REG - Anexo Group PLC - Proposed cancellation of Shares to trading on AIM
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RNS Number : 7618W Anexo Group PLC 27 August 2025
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT IS NOT A PROSPECTUS OR A PROSPECTUS EXEMPT DOCUMENT AND
SHAREHOLDERS SHOULD NOT MAKE ANY DECISION IN RELATION TO THE LOAN NOTES,
INTERIM LOAN NOTES OR THE CONSIDERATION SHARES EXCEPT ON THE BASIS OF THE
INFORMATION CONTAINED IN THE OFFER DOCUMENT DATED 19 AUGUST 2025
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/ 2014) AS IT FORMS PART
OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED
FOR IMMEDIATE RELEASE
27 August 2025
Anexo Group plc ("Anexo" or the "Company")
Proposed cancellation of admission of Ordinary Shares to trading on AIM
Re-registration as a private limited company
Adoption of New Articles
and
Notice of General Meeting
Summary
Anexo Group plc (AIM: ANX) today announced the proposed cancellation of its
ordinary shares of £0.0005 each in the share capital of the Company (the
"Ordinary 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").
The Proposals are subject to Shareholder approval and a circular will be sent
to Shareholders and made available on the Company's website today setting out
the background to and reasons for the Proposals (the "Circular"). The Circular
will contain a notice convening a general meeting at which the Shareholders
will consider and, if thought fit, approve the Proposals.
The Board believes that the Cancellation is in the best interests of the
Company and its shareholders as a whole. Further details of the background to
and reasons for the Proposals are set out in Annex 1 to this Announcement.
Pursuant to AIM Rule 41, the Cancellation Resolution requires the consent of
not less than 75 per cent. of votes cast by the Shareholders at the General
Meeting. The resolution to re-register the Company as a private limited
company and to adopt new articles of association of the Company will be
subject to and conditional upon the Cancellation becoming effective and will
also require the consent of not less than 75 per cent. of votes cast by
Shareholders at the General Meeting.
Alabama Bidco Limited ("Bidco") owns approximately 75.8 per cent. of the
Ordinary Shares and announced in the Offer Document that it will vote in
favour of the Proposals. Accordingly, it is expected that the Proposals will
pass.
Expected timetable of principal events (1)
· Event Date (all 2025)(2)
· Notice provided to the London Stock Exchange to 22 August
notify it of the proposed Cancellation
· Publication and posting of the Circular and Form 27 August
of Proxy
· Latest time and date for receipt of Forms of 10:00 a.m. on 10 September
Proxy for the General Meeting
Voting record time for the General Meeting 6:00 p.m. on 10 September
· General Meeting(3) 10:00 a.m. on 12 September
· Announcement of results of General Meeting 12 September
· Expected last time and date for trading in 4:30 p.m. on 23 September
Ordinary Shares on AIM
· Expected time and date of Cancellation 7:00 a.m. on 24 September
· Expected date of Re-registration Expected by 16 October
(1) All times are to London time.
Publication and availability of Circular and Notice of General Meeting
· Full details of the Proposals will be included in
the Circular which is expected to be published and made available on the
Company's website later today (https://www.anexo-group.com/).
· Implementation of the Proposals is conditional
upon the approval of the Shareholders to be sought at a general meeting of the
Company to be held at 10.00 a.m. on 12 September 2025 at the offices of Bond
Turner Limited, 5th Floor, The Plaza, 100 Old Hall Street, Liverpool L3 9QJ.
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
Shore Capital +44 (0) 20 7408 4090
(Nomad & Broker)
Tom Griffiths / Sophie Collins (Corporate Advisory)
Guy Wiehahn (Corporate Broking)
Important Notices
Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited
(either individually or collectively "Shore Capital"), which are authorised
and regulated by the 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.
Notice in Relation to Overseas Persons
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 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.
This Announcement has been prepared for the purpose of complying with English
law 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 the United Kingdom.
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.
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 Anexo are made as of the date of this Announcement based on the
opinions and estimates of directors of Anexo. Each of Anexo and (where
relevant) its 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 Anexo, nor (where relevant) its 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
Anexo. All subsequent oral or written forward-looking statements attributable
to Anexo or its members, directors, officers, advisers or employees or any
person acting on their behalf are expressly qualified in their entirety by the
cautionary statement above.
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 Anexo for any period and no statement in this
Announcement should be interpreted to mean that cash flow from operations,
earnings, or 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).
General
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
ANNEX 1
Extracts from Circular
LETTER FROM THE DIRECTORS OF ANEXO GROUP PLC
Dear Shareholders and Optionholders,
Proposed cancellation of admission of Ordinary Shares to trading on AIM
Re-registration as a private limited company
Adoption of New Articles
and
Notice of General Meeting
1. Introduction
1.1 Earlier today, the Company announced that the Directors
requisitioned the holding of a general meeting of the Company to cancel the
admission of the Company's Ordinary Shares to trading on AIM. The Company
(through its Nominated Adviser) has notified the London Stock Exchange of the
date of the proposed Cancellation.
1.2 The Cancellation is conditional, pursuant to AIM Rule
41, upon the approval of not less than 75 per cent. of the votes cast by
Shareholders (whether present in person or by proxy) at the General Meeting,
notice of which is set out in Part V of the Circular.
1.3 The Directors have also concluded that it is in the best
interests of the Company and its Shareholders as a whole for the Company to
re-register as a private company and adopt the New Articles following the
Cancellation. The Re-registration and adoption of New Articles are conditional
upon the Cancellation becoming effective and the approval of not less than 75
per cent. of the votes cast by Shareholders at the General Meeting.
1.4 The purpose of the Circular is to provide you with
information on the Resolutions, to explain why the Directors consider the
Resolutions to be in the best interests of the Company and its Shareholders as
a whole and why they unanimously recommend that you vote in favour of the
Resolutions to be proposed at the General Meeting.
2. Background to Cancellation
2.1 Alabama Bidco Limited ("Bidco") has made an offer,
recommended by the Independent Non-Executive Directors, to acquire the entire
issued and to be issued share capital of the Company (not already owned by
Bidco) pursuant to the offer document published by the Independent Directors
and Bidco on 19 August 2025 (the "Offer Document") (the "Takeover Offer").
2.2 The Directors note that following a tender offer carried
out by the Company pursuant to which 20,000,000 Ordinary Shares were purchased
by Shore Capital on behalf of the Company and (followed by repurchase by the
Company from Shore Capital) subsequently cancelled on 13 August 2025 (the
"Tender Offer") the Company's issued share capital as at 26 August 2025, the
Business Day prior to the date of the Circular, was 97,990,294 Ordinary
Shares, with Bidco holding 74,325,016 Ordinary Shares representing
approximately 75.8 per cent. of the current issued Ordinary Shares.
2.3 Bidco has set out in the Offer Document its intention to
cancel the admission of the Ordinary Shares to trading on AIM and to
re-register the Company as a private limited company. Each of the Cancellation
Resolution and the Re-registration Resolution requires the approval of not
less than 75 per cent. of the votes cast by Shareholders at the General
Meeting. Given Bidco holds Ordinary Shares representing approximately 75.8 per
cent. of the issued Ordinary Shares and Bidco's intention is to vote in favour
of the Resolutions, the Resolutions are expected to pass.
2.4 The Directors note that in relation to the financing
arrangements made between the Company and its lenders in relation to the
Tender Offer, the Company has agreed with such lenders that, by no later than
30 September 2025 (or such later date as may be agreed between the Company and
its lenders), it shall (subject to obtaining the requisite shareholder
approvals) procure the cancellation of admission to trading of the Ordinary
Shares on AIM and, provided that no application by the Shareholders is made in
accordance with the terms of section 98 of the Act, re-register the Company as
a private limited Company.
2.5 The Directors have been of the view for some time that
the Company's current quotation is a barrier to the Company's long-term
success.
2.6 The Directors have concluded that the Cancellation is in
the best interests of the Company and the Shareholders as a whole and
therefore unanimously recommend that Shareholders vote in favour of the
Resolutions to be proposed at the General Meeting. The reasons for this
conclusion include:
2.6.1 the public quotation has failed to provide the Company with
access to the additional capital required to support growth, noting that the
Company has, over the last five years, sought market support in fund raising
without success, and has failed to effectively incentivise employees through
share ownership;
2.6.2 there is continued weak share price performance with an
ongoing declining share price, limited trading liquidity in the Ordinary
Shares and lack of institutional shareholder appetite for both the business
and its sector. Additionally, driving growth in the Company requires both: (i)
the reinvestment of proceeds received from claim settlement; and (ii) access
to sources of external capital. A general lack of understanding of the Group
and its working capital cycle has acted as a further drag on the share price
of the Ordinary Shares. The inability to raise equity on the public markets
(which had been an aim of the Company in seeking admission in 2018) has caused
the Company to seek such financing as debt;
2.6.3 having the flexibility to react quickly to developments, not
least regarding the funding of the Company, is crucial to the business, and
the Company's public quotation inhibits such flexibility;
2.6.4 there are significant costs in maintaining a quotation on
AIM; and
2.6.5 the stated intention of Bidco supporting the Cancellation
and Re-registration, noting the size of its shareholding.
3. Process for the Cancellation
3.1 Under the AIM Rules, it is a requirement that
Cancellation must be approved by not less than 75 per cent. of votes cast by
shareholders at a general meeting. Accordingly, the Notice of General Meeting
set out in Part V of the Circular contains a special resolution (Resolution
number 1) to approve the Cancellation.
3.2 Furthermore, AIM Rule 41 requires any AIM company that
wishes the London Stock Exchange to cancel the admission of its shares to
trading on AIM to notify shareholders and to separately inform the London
Stock Exchange of its preferred cancellation date at least 20 Business Days
prior to such date. In accordance with AIM Rule 41, the Directors (through the
Company's Nominated Adviser) notified the London Stock Exchange on 22 August
2025 of the Company's intention, subject to the Cancellation Resolution being
passed at the General Meeting, to cancel the Company's admission of the
Ordinary Shares to trading on AIM on 24 September 2025.
3.3 Shareholders should note that they are able to trade in
the Ordinary Shares on AIM prior to the Cancellation. The Directors are aware
that certain Shareholders may be unwilling to hold Ordinary Shares in the
event that the Cancellation is approved and becomes effective. Such
Shareholders should consider selling their Ordinary Shares to Bidco by
accepting the Takeover Offer.
3.4 The principal effects of the Cancellation will be that:
3.4.1 there will no longer be a formal market mechanism enabling
Shareholders to trade their Ordinary Shares on AIM (or any other recognised
market or trading exchange);
3.4.2 there will likely be significantly reduced liquidity and
marketability for the Ordinary Shares and accordingly the Ordinary Shares are
likely to be more difficult to sell compared to shares of companies traded on
AIM;
3.4.3 it may be more difficult for Shareholders to determine the
market value of their investment in the Company at any given time;
3.4.4 the Company will no longer be subject to the AIM Rules and,
accordingly, Shareholders will no longer be afforded the protections given by
the AIM Rules. In particular, the Company will not be bound to:
(a) make any public announcements of material events, or
to announce interim or final results;
(b) comply with any of the corporate governance practices
applicable to AIM companies;
(c) announce substantial transactions and related party
transactions; or
(d) comply with the requirement to obtain shareholder
approval for reverse takeovers and fundamental changes in the Company's
business;
3.4.5 the Company will no longer be subject to UK MAR regulating
inside information and other matters;
3.4.6 the Company will no longer be required to publicly disclose
any change in major shareholdings in the Company under the Disclosure Guidance
and Transparency Rules;
3.4.7 the Company will cease to retain a nominated adviser and
broker;
3.4.8 whilst the Company's CREST facility will remain in place
immediately following the Cancellation the Company's CREST facility may be
cancelled in the future and, although the Ordinary Shares will remain
transferable, they may cease to be transferable through CREST (in which case,
Shareholders who hold Ordinary Shares in CREST will receive share
certificates);
3.4.9 stamp duty will be due on transfers of shares and agreements
to transfer shares unless a relevant exemption or relief applies to a
particular transfer; and
3.4.10 the Cancellation and Re‐registration may have personal
taxation consequences for Shareholders. Shareholders who are in any doubt
about their tax position should consult their own professional independent tax
adviser.
3.5 The above considerations are not exhaustive, and
Shareholders should seek their own independent advice when assessing the
likely impact of the Cancellation on them.
4. Re-registration
4.1 Following the proposed Cancellation, the Directors
believe that the requirements and associated costs of the Company maintaining
its public company status will be difficult to justify and that the Company
will benefit from the more flexible requirements and lower overhead costs
associated with private limited company status. It is therefore proposed to
re-register the Company as a private limited company.
4.2 In connection with the Re-registration, it is proposed
that the New Articles be adopted to reflect the change in the Company's status
to a private limited company. The principal effects of the Re-registration and
the adoption of the New Articles on the rights and obligations of Shareholders
and the Company are summarised in Part II of the Circular.
4.3 Subject to and conditional upon the Cancellation and the
passing of the Re-registration Resolution, application will be made to the
Registrar of Companies for the Company to be re-registered as a private
limited company. Re-registration will take effect when the Registrar of
Companies issues a certificate of incorporation on Re-registration. The
Registrar of Companies will not issue the certificate of incorporation on
Re-registration until the Registrar of Companies is satisfied that no valid
application can be made to cancel the resolution to re-register as a private
limited company.
4.4 Under the Companies Act 2006, it is a requirement that
re-registration and adoption of new articles of association must be approved
by not less than 75 per cent. of votes cast by shareholders at a general
meeting. Accordingly, the Notice set out in Part V of the Circular contains a
special resolution (Resolution number 2) to approve the Re-registration and
adoption of the New Articles.
4.5 If the Cancellation Resolution and the Re-registration
Resolution are passed at the General Meeting and the Registrar of Companies
issues a certificate of incorporation on Re-registration, it is anticipated
that the Re-registration will become effective by 16 October 2025.
5. Takeover Code
5.1 Notwithstanding the Cancellation and Re-registration,
under the Takeover Code the Company will continue to be subject to its terms
for a period of 2 years following the Cancellation.
5.2 Following the expiry of the 2 year period from the date
of the Cancellation, or such other date on which the Takeover Code ceases to
apply to the Company, the Company will no longer be subject to the provisions
of the Takeover Code. A summary of the protections afforded to Shareholders by
the Takeover Code which will be lost is set out in Part IV of the Circular.
Protections include the requirement for a mandatory cash offer to be made if
either:
5.2.1 a person acquires an interest in shares which, when taken
together with the shares in which persons acting in concert with it are
interested, increases the percentage of shares carrying voting rights in which
it is interested to 30 per cent. or more; or
5.2.2 a person, together with persons acting in concert with it,
is interested in shares which in the aggregate carry not less than 30 per
cent. of the voting rights of a company but does not hold shares carrying more
than 50 per cent. of such voting rights and such person, or any person acting
in concert with it, acquires an interest in any other shares which increases
the percentage of shares carrying voting rights in which it is interested.
5.3 Rule 9 of the Takeover Code further provides that where
any person, together with persons acting in concert with him, holds over 50
per cent. of the voting rights of a company to which the Takeover Code applies
and acquires additional shares which carry voting rights, then that person
will not generally be required to make a general offer to the other
shareholders to acquire the balance of the shares not held by that person or
his concert parties.
5.4 Note 8 to Rule 9 of the Takeover Code states that where
a person or group of persons acting in concert ("Acquirer A") acquires shares
in a company ("Company B") which results in Acquirer A holding over 50% of the
voting rights of Company B, Acquirer A may thereby indirectly obtain or
consolidate control, of a second company ("Company C") because Company B
either: (a) controls Company C; or (b) is interested in shares in Company C
which, when aggregated with those in which Acquirer A is already interested,
will result in Acquirer A obtaining or consolidating control of Company C.
This concept is referred to as the 'chain principle'. The chain principle
would apply for so long as the Takeover Code applies to the Company, and may
therefore be relevant if a third party acquires Bidco within the two years
following Cancellation.
5.5 Before giving your consent to the Cancellation and
Re-registration, you may want to take independent professional advice from an
appropriate independent financial adviser.
6. General Meeting
6.1 You will find set out in Part V of the Circular a
notice convening a general meeting of the Company, to be held at 10:00 a.m. on
12 September 2025 at the offices of Bond Turner Limited, 5th Floor, The
Plaza, 100 Old Hall Street, Liverpool L3 9QJ to consider and, if thought
appropriate, pass the Resolutions. Each of the Resolutions requires the
approval of not less than 75 per cent. of the votes cast (in person or by
proxy) by Shareholders.
7. Action to be taken
7.1 A member entitled to attend and vote at the General
Meeting may appoint one or more proxies to exercise all or any of the member's
rights to attend, speak and vote at the meeting. A proxy need not be a member
of the Company but must attend the meeting for the member's vote to be
counted. If a member appoints more than one proxy to attend the meeting, each
proxy must be appointed to exercise the rights attached to a different share
or shares held by the member. If a member wishes to appoint more than one
proxy they may do so at www.shareview.co.uk.
7.2 To be effective, the proxy vote must be submitted at
www.shareview.co.uk so as to have been received by the Company's registrars
not less than 48 hours (excluding weekends and public holidays) before the
time appointed for the meeting or any adjournment of it. By registering on the
EQ Shareview portal at www.shareview.co.uk, you can manage your shareholding,
including casting your vote.
7.3 Any power of attorney or other authority under which the
proxy is submitted must be returned to the Company's Registrars, Equiniti
Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.
7.4 Hard copy Forms of Proxy are enclosed with the Circular
or can be requested from the registrars, Equiniti Limited by telephone 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. Lines are open between 08:30 and 17:30, Monday
to Friday excluding public holidays in England and Wales. Hard copy Forms of
Proxy should be completed and returned to Equiniti Limited, Aspect House,
Spencer Road, Lancing, West Sussex BN99 6DA to be received not less than 48
hours before the time of the meeting. Completion and return of a Form of Proxy
will not preclude a Shareholder from attending the General Meeting should they
wish to do so.
7.5 If you are an institutional investor, you may also be
able to appoint a proxy electronically via the Proxymity platform, a process
which has been agreed by the Company and approved by the Registrar. For
further information regarding Proxymity, please go to www.proxymity.io. Your
proxy must be lodged by 10:00 a.m. on 10 September 2025 in order to be
considered valid or, if the meeting is adjourned, by the time which is 48
hours before the time of the adjourned meeting. Before you can appoint a proxy
via this process you will need to have agreed to Proxymity's associated terms
and conditions. It is important that you read these carefully as you will be
bound by them and they will govern the electronic appointment of your proxy.
An electronic proxy appointment via the Proxymity platform may be revoked
completely by sending an authenticated message via the platform instructing
the removal of your proxy vote.
7.6 Alternatively, you can vote via CREST (refer to the
notes to the Notice of Meeting set out in Part V of the Circular).
8. Recommendation
8.1 The Directors believe that the Resolutions to be
considered at the General Meeting are in the best interests of the Company and
its Shareholders and therefore unanimously recommend that you vote in favour
of each of the Resolutions.
Yours sincerely
The Board
PART II
PRINCIPAL EFFECTS OF RE-REGISTRATION AND ADOPTION OF THE NEW ARTICLES
The New Articles are based on the existing articles of association of the
Company and include such amendments as may be necessary or customary to
reflect the change of the Company's status to a private limited company
following the Cancellation and the Re-registration. A copy of the New Articles
can be found at the Company's website at https://www.anexo-group.com/ and will
also be available at the Company's registered office address from the date of
the Circular until the conclusion of the General Meeting.
1. Accounts
A public company is required to file its accounts within six months following
the end of its financial year and then to circulate copies of the accounts to
Shareholders. Following the Re-registration and the adoption of the New
Articles, the period for the filing of accounts is extended to nine months
following the end of the financial year. The Company will still be required to
circulate accounts to Shareholders (although the period for doing so is
extended for private companies).
2. General meetings and resolutions
2.1 A public company is required to hold an annual general
meeting of Shareholders each year, whereas a private company is not.
Therefore, following the Re-registration and the adoption of the New Articles
the Company will not hold annual general meetings, but may hold general
meetings at such time and place as may be determined by the directors.
2.2 In addition, after the Re-registration, resolutions of
the Shareholders of the Company may be obtained via written resolutions,
rather than via physical meetings. This is done by obtaining the approval in
writing to that resolution of the holders of a majority of voting shares then
in issue (in the case of ordinary resolutions) and the holders of not less
than 75 per cent of the voting shares then in issue (in the case of special
resolutions).
3. Directors
The Company's existing articles of association contain provisions requiring
one third of the Directors to retire by rotation at every annual general
meeting. These provisions have been removed in the New Articles. In addition,
the New Articles will not require any Director appointed by the Board to be
reappointed by the Shareholders at the next annual general meeting following
his or her appointment, as is currently required.
4. Issue of shares for non-cash considerations
As a public company, there are restrictions on the ability of the Company to
issue new shares, for example, by requiring the Company to obtain a valuation
report in the case of shares issued for noncash consideration. These
restrictions will not apply following the Re-registration and adoption of the
New Articles.
5. Refusal to register a share transfer
The Board will in the New Articles have absolute discretion to refuse to
register any share transfer that is not made in accordance with the share
transfer provisions in the New Articles (whether the share is paid up or not).
6. Financial assistance, reductions of capital and
purchase of own shares out of capital
As a public limited company, the Company is currently prohibited from
performing actions which constitute financial assistance for the acquisition
of its own shares. This limits the ability of the Company to engage in certain
transactions. However, following the Re-registration, these restrictions will
no longer apply.
In addition, the Company must currently obtain the sanction of the Court for
any reduction of capital, which can be a lengthy and expensive process.
However, following the Re-registration, the Company will be able to take
advantage of more flexible provisions applicable to private companies, which
do not require the approval of the Court. Similarly, following
Re-registration, the Company will be able to effect buy backs of shares out of
capital, which it is currently prohibited from doing as a public limited
company.
7. Company Secretary
As a public company, the Company is currently required to have a company
secretary. Following Re-registration as a private company, there will be no
requirement for a company secretary to be appointed, although the Company may
appoint one should it wish, and the current company secretary will remain in
office for the time being.
DEFINITIONS
The following definitions apply throughout this Announcement, unless the
context requires otherwise:
"£" pounds sterling, the lawful currency of the UK;
"AIM" the market of that name operated by the London Stock Exchange;
"AIM Rules" the rules and guidance for companies whose shares are admitted to trading on
AIM entitled "AIM Rules for Companies" published by the London Stock Exchange,
as amended from time to time (and references to an "AIM Rule" will be
construed accordingly);
"Announcement" this announcement;
"Bidco" Alabama Bidco Limited;
"Board" the board of directors of the Company from time to time, or a duly constituted
committee thereof;
"Business Day" any day (other than a Saturday, Sunday or public holiday in England and Wales)
on which banks are generally open for business in London;
"Cancellation" the cancellation of admission of the Ordinary Shares to trading on AIM,
subject to passing of the Cancellation Resolution and in accordance with AIM
Rule 41;
"Cancellation Resolution" Resolution number 1 to be proposed at the General Meeting;
"Circular" the circular to be sent to Shareholders on the date of this Announcement which
will set out the background to and reasons for the Proposals and will be
available on the Company's website;
"Companies Act" or "Act" Companies Act 2006, as amended from time to time;
"Company" Anexo Group plc, a public limited company incorporated in England and Wales
with registered number 11278719;
"Court" the High Court of Justice of England and Wales;
"CREST" the computer-based system and procedures which enable title to securities to
be evidenced and transferred without a written instrument, administered by
Euroclear in accordance with the CREST Regulations;
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (as amended
from time to time);
"Directors" the directors of the Company as at the date of the Circular, whose names are
set out on page 5 of the Circular;
"Disclosure Guidance and Transparency Rules" the disclosure guidance and transparency rules made by the FCA pursuant to
section 73A of FSMA;
"Euroclear" Euroclear UK & International Limited, the operator of CREST;
"FCA" the Financial Conduct Authority;
"Form of Proxy" the form of proxy enclosed with the Circular for use by Shareholders in
relation to the General Meeting;
"FSMA" the Financial Services and Markets Act 2000, as amended from time to time;
"General Meeting" the general meeting of the Company, convened for 10:00 a.m. on 12 September
2025 at the offices of Bond Turner Limited, 5th Floor, The Plaza, 100 Old
Hall Street, Liverpool L3 9QJ or any adjournment thereof, notice of which is
set out in Part V of the Circular;
"Group" the Company, its subsidiaries and its subsidiary undertakings;
"Independent Directors" the Independent Non-Executive Directors and Dawn O'Brien, Rachael Wong, Mark
Bringloe and Gary Carrington;
"Independent Non-Executive Directors" Chris Houghton, Richard Pratt and Roger Barlow;
"London Stock Exchange" London Stock Exchange plc;
"New Articles" the new articles of association of the Company to be adopted following the
passing of the Re-registration Resolution, a copy of which can be found at the
Company's website at https://www.anexo-group.com/ and will also be available
at the Company's registered office address from the date of the Circular until
the conclusion of the General Meeting;
"Nominated Adviser" Shore Capital;
"Notice of General Meeting" the notice of the General Meeting set out in Part V of the Circular;
"Offer Document" the offer document published by the Independent Directors and Bidco on 19
August 2025 in relation to the Takeover Offer;
"Optionholder" a person who holds an option in respect of Ordinary Shares which has not yet
been exercised or lapsed;
"Ordinary Shares" ordinary shares of £0.0005 each in the capital of the Company;
"Panel" the UK Panel on Takeovers and Mergers, or any successor to it;
"Registrar" Equiniti Limited with registered address Highdown House, Yeoman Way, Worthing,
West Sussex BN99 3HH and with postal address Aspect House, Spencer Road,
Lancing, West Sussex BN99 6DA;
"Registrar of Companies" Registrar of Companies in England and Wales;
"Regulatory Information Service" any of the services set out in the FCA's list of regulatory information
services from time to time;
"Re-registration" the re-registration of the Company as a private limited company and the
consequential adoption of the New Articles;
"Re-registration Resolution" Resolution number 2 to be proposed at the General Meeting;
"Resolutions" together the Cancellation Resolution and the Re-registration Resolution (and
each a "Resolution");
"Shareholder(s)" holder(s) of Ordinary Shares;
"Shore Capital" Shore Capital and Corporate Limited or Shore Capital Stockbrokers Limited, as
the case may be, each of Cassini House, 57 St James's Street, London SW1A 1LD;
"Takeover Code" the City Code on Takeovers and Mergers;
"Takeover Offer" the takeover offer by Bidco made pursuant to the Offer Document;
"Tender Offer" the tender offer announcement by the Company on 22 July 2025, pursuant to
which 20,000,000 Ordinary Shares were purchased by Shore Capital on behalf of
the Company and subsequently cancelled on 13 August 2025;
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland; and
"UK MAR" the UK version of Regulation (EU) (No 596/2014) of the European Parliament and
of the Council of 16 April 2014 on market abuse as it forms part of the
domestic law of the United Kingdom including by virtue of the European Union
(Withdrawal) Act 2018 as amended.
For the purposes of this Announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
thereto by the Companies Act.
All references to "sterling", "£", and "pence" are to the lawful currency of
the United Kingdom.
All the times and/or dates referred to in this Announcement are to those times
and/or dates as determined by British Summer Time, unless otherwise stated.
References to the singular include the plural and vice versa.
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