REG - DBAY Advisors Ltd Anexo Group PLC - Update on Takeover Offer Acceptances

AnexoAnnouncement

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RNS Number : 6777Y  DBAY Advisors Limited  10 September 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

10 September 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")

by means of a takeover offer under Part 28 of the UK Companies Act

UPDATE ON TAKEOVER OFFER ACCEPTANCES

Background

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 UK Companies
Act (the "Takeover Offer").

On 19 August 2025, 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"), together with the related
Form of Acceptance and the KYC Form, were published and posted to Anexo
Shareholders and, for information purposes only, to participants in the Anexo
Share Scheme and persons with information rights. Copies of the Offer
Document, the Form of Acceptance and the KYC Form are 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) .

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

 

Update on Takeover Offer acceptances & Irrevocable Undertakings

As at 9 September 2025 (being the last Business Day prior to the date of this
announcement), Bidco holds 74,325,016 Anexo Shares, representing approximately
75.8 per cent. of the issued Anexo Shares.

In accordance with Rule 17 of the Takeover Code, as at 1:00 p.m. (London time)
on 9 September 2025 (being the last Business Day prior to the date of this
announcement), valid acceptances of the Takeover Offer had been received in
respect of a total of 17,086,863 Anexo Shares, representing approximately 17.4
per cent. of the issued share capital of Anexo and approximately 72.2 per
cent. of the shares subject to the Takeover Offer, which Bidco may count as
acceptances under the Takeover Offer, and of which 11,516,296 valid
acceptances have been received for the Loan Note Offer and 5,570,567 valid
acceptances have been received for the Alternative Offer.

Save as disclosed in this announcement, as at 1:00 p.m. (London time) on 9
September 2025 (being the last Business Day prior to the date of this
announcement), neither Bidco nor the Joint Bidders, nor any of the directors
of Bidco, nor any of such directors' close relatives, related trusts or
connected persons, nor any person acting in concert with Bidco:

·      held any interest in, or any right to subscribe for, or any short
position (whether conditional or absolute and whether in the money or
otherwise) in, including any short position under a derivative in relation to,
or is party to any agreement to sell or has any delivery obligation or right
to require another person to purchase or take delivery of, any relevant
securities of Anexo;

·      has any outstanding irrevocable commitment or letter of intent
with respect to any relevant securities of Anexo; and

·      save for any borrowed shares which have either been on-lent or
sold, had borrowed or lent any relevant securities of Anexo.

Accordingly, Bidco either holds, or has received valid acceptances of the
Takeover Offer in respect of a total of 91,411,879 Anexo Shares, representing
approximately 93.3 per cent. of the issued ordinary share capital of Anexo.

As detailed in the Offer Document, Anexo procured irrevocable undertakings
from the Independent Anexo Directors who hold Anexo Shares (being Dawn O'Brien
and Rachael Wong) to accept, or procure the acceptance of, the Takeover Offer
in respect of 631,068 Anexo Shares (representing approximately 0.6 per cent.
of the existing issued share capital of Anexo) to elect to accept the
Alternative Offer to receive Consideration Shares. As at 1:00 p.m. (London
time) on 9 September 2025, acceptances in respect of the 631,068 Anexo
Shares subject to irrevocable undertakings have not yet been received. Ms
O'Brien and Ms Wong have confirmed to the Company that they will either accept
or instruct their third party brokers or nominees through which their
beneficial holdings of Anexo Shares are held to accept the Takeover Offer in
respect their entire holdings of Anexo Shares and elect for the Alternative
Offer as soon as reasonably practicable following the conclusion of the
Company's general meeting to be held at 10.00 a.m. on 12 September 2025. This
is to ensure the Company's compliance with quorum requirements under UK law
for the general meeting.

The percentages of Anexo Shares referred to in this announcement are based
on a figure of 97,990,294 Anexo Shares in issue as at the date of this
announcement, and 23,665,278 Anexo Shares being subject to the Takeover Offer.

 

End of the Offer Period

Following publication of this announcement, the Offer Period has ended.

 

Takeover Offer remains open

The Takeover Offer will remain open for acceptance until further notice. At
least 14 days' notice of the Final Acceptance Date will be given by an
announcement before the Takeover Offer is closed.

Anexo Shareholders who have not yet accepted the Takeover Offer are urged to
do so as soon as possible by signing and returning the Form of Acceptance, or
by making an Electronic Acceptance, as soon as possible.

Full details of how to accept the Takeover Offer in respect of certificated
and uncertificated Anexo Shares are set out in the Offer Document which (along
with the Form of Acceptance and KYC Form) is 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) .

 

Settlement

Settlement of the consideration to which any Anexo Shareholder is entitled
under the Takeover Offer will be effected, irrespective of whether Anexo
Shares are held in certificated or uncertificated form:

·      in respect of the Loan Note Offer:

o  to any Anexo Shareholders who validly accept the Loan Note Offer at or
prior to 1:00 p.m. (London time) on 9 September 2025, by no later than 23
September 2025;

o  to any Anexo Shareholders who validly accept the Loan Note Offer after
1:00 p.m. (London time) on 9 September 2025 but not later than 1:00 p.m.
(London time) on the Final Acceptance Date, on the date that is no later than
14 days after such acceptance; or

o  to any Anexo Shareholders who are deemed to have elected for the Loan Note
Offer due to a failure to deliver appropriate KYC Information, on the date
that is no later than 14 days after the Final Acceptance Date; or

·      in respect of the Alternative Offer:

o  to any Anexo Shareholders who validly accept the Alternative Offer at or
prior to 1:00 p.m. (London time) on 9 September 2025, by no later than 23
September 2025; or

o  to any Anexo Shareholders who validly accept the Alternative Offer after
1:00 p.m. (London time) on 9 September 2025 but not later than 1:00 p.m.
(London time) on the Final Acceptance Date, on the date that is no later than
14 days after such acceptance.

 

Action to be taken by Anexo Shareholders

Anexo Shareholders who have not yet accepted the Takeover Offer but wish to,
are urged to do so as soon as possible by signing and returning the Form of
Acceptance, or making an Electronic Acceptance.

The procedures for accepting the Takeover Offer are set out in paragraph 16 of
Part 1 of the Offer Document.  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. Any CREST sponsored member who is unable or otherwise unwilling to
accept the Takeover Offer, or unable to elect for any relevant beneficial
owners' preferred form of consideration, should promptly engage with any
beneficial owners of Anexo Shares on whose behalf it holds Anexo Shares who
wish to participate in the Takeover Offer to re-materialise their Anexo Shares
into the beneficial owners' own names, enabling them to accept the Takeover
Offer directly as the legal owners of the relevant Anexo Shares. Please refer
to the CREST Manual for full details of the re-materialisation process.
 

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).

 

Shareholder helpline

If you have any questions about the 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.

If you have any questions about the KYC Form or the required supporting
documents referred to therein, please contact Crowe Trust by telephone on +44
(0) 162 462 7335, via e-mail at AnexoOfferKYC@crowe.im or by post at 6(th)
Floor, Victory House, Prospect Hill, Douglas IM1 1EQ, Isle of Man. Lines will
be open from 9:00 a.m. to 5:00 p.m. (London time), Monday to Friday (excluding
public holidays in the Isle of Man). Different charges may apply to calls from
mobile telephones and/or calls from outside the Isle of Man, which will be
charged at the applicable international rate. Calls may be recorded and
randomly monitored for security and training purposes. Please note that Crowe
Trust cannot provide any financial, legal or tax advice.

 

Cancellation & Re-registration

On 27 August 2025, Anexo announced the proposed cancellation of Anexo Shares
to trading on AIM (the "Cancellation") and, subject to and conditional upon
the Cancellation being effective, the re-registration as a private limited
company and the adoption of new articles of association (together, the
"Proposals").

Implementation of the Proposals is conditional upon the approval of the Anexo
Shareholders to be sought at a general meeting of the Company to be held at
10.00 a.m. on 12 September 2025.

Bidco owns approximately 75.8 per cent. of the Anexo Shares in issue and
announced in the Offer Document that it will vote in favour of the Proposals.
Accordingly, it is expected that the Proposals will pass.

Subject the Proposals passing, the Cancellation is expected to take effect at
or shortly after 7:00 a.m. (London time) on 24 September 2025, with the final
time for trading Anexo Shares expected to be 4:30 p.m. (London time) on 23
September 2025.

If Anexo Shareholders do not accept the Takeover Offer in accordance with the
Offer Document prior to the Cancellation, Anexo Shares will, following the
Cancellation, 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.

Anexo Shareholders are therefore reminded of the Independent Non-Executive
Anexo Directors' recommendation in paragraph 12 of Part 2 of the Offer
Document that all Anexo Shareholders accept the Takeover Offer. Anexo
Shareholders who have not yet accepted the Takeover Offer are again urged to
do so as soon as possible in accordance with the procedure set out in the
Offer Document and summarised in this announcement.

 

 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, 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 which contains 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. In the event that the Takeover Offer is to be implemented by means of a
Scheme, the Offer will be implemented solely pursuant to the terms of the
Scheme Document.

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
are contained in the Offer Document.

Information for Irish shareholders

The Offer Document is not a prospectus within the meaning of the Irish
Companies Act or the EU Prospectus Regulation. No offer of securities of Anexo
to the public is made, or will be made, in connection with the distribution or
the separation, that requires the publication of a prospectus pursuant to
Irish prospectus law within the meaning of section 1348 of the Irish Companies
Act in general, or in particular pursuant to the EU Prospectus Regulation. The
Offer Document has not been reviewed or approved by the Central Bank of
Ireland or any other competent authority in the European Economic Area for the
purposes of the EU Prospectus Regulation. The Offer Document does not
constitute investment advice or the provision of investment services within
the meaning of the EU Financial Instruments Regulations or otherwise. Neither
Anexo nor Bidco is an authorised investment firm within the meaning of the EU
Financial Instruments Regulations and the recipients of the Offer Document
should seek independent legal and financial advice in determining their
actions in respect of, or pursuant to, 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).

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.

 

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