REG - DBAY Advisors Ltd Anexo Group PLC - Notice of Conclusion of Compulsory Acquisition

InvestecAnnouncement

18/12/2025 09:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251218:nRSR1004Ma&default-theme=true

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
(http://www.anexo-group.com) and DBAY's website at www.dbayadvisors.com/anexo
(http://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                                           +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.

 

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 information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  CASFFASWAEISEDE



            Copyright 2019 Regulatory News Service, all rights reserved