REG - DBAY Advisors Ltd Anexo Group PLC - Offer Update & Offer Closed

InvestecAnnouncement

Wed 08:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251015:nRSO3743Da&default-theme=true

RNS Number : 3743D  DBAY Advisors Limited  15 October 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

15 October 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

OFFER CLOSED

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"), 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) .

The Takeover Offer closed at 1:00 p.m. (London time) on 14 October 2025, being
the Final Acceptance Date, and accordingly is no longer open for further
acceptances. Note that this does not impact the compulsory acquisition
procedure set out below.

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 of the Company as a
private limited company and the adoption of new articles of association
(together, the "Proposals"). The Proposals were approved by Anexo Shareholders
at a general meeting of the Company held at 10.00 a.m. on 12 September 2025,
and Cancellation became effective at 7:00 a.m. (London time) on 24 September
2025.

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 14 October 2025 (being the last Business Day prior to the date of this
announcement), Bidco holds 95,498,134 Anexo Shares, representing approximately
97.5 per cent. of the issued Anexo Shares.

As at 1:00 p.m. (London time) on 14 October 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 22,072,101 Anexo Shares,
representing approximately 22.5 per cent. of the issued share capital of Anexo
and approximately 93.3 per cent. of the shares subject to the Takeover Offer,
which Bidco may count as acceptances under the Takeover Offer, and of which
14,060,630 valid acceptances have been received for the Loan Note Offer and
8,011,471 valid acceptances have been received for the Alternative Offer.

Save as disclosed in this announcement, as at 1:00 p.m. (London time) on 14
October 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 96,397,117 Anexo Shares, representing
approximately 98.4 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 6:00 p.m. (London
time) on 30 September 2025, Ms O'Brien and Ms Wong have confirmed to the
Company that they have either accepted, or instructed their third party
brokers or nominees through which their beneficial holdings of Anexo Shares
are held to accept, the Takeover Offer in respect of their entire holdings of
Anexo Shares and that they have elected for the Alternative Offer.

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.

 

Compulsory Acquisition

As Bidco has 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 given the Takeover Offer is wholly unconditional, Bidco will
shortly begin the implementation of 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.

Bidco will shortly despatch formal compulsory acquisition notices under
Sections 979 and 980 of the UK Companies Act (the "Compulsory Acquisition
Notices") to Anexo Shareholders who have not yet accepted the Takeover Offer.
These notices will set out Bidco's intention to apply the provisions of
Section 979 of the UK Companies Act to acquire compulsorily any remaining
Anexo Shares in respect of which the Takeover Offer has not been accepted on
the same terms as the Takeover Offer.

On the expiry of six weeks from the date of the Compulsory Acquisition
Notices, the Anexo Shares held by those Anexo Shareholders who did not accept
the Offer by 1.00 p.m. on 14 October 2025 and who have not applied to the
court in respect of all their holding of Anexo Shares, will be acquired
compulsorily by Bidco on the same terms as the Takeover Offer. The
consideration to which those Anexo Shareholders will be entitled will be
issued in the names of those Anexo Shareholders who have not accepted the
Takeover Offer.

A further announcement will be made once the compulsory acquisition process
has been completed.

 

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  OUPFLFEDIRLSLIE



            Copyright 2019 Regulatory News Service, all rights reserved