REG - Anexo Group PLC DBAY Advisors Ltd - Extension of PUSU Deadline under Rule 2.6(c)

AnexoAnnouncement

01/07/2025 07:00

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RNS Number : 0692P  Anexo Group PLC  01 July 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 ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE"). THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE NOR AS TO THE
TERMS ON WHICH ANY OFFER MAY BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

1 July 2025

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

 

Extension of deadline under Rule 2.6(c) of the Code

 

On 23 April 2025, the Company announced that it expected to receive a possible
offer by DBAY Advisors Limited ("DBAY") and Alan Sellers and Samantha Moss
(Alan Sellers and Samantha Moss together with DBAY, the "Joint Bidders") (the
"Possible Offer Announcement").

Following the Possible Offer Announcement, the Company received a non-binding
indicative proposal pursuant to which a newly incorporated entity to be
jointly controlled indirectly by funds managed or advised by the Joint Bidders
proposes to make an offer for the entire issued and to be issued share capital
of Anexo not already owned by the Joint Bidders (the "Proposal").

Following the extension announcements by the Company on 20 May 2025 and 17
June 2025, the Joint Bidders were required by no later than 5.00 p.m. (London
time) on 1 July 2025 (the "Deadline") to either announce a firm intention to
make an offer for Anexo in accordance with Rule 2.7 of the Code or to announce
that they do not intend to make an offer .

Discussions between the Company and the Joint Bidders remain ongoing and, in
accordance with Rule 2.6(c) of the Code, the Independent Directors of Anexo
have requested, and the Panel has consented to an extension to the Deadline
until 5.00 p.m. (London time) on 15 July 2025. This deadline can be further
extended by the Company with the consent of the Takeover Panel, in accordance
with Rule 2.6(c) of the Code.

This announcement does not amount to a firm intention to make an offer under
Rule 2.7 of the Code, and there can be no certainty that any firm offer will
be made nor as to the terms on which any offer may be made. Further
announcements will be made as appropriate.

The Company remains in an 'offer period' in accordance with the rules of the
Code and the attention of Anexo shareholders is drawn to the continuing
disclosure requirements of Rule 8 of the Code, which are summarised below.

 

 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

 Shore Capital                                         +44 (0) 20 7408 4090

(Nomad & Broker to Anexo Group plc)

 Tom Griffiths / Sophie Collins (Corporate Advisory)

 Guy Wiehahn (Corporate Broking)

 

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, by no later
than 12 noon (London time) on 1 July 2025.

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

Disclosure requirements of the Takeover Code

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

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

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

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

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

 

Disclaimers

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

 

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

 

END

 

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