RNS Number : 1004M
DBAY Advisors Limited
18 December 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
18 December 2025
UNCONDITIONAL RECOMMENDED CONTRACTUAL OFFER
for
Anexo Group Limited (formerly 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
NOTICE OF CONCLUSION OF COMPULSORY ACQUISITION PROCEDURE
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 to acquire the entire issued and to be issued share capital of Anexo other than the Committed Anexo Shares (the "Offer Shares"), 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 were made available, subject to certain restrictions relating to persons in Restricted Jurisdictions, for inspection on Anexo's website at www.anexo-group.com and DBAY's website at www.dbayadvisors.com/anexo.
The cancellation of the admission to trading of Anexo Shares on AIM became effective at 7:00 a.m. (London time) on 24 September 2025, and the Takeover Offer closed for acceptance at 1:00 p.m. (London time) on 14 October 2025 (being the Final Acceptance Date).
Re-registration of Anexo Group plc as a private limited company occurred on 21 October 2025.
Capitalised terms used but not defined in this announcement have the meanings given to them in the Offer Document.
Compulsory Acquisition
On 15 October 2025, Bidco announced that it had received acceptances under the Takeover Offer in respect of not less than 90 per cent. in value of the Anexo Shares to which the Takeover Offer relates and not less than 90 per cent. of the voting rights carried by those shares, and that, given the Takeover Offer was wholly unconditional, it intended to implement the compulsory acquisition procedure to acquire the remaining Anexo Shares under Chapter 3 of Part 28 of the UK Companies Act, as contemplated by the Offer Document.
On 4 November 2025, Bidco despatched formal compulsory acquisition notices pursuant to sections 979 and 980 of the UK Companies Act (the "Compulsory Acquisition Notices") to Anexo Shareholders who had not accepted the Takeover Offer by the Final Acceptance Date, notifying such shareholders that Bidco intended to compulsorily acquire the Anexo Shares that were the subject of the Compulsory Acquisition Notices on the same terms as the Takeover Offer upon the expiry of six weeks from the date of the Compulsory Acquisition Notices, being 12:00 a.m. (London time) on 17 December 2025.
The Anexo Shares held by those Anexo Shareholders who did not accept the Takeover Offer have now been acquired compulsorily by Bidco on the same terms as the Takeover Offer (subject to the registration by Anexo of the transfer in Anexo's register of members after completion of the stamp duty process). The consideration to which those Anexo Shareholders are entitled will be issued in the names of those Anexo Shareholders who have not accepted the Takeover Offer. At such time as Anexo's register of members is updated as set out in this paragraph, Bidco will become the sole beneficial owner of all of the Anexo Shares.
Shareholder helpline
If you have any questions about the Takeover Offer, please contact the Receiving Agent by telephone on +44 (0) 371 384 2050 or by post at Aspect House, Spencer Road, Lancing, West Sussex BN99 6AD. Different charges may apply to calls from mobile telephones and/or calls from outside the United Kingdom, which will be charged at the applicable international rate. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Takeover Offer nor give any financial, legal or tax advice.
Enquiries:
Anexo Mark Bringloe/Nick Dashwood Brown
+44 151 227 3008
Grant Thornton (Financial Adviser to Anexo) Philip Secrett/Samantha Harrison
+44 20 7383 5100
Bidco/DBAY Mike Haxby
+44 1624 602130
Investec (Financial Adviser to Bidco and DBAY) Gary Clarence
+44 20 7597 5970
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.
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.
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