DBAY Advisors Ltd - Offer Update & Offer Closed

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 and DBAY's website at 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.

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.