Shore Capital nor for providing advice in
connection with the matters referred to herein. Neither Shore Capital nor any
of its subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Shore Capital in connection with this announcement, any statement
contained herein, any offer or otherwise. Apart from the responsibilities and
liabilities, if any, which may be imposed on Shore Capital by the Financial
Services and Markets Act 2000, or the regulatory regime established
thereunder, or under the regulatory regime of any jurisdiction where exclusion
of liability under the relevant regulatory regime would be illegal, void or
unenforceable, neither Shore Capital nor any of its affiliates accepts any
responsibility or liability whatsoever for the contents of this announcement,
and no representation, express or implied, is made by it, or purported to be
made on its behalf, in relation to the contents of this announcement,
including its accuracy, completeness or verification of any other statement
made or purported to be made by it, or on its behalf, in connection with Anexo
or the matters described in this document. To the fullest extent permitted by
applicable law, Shore Capital and its affiliates accordingly disclaim all and
any responsibility or liability whether arising in tort, contract or otherwise
(save as referred to above) which they might otherwise have in respect of this
announcement, or any statement contained herein.

 

 

 

 

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