REG - Anexo Group PLC - Updated Recommendation Statement and Q&A Document

AnexoAnnouncement

01/08/2025 18:30

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RNS Number : 7215T  Anexo Group PLC  01 August 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

1 August 2025

Anexo Group plc
("Anexo" or the "Company")

 

Further to Recommended Unconditional Offer Announcement

Updated Recommendation Statement

 and

Publication of Takeover Offer and Tender Offer Q&A Document

 

On 22 July 2025, the Independent Anexo Directors and the Joint Bidders
announced the terms of a recommended unconditional offer for Anexo (the
"Takeover Offer"). At the same time Anexo announced a return of capital to
Eligible Shareholders of up to £12 million in cash at a price of 60 pence per
Anexo Share (the "Tender Offer").

Following discussions with the Takeover Panel, the Company has agreed the
Recommendation in respect of the Takeover Offer should be given by the
Independent Non-Executive Directors only being, Chris Houghton, Richard Pratt
and Roger Barlow. Accordingly, the Independent Anexo Directors still
unanimously recommend the Takeover Offer. The recommendation statement has
been included below.

Recommendation by Independent Anexo Directors

The Independent Anexo Directors have considered the advice from Grant Thornton
in connection with the financial terms of the Tender Offer and the Takeover
Offer. It is noted that the Offer Price falls within a range of comparable
multiples identified by Grant Thornton. The Independent Anexo Directors have
also considered in detail Grant Thornton's comments on the potential upside of
the diesel emission litigation claims. The Independent Anexo Directors
emphasise that: (i) the market has been kept abreast of significant events
with respect to such claims and; (ii) all the claims are within a litigation
process of which a large proportion are at a very early stage, impossible to
quantify and therefore the Independent Anexo Directors would not expect any
offeror to heavily weight these claims into its offer price. The Independent
Anexo Directors note that any Anexo Shareholders that accept the Alternative
Offer for Consideration Shares may indirectly benefit from any potential
upside from such diesel emission litigation claims. The Independent Directors
note that the Offer Price is at a premium of 17.6 per cent. to the closing
price of 51 pence per Anexo Share on 17 April 2025 (being the last Business
Day before the Offer Period began), and a premium of 13.9 per cent to the
volume weighted average price of 52.7 pence for the month ended on 17 April
2025 (being the last Business Day before the Offer Period began),

The Independent Directors have also considered that Topco has no restrictions
on buying Anexo Shares and there will be no requirement under the Takeover
Code for it to make an offer for Anexo Shares in the future. Anexo
Shareholders who do not take up their entitlement under the Tender Offer or
accept the Offer will not have any certainty that Anexo Shares will remain
admitted to trading on AIM and the Independent Directors would draw Anexo
Shareholders attention to the Joint Bidders' intention to seek, and the
undertaking of Anexo to procure (subject to Anexo Shareholder approval), a
de-listing (as set out paragraph 20 of this Announcement) and consequently
there can be no certainty that Anexo Shares will continue to be traded.
Furthermore, holders of Anexo Shares will not benefit from the exit provisions
available for holders of the PIK Loan Notes or Consideration Shares in the
future.

After taking all the above into account, the Independent Anexo Directors
believe that the terms of both the Tender Offer and the Takeover Offer to be
fair and reasonable, and (i) recognise the medium-term risks and prospects of
Anexo in its current form as a standalone, small-cap quoted entity, (ii) are
in the best interests of Anexo's stakeholders and (iii) that Anexo
Shareholders should be given this opportunity to realise value. Consequently,
the Independent Anexo Directors have recommended in the Circular that Anexo
Shareholders vote in favour of the Tender Offer Resolution and hereby further
recommend that they accept the Takeover Offer.

However, the Independent Anexo Directors are not making any recommendation or
giving any advice to Anexo Shareholders as to whether or not they should elect
for the PIK Loan Notes or Consideration Shares. Anexo Shareholders are
strongly recommended to take into account the disadvantages and advantages
highlighted in paragraph 14 of this Announcement, as well as their individual
circumstances, and should take their own independent financial, legal and tax
advice when deciding whether or not to elect for the Alternative Offer.

The Independent Anexo Directors for the purposes of the Takeover Offer
comprise of the independent non-executive directors of the Company being Chris
Houghton, Roger Barlow and Richard Pratt. Mark Bringloe, Dawn O'Brien, Gary
Carrington and Rachael Wong, who are continuing their employment with Anexo,
have not participated in the recommendation in respect of the Takeover Offer.

The Independent Anexo Directors for the purposes of the Tender Offer comprise
of Chris Houghton, Roger Barlow and Richard Pratt, Mark Bringloe, Dawn
O'Brien, Gary Carrington and Rachael Wong.

 

Publication of Takeover Offer and Tender Offer Q&A Document

Following the announcements, Anexo has received several questions requesting
further information on the Tender Offer and the Takeover Offer, as well as in
relation to the cancellation trading of Anexo Shares on AIM. To clarify
certain points, Anexo has prepared a further document which addresses and
clarifies certain questions (the "Q&A Document"). The Q&A Document
will be available on the Company's website at
www.anexo-group.com/content/investors/possible-offer
(https://www.anexo-group.com/content/investors/possible-offer) .

 

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

 Grant Thornton                                    +44 (0) 20 7383 5100

(Rule 3 Adviser to Anexo Group plc)

 Philip Secrett / Samantha Harrison

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://www.anexo-group.com/content/investors/possible-offer) , by no later
than 12 noon (London time) on 4 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.

 

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