REG - DBAY Advisors Ltd Anexo Group PLC - Statement regarding Anexo Group plc

AnexoAnnouncement

22/04/2025 16:30

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RNS Number : 7287F  DBAY Advisors Limited  22 April 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

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT AN OFFER WILL BE MADE, OR AS TO THE TERMS ON WHICH ANY OFFER
WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/2014) WHICH IS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

FOR IMMEDIATE RELEASE

22 April 2025

DBAY Advisors Limited ("DBAY")

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

DBAY notes the recent press speculation regarding a possible offer for Anexo
and confirms that DBAY, Alan Sellers and Samantha Moss are considering a
possible offer for the entire issued and to be issued ordinary shares of the
Company (save for those already owned by DBAY, Alan Sellers and Samantha Moss)
(the "Proposal").

DBAY, Alan Sellers and Samantha Moss confirm that they currently expect any
offer for the Company to comprise entirely loan notes issued by a newly
incorporated entity jointly controlled by funds managed or advised by DBAY,
and Alan Sellers and Samantha Moss, or ordinary shares with an underlying
economic interest in the newly incorporated entity making the Proposal. The
status of DBAY, Alan Sellers and Samantha Moss as joint offerors remains under
consideration, and would be subject to confirmation of the Panel's agreement.

For the purposes of Rule 2.5(a) of the Code, DBAY, Alan Sellers and Samantha
Moss reserve the right to introduce other forms of consideration and/or vary
the mix of consideration of any offer. DBAY, Alan Sellers and Samantha Moss
also reserve the right to make an offer on less favourable terms than the
Proposal: (i) with the agreement of the independent Anexo directors; (ii) if
Anexo announces, declares, makes, pays or makes payable any dividend or any
other distribution or return of capital to shareholders, in which case DBAY,
Alan Sellers and Samantha Moss will have the right to make an equivalent
reduction to the Proposal price; (iii) if a third party announces a firm
intention to make an offer for Anexo on less favourable terms than the
Proposal; or (iv) following the announcement by Anexo of a Rule 9 waiver
proposal or a reverse takeover (as defined in the Code).

In accordance with Rule 2.6(a) of the Code, DBAY Alan Sellers and Samantha
Moss are required, by no later than 5.00 p.m. on 20 May 2025, to do one of the
following: (i) announce a firm intention to make an offer for Anexo in
accordance with Rule 2.7 of the Code; or (ii) announce that they do not intend
to make an offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline can only be
extended with the consent of the Panel in accordance with Rule 2.6(c) of the
Code.

Prior to this announcement it has not been practicable for DBAY, Alan Sellers
and Samantha Moss to make enquiries of all persons acting in concert with them
to determine whether any dealings in Anexo's shares by such persons give rise
to a requirement under Rule 6 or Rule 11 of the Code for DBAY Alan Sellers and
Samantha Moss, if they were to make an offer, to offer any minimum level, or
particular form, of consideration. In accordance with note 4 on Rule 2.4 of
the Code, any such details shall be announced as soon as practicable and in
any event by no later than 12.00 noon (London time) on 6 May 2025.

This announcement has been made without the consent of Anexo.

A further announcement will be made if and when appropriate.

Enquiries:

 Investec Bank plc (Financial Adviser to DBAY)  +44 (0) 207 597 5970
 Gary Clarence, Harry Hargreaves

 

 

The person at DBAY responsible for making this announcement is Mike Haxby,
Partner.

 

Important notices

This announcement is not intended to and does not constitute an offer to buy
or the solicitation of an offer to subscribe for or sell or an invitation to
purchase or subscribe for any securities or the solicitation of any vote in
any jurisdiction.

 

The release, publication or distribution of this announcement, in whole or in
part, directly or indirectly, in jurisdictions outside the United Kingdom may
be restricted by law and, therefore, persons into whose possession this
announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdictions.

 

Investec Bank PLC ("Investec"), which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the UK, is acting as financial adviser
exclusively for DBAY and no one else in connection with the matters set out in
this announcement and will not be responsible to any person other than DBAY
for providing the protections afforded to clients of Investec, nor for
providing advice in relation to the content of this announcement or any matter
referred to herein. 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.

Inside Information

On the publication of this announcement via a Regulatory Information Service,
the inside information contained within this announcement is now considered to
be in the public domain.

 

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) at www.dbayadvisors.com
(http://www.dbayadvisors.com) , by no later than 12 noon (London time) on 23
April 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.

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