REG - DBAY Advisors Ltd Anexo Group PLC - Publication of Offer Document

AnexoAnnouncement

19/08/2025 12:00

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RNS Number : 9276V  DBAY Advisors Limited  19 August 2025

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

FOR IMMEDIATE RELEASE

19 August 2025

UNCONDITIONAL RECOMMENDED CONTRACTUAL OFFER

for

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

by

Alabama Bidco Limited ("Bidco")

a newly incorporated entity jointly controlled indirectly by funds managed or
advised by DBAY Advisors Limited ("DBAY") and Alan Sellers and Samantha Moss
(Alan Sellers and Samantha Moss each a "Founder", together the "Founders" and
together with DBAY, the "Joint Bidders")

intended to be effected by means of a takeover offer under Part 28 of the
Companies Act

PUBLICATION OF OFFER DOCUMENT, REVISED MIDCO SHA AND REVISED MIDCO ARTICLES

On 22 July 2025, the Independent Anexo Directors and the Joint Bidders
announced that they had reached agreement on the terms of an unconditional
recommended contractual offer by Bidco (the "Offer") to acquire the entire
issued and to be issued share capital of Anexo other than the Committed Anexo
Shares (the "Offer Shares"). The Offer is intended to be effected by means of
a takeover offer under and within the meaning of Part 28 of the Companies Act
(the "Takeover Offer"). On the same date, Anexo sent a circular to Anexo
Shareholders detailing the proposed return of up to £12 million in cash to
Eligible Shareholders by way of a tender offer at 60 pence per Anexo Share
(the "Tender Offer") (the "Tender Offer Circular"). Following completion of
the Tender Offer, Bidco, as at the Latest Practicable Date, holds 74,325,016
Anexo Shares (representing approximately 75.8 per cent. of the issued Anexo
Shares)

The Independent Anexo Directors and the Joint Bidders are now pleased to
announce that the offer document containing, amongst other things, the full
terms and conditions of the Takeover Offer and the procedures for accepting
the Takeover Offer (the "Offer Document") has been published and is being sent
today to Anexo Shareholders and, for information only, participants in the
Anexo Share Schemes and to persons with information rights, together with (for
those Anexo Shareholders who hold their Anexo Shares in certificated form) the
related Form of Acceptance.

A copy of the Offer Document and related Form of Acceptance will be made
available, subject to certain restrictions relating to persons in Restricted
Jurisdictions, for inspection on Anexo's website at www.anexo-group.com
(http://www.anexo-group.com) and DBAY's website at www.dbayadvisors.com/anexo
(http://www.dbayadvisors.com/anexo) by no later than 12:00 p.m. (London time)
on the Business Day following the date of this announcement.

Capitalised terms used but not defined in this announcement have the meanings
given to them in the Offer Document.

Information for Anexo Shareholders

As Bidco currently holds in excess of 50 per cent. of the voting rights in
Anexo, the Takeover Offer is not subject to any minimum level of acceptance
and is therefore unconditional from the outset. As such, acceptances under the
Takeover Offer will be final and binding with no rights of withdrawal save as
otherwise agreed in writing between Bidco and any particular Anexo Shareholder
or as otherwise permitted by Bidco (either generally or in respect of any
particular Anexo Shareholder). There is no acceptance condition in respect of
the Takeover Offer.

The Takeover Offer will remain open for acceptances until Bidco confirms the
Final Acceptance Date, with shareholders receiving at least 14 days' prior
notice of the specified date (which cannot be less than 21 days after the
posting of the Offer Document). The Takeover Offer will therefore be open for
acceptance until 1:00 p.m. (London time) on the Final Acceptance Date.

The procedures for accepting the Takeover Offer are set out in paragraph 16 of
Part 1 of the Offer Document (Letter from Alabama Bidco Limited). Acceptances
of the Takeover Offer in respect of Anexo Shares held in certificated form
(that is, not in CREST) should be made by completing and returning the Form of
Acceptance accompanying the Offer Document, together with the share
certificate(s) and/or other documents of title, as soon as possible and, in
any event, so as to be received by the Receiving Agent, Equiniti Limited, by
no later than 1:00 p.m. (London time) on the Final Acceptance Date.
Acceptances in respect of Anexo Shares held in uncertificated form (that is,
in CREST) should be made electronically through CREST so that the TTE
Instruction settles as soon as possible and, in any event, no later than 1:00
p.m. (London time) on the Final Acceptance Date. If you are a CREST sponsored
member, you should refer to your CREST sponsor as only your CREST sponsor will
be able to send the necessary TTE Instruction to Euroclear. Further details of
how to accept the Takeover Offer are set out in the Offer Document. All Anexo
Shareholders (irrespective of whether they hold their Anexo Shares in
certificated or uncertificated form) wishing to elect for the Alternative
Offer must provide KYC Information to Crowe Trust, and should note that
failure to deliver such KYC Information in a form satisfactory to Bidco prior
to the settlement of the consideration for the Alternative Offer (being the
issuance of Consideration Shares) will result in any purported acceptance of
the Alternative Offer being treated as invalid by Bidco. In such
circumstances, the relevant Anexo Shareholder shall be deemed to have instead
elected to receive PIK Loan Notes pursuant to the terms of the Loan Note Offer
in respect of all of their holding of Anexo Shares (provided that, where an
Anexo Shareholder holds as nominee or by way of a similar arrangement for more
than one beneficial owner, the invalidity of an election made, or failure to
provide the required KYC Information, in respect of one beneficial owner will
not impact the validity of an election made on behalf of any another
beneficial owner).

If you have any question about the Offer Document or the accompanying
documents, or are in any doubt as to how to complete the Form of Acceptance
(for Anexo Shares held in certificated form) or make an Electronic Acceptance,
or wish to obtain an additional Form of Acceptance, please contact the
Receiving Agent by telephone on +44 (0) 371 384 2050 or by post to Equiniti
Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex
BN99 6DA. Lines will be open between 8:30 a.m. to 5:30 p.m. (London time),
Monday to Friday (excluding public holidays in England and Wales). Different
charges may apply to calls from mobile telephones and/or calls from outside
the United Kingdom, which will be charged at the applicable international
rate. Calls may be recorded and randomly monitored for security and training
purposes.

A further announcement will be made in due course confirming the Final
Acceptance Date and the final settlement date in respect of the Takeover
Offer.

De-listing, compulsory acquisition and re-registration

Following completion of the Tender Offer, Bidco held, as of close of business
on the Latest Practicable Date, approximately 75.8 per cent. of the Anexo
Shares, and now intends to seek the cancellation of the admission to trading
on AIM of the Anexo Shares, with such cancellation expected to take effect as
soon as practicable and, in any event, prior to 30 September 2025.

If Bidco receives acceptances under the Takeover Offer in respect of, and/or
otherwise acquires, 90 per cent. or more of the Anexo Shares to which the
Takeover Offer relates by nominal value and voting rights attaching to such
shares, Bidco intends to exercise its rights pursuant to the provisions of
Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the
remaining Anexo Shares in respect of which the Takeover Offer has not been
accepted on the same terms as the Takeover Offer.

As soon as practicable following the cancellation, Bidco intends to procure
the re-registration of Anexo as a private limited company under the relevant
provisions of the Companies Act. Anexo has also undertaken as part of the
financing arrangements for the Tender Offer to, by no later than 30 September
2025 (or such later date as may be agreed with the lender), procure the
cancellation of the admission of its AIM listing and the re-registration (in
the case of the latter, provided no application is made in accordance with the
terms of section 98 of the Companies Act).

Following the cancellation and re-registration, Anexo Shares will no longer
remain tradeable on AIM, which is expected to remove or significantly reduce
the liquidity and marketability of any Anexo Shares in respect of which the
Takeover Offer has not been accepted. It is therefore expected that holdings
of Anexo Shares will be more difficult to value and trade. Any remaining Anexo
Shareholders (unless their Anexo Shares are compulsorily acquired in the
manner described in paragraph 14 of Part 1 of the Offer Document) will become
minority shareholders in a majority controlled private limited company and may
therefore be unable to sell their Anexo Shares. There can be no certainty that
Anexo will pay any further dividends or other distributions or that such Anexo
Shareholders will again be offered an opportunity to sell their Anexo Shares
on terms which are equivalent to, or no less advantageous than, those under
the Takeover Offer.

Information for participants in the Anexo Share Scheme

Participants in the Anexo Share Scheme will be contacted separately regarding
the effect of the Takeover Offer on their rights under the Anexo Share Scheme.
Where applicable, appropriate proposals will be made to participants in the
Anexo Share Scheme pursuant to Rule 15 of the Code.

Timetable

The Offer Document contains an expected timetable of principal events relating
to the Takeover Offer, which is also attached as an Appendix to this
announcement. If any of the dates and/or times in the expected timetable
change, notice of such change(s) will be given to Anexo Shareholders by
announcement through a Regulatory Information Service, with such announcement
being made available on Anexo's website at www.anexo-group.com
(http://www.anexo-group.com) and DBAY's website at www.dbayadvisors.com/anexo
(http://www.dbayadvisors.com/anexo) .

Revised Alternative Offer documentation

Certain amendments have been made to the Midco SHA and the Midco Articles with
respect to the Alternative Offer to provide that, where Midco proposes to
allot new securities for non-cash consideration to: (i) Midco's immediate
parent, Alabama Topco Limited; (ii) any Delaware Fund; (iii) any Founder; or
(iv) a person affiliated with any of them (a "Relevant Issue"):

·      holders of 75 per cent. of the nominal value of B Shares are
permitted to require Midco to undertake an independent valuation of: (i) the
value attributable to the consideration; and (ii) the attributable issue price
per Midco share prior to the subscription by reference to the value of the
aggregate pre-subscription value of Midco and its subsidiaries; and

·      Midco may not complete the Relevant Issue unless: (i) it receives
the independent valuer's determination; and (ii) the number of shares to be
issued pursuant to the Relevant Issue does not exceed a specified threshold.

Copies of the Revised Midco SHA and the Revised Midco Articles will be made
available for inspection, subject to certain restrictions relating to persons
in Restricted Jurisdictions, Anexo's website at www.anexo-group.com
(http://www.anexo-group.com) and DBAY's website at www.dbayadvisors.com/anexo
(http://www.dbayadvisors.com/anexo) .

Shareholder helpline

If you have any questions about this Offer Document or the Form of Acceptance,
or are in any doubt as to how to complete the Form of Acceptance (for Anexo
Shares held in certificated form) or to make an Electronic Acceptance (for
Anexo Shares held in uncertificated form), or wish to obtain an additional
Form of Acceptance, please contact the Receiving Agent by telephone on +44 (0)
371 384 2050 or by writing to Equiniti Limited, Corporate Actions, Aspect
House, Spencer Road, Lancing, West Sussex BN99 6DA. Lines will be open between
8:30 a.m. to 5:30 p.m. (London time), Monday to Friday (excluding public
holidays in England and Wales). Different charges may apply to calls from
mobile telephones and/or calls from outside the United Kingdom, which will be
charged at the applicable international rate. Calls may be recorded and
randomly monitored for security and training purposes. The helpline cannot
provide advice on the merits of the Takeover Offer nor give any financial,
legal or tax advice.

 Enquiries:
 Anexo                                           +44 151 227 3008

 Mark Bringloe/Nick Dashwood Brown
 Grant Thornton (Financial Adviser to Anexo)     +44 20 7383 5100

 Philip Secrett/Samantha Harrison
 Bidco/DBAY                                      +44 1624 602130

 Mike Haxby
 Investec (Financial Adviser to Bidco and DBAY)  +44 20 7597 5970

 Gary Clarence
 Harry Hargreaves

Important Notices

Investec Bank plc ("Investec"), which is authorised in the United Kingdom by
the Prudential Regulation Authority and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively as financial adviser to
Bidco and DBAY and for no one else in connection with the matters described in
this announcement and will not be responsible to anyone other than Bidco and
DBAY for providing the protections afforded to clients of Investec nor for
providing advice in relation to the Takeover Offer, the contents of this
announcement or any other matters referred to in this announcement. Neither
Investec 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 Investec in connection with this announcement, any statement
contained herein or otherwise. Apart from the responsibilities and
liabilities, if any, which may be imposed on Investec 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 Investec nor any of its subsidiaries, branches or
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 the Takeover Offer or the matters described in this
announcement. To the fullest extent permitted by applicable law, Investec, its
subsidiaries, branches and its affiliates accordingly disclaim all and any
responsibility or liability whether arising in tort, contract or otherwise
(save as referred to above in this paragraph) which they might otherwise have
in respect of this announcement, or any statement contained herein.

Grant Thornton UK Advisory & Tax LLP ("Grant Thornton") which is
authorised and regulated by the Financial Conduct Authority 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 announcement. 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.

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer, invitation, inducement or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of or exercise rights in respect of, any securities or
the solicitation of any vote or approval of an offer to buy securities in any
jurisdiction pursuant to the Takeover Offer or otherwise nor shall there be
any sale, issuance or transfer of any securities pursuant to the Takeover
Offer in any jurisdiction in contravention of any applicable laws.

If you are in any doubt about as to the contents of this announcement or the
Offer Document (or any accompanying  documents) or what action you should
take, you are recommended to seek your own personal advice immediately from
your stockbroker, bank manager, solicitor, accountant or other independent
financial adviser authorised under the Financial Services and Markets Act
2000, if you are resident in the United Kingdom or, if not, from another
appropriately independent financial adviser in the relevant jurisdiction.

The Takeover Offer will be implemented solely pursuant to the terms of the
Offer Document (or in the event that the Offer is to be implemented by means
of a Scheme, the Scheme Document), which will contain the full terms and
conditions of the Takeover Offer, including details of how the Takeover Offer
may be accepted. Any response or decision in respect of the Takeover Offer
should be made only on the basis of information contained in the Offer
Document. Anexo Shareholders are advised to read the formal documentation in
relation to the Takeover Offer entirely and carefully before making a decision
with respect to the Takeover Offer.

This announcement does not constitute a prospectus or prospectus equivalent
document.

This announcement may not be published, distributed, diffused or otherwise
sent into the United States. This announcement does not constitute an
extension into the United States of the Takeover Offer, nor does this
announcement constitute nor form part of an offer to sell securities or the
solicitation of an offer to buy securities in the United States.

Overseas jurisdictions

The release, publication or distribution of this announcement in, and the
availability of the Takeover Offer to persons who are residents, citizens or
nationals of, jurisdictions other than the United Kingdom may be restricted by
laws and/or regulations of those jurisdictions. Therefore, any persons who are
subject to the laws and regulations of any jurisdiction other than the United
Kingdom or Anexo Shareholders who are not resident in the United Kingdom
should inform themselves about and observe any applicable requirements in
their jurisdiction. Any failure to comply with the applicable requirements may
constitute a violation of the laws and/or regulations of any such
jurisdiction.

In particular, unless otherwise permitted by applicable law and regulation,
copies of this announcement and any formal documentation relating to the
Takeover Offer are not being, and must not be, directly or indirectly, mailed
or otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction.

Unless otherwise permitted by applicable law and regulation, the Takeover
Offer may not be made, directly or indirectly, in or into, or by the use of
mails or any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Takeover
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted Jurisdiction where
to do so would violate the laws of that jurisdiction.

Each Anexo Shareholder is urged to consult their independent professional
adviser regarding the tax consequences of accepting the Takeover Offer.

This announcement has been prepared for the purpose of complying with English
law, the rules of the London Stock Exchange, the AIM Rules and the Code and
the information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws
of jurisdictions outside England and Wales.

Where Bidco believes that an election for the Alternative Offer by any Anexo
Shareholder may infringe applicable legal or regulatory requirements, or may
result in a requirement for a registration under the securities laws of any
Restricted Jurisdiction, Bidco will have the right to deem that such Anexo
Shareholder has not validly elected for the Alternative Offer and such Anexo
Shareholder will, where he, she or it has validly accepted the Takeover Offer,
instead receive the Loan Note Offer in respect of the Anexo Shares which were
subject to such an election in accordance with the terms of the Takeover
Offer.

Information for US Shareholders

The Takeover Offer is not being made, directly or indirectly, in the United
States, to persons residing in the United States, by means of the mails or any
means or instrumentality (including without limitation, facsimile
transmission, telex, telephone or electronic mail) of interstate or foreign
commerce of, or any facilities of a national securities exchange of, the
United States. Consequently, copies of the Offer Document and other documents
relating to the Takeover Offer will not be mailed, communicated, or otherwise
distributed in the United States through an intermediary or any other person
in any manner whatsoever.

No shareholder of Anexo may accept the Takeover Offer unless such shareholder
is able to represent that: (i) it did not receive in the United States a copy
of the Offer Document or any other document related to the Takeover Offer and
did not send such documents to the United States; (ii) it has not used,
directly or indirectly, the mails or any other means or instrumentality of
interstate or foreign commerce of, or any facilities of a national securities
exchange of, the United States in relation to the Takeover Offer; (iii) it was
not within the territory of the United States when it accepted the terms of
the Takeover Offer or gave its order to accept the Takeover Offer; and (iv) it
is neither an agent nor a fiduciary acting for a person other than a person
who gave instructions from outside the United States. Authorised
intermediaries may not accept orders to tender shares that have not been made
in conformity with the provisions set forth above.

The PIK Loan Notes and the Consideration Shares have not been, and will not
be, listed on any stock exchange or registered under the US Securities Act or
under the securities laws of any jurisdiction of the United States and no
steps have been, or will be, taken to enable the PIK Loan Notes and/or the
Consideration Shares to be offered in compliance with the applicable
securities laws of any state, province, territory or jurisdiction of the
United States. Accordingly, the PIK Loan Notes and the Consideration Shares
are not being, nor (unless an exemption under relevant securities laws is
applicable) can they be, offered, sold, resold or delivered, directly or
indirectly, in or into or from the United States or any other jurisdiction if
to do so would constitute a violation of the relevant laws of, or require
registration of them in, such jurisdiction or to, or for the account or
benefit of, any US person.

Further details in relation to Anexo Shareholders in overseas jurisdictions
will be contained in the Offer Document.

Forward-looking statements

This announcement contains certain statements which are, or may be deemed to
be, "forward-looking statements" which are prospective in nature. All
statements other than statements of historical fact are, or may be deemed to
be, forward-looking statements. Forward-looking statements are based on
current expectations and projections about future events and are therefore
subject to known and unknown risks and uncertainties which could cause actual
results, performance or events to differ materially from the future results,
performance or events expressed or implied by the forward-looking statements.
Often, but not always, forward-looking statements can be identified by the use
of forward-looking words such as "plans", "expects", "is expected", "is
subject to", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates", "believes", "targets", "aims", "projects", "goal", "objective",
"outlook", "risks", "seeks" or words or terms of similar substance or the
negative thereof, as well as variations of such words and phrases or
statements that certain actions, events or results "may", "could", "should",
"would", "might", "probably" or "will" be taken, occur or be achieved. Such
statements are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations.

Such forward-looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results to differ materially from
those projected or implied in any forward-looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue reliance on
such forward-looking statements, which speak only as of the date of this
announcement. Any forward-looking statements made in this announcement on
behalf of Bidco or Anexo are made as of the date of this announcement based on
the opinions and estimates of directors of Bidco and Anexo, respectively. Each
of Bidco and Anexo and (where relevant) their respective members, directors,
officers, employees, advisers and any person acting on behalf of one or more
of them, expressly disclaims any intention or obligation to update or revise
any forward-looking or other statements contained in this announcement,
whether as a result of new information, future events or otherwise, except as
required by applicable law. Neither Bidco, Anexo, nor (where relevant) their
respective members, directors, officers or employees, advisers or any person
acting on their behalf, provides any representation, assurance or guarantee
that the occurrence of the events expressed or implied in any forward-looking
statements in this announcement will actually occur.

No forward-looking or other statements have been reviewed by the auditors of
Bidco or Anexo. All subsequent oral or written forward-looking statements
attributable to Bidco or Anexo of their respective members, directors,
officers, advisers or employees or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statement above.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

No profit forecasts or estimates

Nothing in this announcement (including any statement of estimated synergies)
is intended or shall be deemed to be a forecast, projection or estimate of the
future financial performance of Bidco or Anexo for any period and no statement
in this announcement should be interpreted to mean that cash flow from
operations, earnings, earnings per share or income of those persons (where
relevant) for the current or future financial years would necessarily match or
exceed the historical published cash flow from operations, earnings, earnings
per share or income of those persons (as appropriate).

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent.
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) of the Code applies must
be made by no later than 3:30 p.m. (London time) on the 10th Business Day
following the commencement of the Offer Period and, if appropriate, by no
later than 3:30 p.m. (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
one per cent. 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, save to the extent
that these details have previously been Disclosed under Rule 8 of the Code. A
Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be
made by no later than 3:30 p.m. (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
normally be deemed to be a single person for the purpose of Rule 8.3 of the
Code.

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 of the Code). 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 Panel's website at www.thetakeoverpanel.org.uk
(http://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.

Information relating to Anexo Shareholders

Please be aware that addresses, electronic addresses and certain other
information provided by Anexo Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Anexo may be
provided to Anexo during the Offer Period as required under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Publication on website and availability of hard copies

A copy of this announcement and the display documents required to be published
pursuant to Rule 26.1 of the Code will be made available, free of charge and
subject to certain restrictions relating to persons in Restricted
Jurisdictions, on Anexo's website at www.anexo-group.com
(http://www.anexo-group.com) and DBAY's website at www.dbayadvisors.com/anexo
(http://www.dbayadvisors.com/anexo) by no later than 12:00 p.m. (London time)
on the Business Day following the date of this announcement. For the avoidance
of doubt, the contents of such websites are not incorporated into, and do not
form part of, this announcement.

In accordance with Rule 30.3 of the Code, a person so entitled may request a
copy of this announcement (and any information incorporated into it by
reference to another source) in hard copy form by writing to Equiniti Limited,
Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or by calling them
on +44 (0) 371 384 2050.. Calls are charged at the standard geographic rate
and will vary by provider. Calls outside the United Kingdom will be charged at
the applicable international rate. The helpline is open between 8:30 a.m. and
5:30 p.m. (London time), Monday to Friday excluding public holidays in England
and Wales.

Save as otherwise referred to above, a hard copy of this announcement will not
be sent unless requested. Any such person may also request that all further
documents, announcements and information in relation to the Takeover Offer
should be sent to them in hard copy form.

General

Bidco reserves the right to elect, subject to the prior consent of the Panel,
to implement the Offer by means of a Scheme as an alternative to the Takeover
Offer. In such an event, such Scheme would be implemented on substantially the
same terms and conditions, so far as applicable, as those which would apply to
the Takeover Offer, subject to appropriate amendments to reflect the change in
method of effecting the Takeover Offer.

The statements contained in this announcement are made as at the date of this
announcement unless some other time is specified in relation to them, and
service of this announcement shall not give rise to any implication that there
has been no change in the facts set forth in this announcement since such
date.

The Takeover Offer will be subject to English law, the jurisdiction of the
courts of England and Wales, and the applicable requirements of the Companies
Act, the Takeover Code, the Panel, the London Stock Exchange and the Financial
Conduct Authority.

 

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The dates and times below are indicative only and are based on current
expectations and may be subject to change.

If any of the dates and/or times in this expected timetable change, notice of
the revised dates and/or times will be given to Anexo Shareholders by
announcement through a Regulatory Information Service, with such announcement
being made available on Anexo's website at www.anexo-group.com
(http://www.anexo-group.com) and DBAY's website at www.dbayadvisors.com/anexo
(http://www.dbayadvisors.com/anexo) .  Further updates and changes to these
times will be notified in the same way.

Unless otherwise stated, all times referred to in this Offer Document and
timetable below are London times.

 Event                                                                            Time and/or date
 Rule 2.7 Announcement                                                            22 July 2025
 Publication and posting of this Offer Document, the Form of Acceptance and the   19 August 2025
 KYC Form
 Day 21 and end of the Offer Period                                               9 September 2025
 Issue of PIK Loan Notes to Anexo Shareholders who accept the Loan Note Offer     No later than 23 September 2025
 and Issue of Consideration Shares to Anexo Shareholders who accept the
 Alternative Offer, in each case at or prior to 1:00 p.m. on 9 September, being
 14 days after Day 21
 Cancellation of the admission of Anexo Shares to trading on AIM                  Prior to 30 September 2025
 Latest date and time by which the Takeover Offer can be accepted((1))            1:00 p.m. on the Final Acceptance Date
 Issue of PIK Loan Notes to Anexo Shareholders who accept the Loan Note Offer     No later than 14 days after acceptance
 and Issue of Consideration Shares to Anexo Shareholders who accept the
 Alternative Offer, in each case after 1:00 p.m. on 9 September 2025

 

 

Notes:

(1)     Bidco will notify Anexo Shareholders of the Final Acceptance Date
(which shall be after Day 21) and the final settlement date by giving at least
14 days' notice via an announcement through a Regulatory Information Service,
with such announcement being made available on Anexo's website at
www.anexo-group.com (http://www.anexo-group.com) and DBAY's website at
www.dbayadvisors.com/anexo (http://www.dbayadvisors.com/anexo) .

 

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