DBAY Advisors Ltd - Update on Takeover Offer Acceptances

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

10 September 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

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"). The Offer is intended 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.  

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 9 September 2025 (being the last Business Day prior to the date of this announcement), Bidco holds 74,325,016 Anexo Shares, representing approximately 75.8 per cent. of the issued Anexo Shares. 

In accordance with Rule 17 of the Takeover Code, as at 1:00 p.m. (London time) on 9 September 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 17,086,863 Anexo Shares, representing approximately 17.4 per cent. of the issued share capital of Anexo and approximately 72.2 per cent. of the shares subject to the Takeover Offer, which Bidco may count as acceptances under the Takeover Offer, and of which 11,516,296 valid acceptances have been received for the Loan Note Offer and 5,570,567 valid acceptances have been received for the Alternative Offer.

Save as disclosed in this announcement, as at 1:00 p.m. (London time) on 9 September 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 91,411,879 Anexo Shares, representing approximately 93.3 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 1:00 p.m. (London time) on 9 September 2025, acceptances in respect of the 631,068 Anexo Shares subject to irrevocable undertakings have not yet been received. Ms O'Brien and Ms Wong have confirmed to the Company that they will either accept or instruct their third party brokers or nominees through which their beneficial holdings of Anexo Shares are held to accept the Takeover Offer in respect their entire holdings of Anexo Shares and elect for the Alternative Offer as soon as reasonably practicable following the conclusion of the Company's general meeting to be held at 10.00 a.m. on 12 September 2025. This is to ensure the Company's compliance with quorum requirements under UK law for the general meeting.

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.

End of the Offer Period

Following publication of this announcement, the Offer Period has ended.

Takeover Offer remains open

The Takeover Offer will remain open for acceptance until further notice. At least 14 days' notice of the Final Acceptance Date will be given by an announcement before the Takeover Offer is closed.

Anexo Shareholders who have not yet accepted the Takeover Offer are urged to do so as soon as possible by signing and returning the Form of Acceptance, or by making an Electronic Acceptance, as soon as possible.

Full details of how to accept the Takeover Offer in respect of certificated and uncertificated Anexo Shares are set out in the Offer Document which (along with the Form of Acceptance and KYC Form) is available on Anexo's website at www.anexo-group.com and DBAY's website at www.dbayadvisors.com/anexo.

Settlement

Settlement of the consideration to which any Anexo Shareholder is entitled under the Takeover Offer will be effected, irrespective of whether Anexo Shares are held in certificated or uncertificated form:

·      in respect of the Loan Note Offer:

o  to any Anexo Shareholders who validly accept the Loan Note Offer at or prior to 1:00 p.m. (London time) on 9 September 2025, by no later than 23 September 2025;

o  to any Anexo Shareholders who validly accept the Loan Note Offer after 1:00 p.m. (London time) on 9 September 2025 but not later than 1:00 p.m. (London time) on the Final Acceptance Date, on the date that is no later than 14 days after such acceptance; or

o  to any Anexo Shareholders who are deemed to have elected for the Loan Note Offer due to a failure to deliver appropriate KYC Information, on the date that is no later than 14 days after the Final Acceptance Date; or

·      in respect of the Alternative Offer:

o  to any Anexo Shareholders who validly accept the Alternative Offer at or prior to 1:00 p.m. (London time) on 9 September 2025, by no later than 23 September 2025; or

o  to any Anexo Shareholders who validly accept the Alternative Offer after 1:00 p.m. (London time) on 9 September 2025 but not later than 1:00 p.m. (London time) on the Final Acceptance Date, on the date that is no later than 14 days after such acceptance.

Action to be taken by Anexo Shareholders

Anexo Shareholders who have not yet accepted the Takeover Offer but wish to, are urged to do so as soon as possible by signing and returning the Form of Acceptance, or making an Electronic Acceptance.

The procedures for accepting the Takeover Offer are set out in paragraph 16 of Part 1 of the Offer Document.  Acceptances of the Takeover Offer in respect of Anexo Shares held in certificated form (that is, not in CREST) should be made by completing and returning the Form of Acceptance accompanying the Offer Document, together with the share certificate(s) and/or other documents of title, as soon as possible and, in any event, so as to be received by the Receiving Agent, Equiniti Limited, by no later than 1:00 p.m. (London time) on the Final Acceptance Date. Acceptances in respect of Anexo Shares held in uncertificated form (that is, in CREST) should be made electronically through CREST so that the TTE Instruction settles as soon as possible and, in any event, no later than 1:00 p.m. (London time) on the Final Acceptance Date. If you are a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE Instruction to Euroclear. Any CREST sponsored member who is unable or otherwise unwilling to accept the Takeover Offer, or unable to elect for any relevant beneficial owners' preferred form of consideration, should promptly engage with any beneficial owners of Anexo Shares on whose behalf it holds Anexo Shares who wish to participate in the Takeover Offer to re-materialise their Anexo Shares into the beneficial owners' own names, enabling them to accept the Takeover Offer directly as the legal owners of the relevant Anexo Shares. Please refer to the CREST Manual for full details of the re-materialisation process.      

Further details of how to accept the Takeover Offer are set out in the Offer Document.

All Anexo Shareholders (irrespective of whether they hold their Anexo Shares in certificated or uncertificated form) wishing to elect for the Alternative Offer must provide KYC Information to Crowe Trust, and should note that failure to deliver such KYC Information in a form satisfactory to Bidco prior to the settlement of the consideration for the Alternative Offer (being the issuance of Consideration Shares) will result in any purported acceptance of the Alternative Offer being treated as invalid by Bidco. In such circumstances, the relevant Anexo Shareholder shall be deemed to have instead elected to receive PIK Loan Notes pursuant to the terms of the Loan Note Offer in respect of all of their holding of Anexo Shares (provided that, where an Anexo Shareholder holds as nominee or by way of a similar arrangement for more than one beneficial owner, the invalidity of an election made, or failure to provide the required KYC Information, in respect of one beneficial owner will not impact the validity of an election made on behalf of any another beneficial owner).

Shareholder helpline

If you have any questions about the Offer Document or the Form of Acceptance, or are in any doubt as to how to complete the Form of Acceptance (for Anexo Shares held in certificated form) or to make an Electronic Acceptance (for Anexo Shares held in uncertificated form), or wish to obtain an additional Form of Acceptance, please contact the Receiving Agent by telephone on +44 (0) 371 384 2050 or by writing to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. Lines will be open between 8:30 a.m. to 5:30 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales). 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.

If you have any questions about the KYC Form or the required supporting documents referred to therein, please contact Crowe Trust by telephone on +44 (0) 162 462 7335, via e-mail at AnexoOfferKYC@crowe.im or by post at 6^th Floor, Victory House, Prospect Hill, Douglas IM1 1EQ, Isle of Man. Lines will be open from 9:00 a.m. to 5:00 p.m. (London time), Monday to Friday (excluding public holidays in the Isle of Man). Different charges may apply to calls from mobile telephones and/or calls from outside the Isle of Man, which will be charged at the applicable international rate. Calls may be recorded and randomly monitored for security and training purposes. Please note that Crowe Trust cannot provide any financial, legal or tax advice.

Cancellation & Re-registration

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 as a private limited company and the adoption of new articles of association (together, the "Proposals").

Implementation of the Proposals is conditional upon the approval of the Anexo Shareholders to be sought at a general meeting of the Company to be held at 10.00 a.m. on 12 September 2025.

Bidco owns approximately 75.8 per cent. of the Anexo Shares in issue and announced in the Offer Document that it will vote in favour of the Proposals. Accordingly, it is expected that the Proposals will pass.

Subject the Proposals passing, the Cancellation is expected to take effect at or shortly after 7:00 a.m. (London time) on 24 September 2025, with the final time for trading Anexo Shares expected to be 4:30 p.m. (London time) on 23 September 2025.

If Anexo Shareholders do not accept the Takeover Offer in accordance with the Offer Document prior to the Cancellation, Anexo Shares will, following the Cancellation, no longer remain tradeable on AIM, which is expected to remove or significantly reduce the liquidity and marketability of any Anexo Shares in respect of which the Takeover Offer has not been accepted.

Anexo Shareholders are therefore reminded of the Independent Non-Executive Anexo Directors' recommendation in paragraph 12 of Part 2 of the Offer Document that all Anexo Shareholders accept the Takeover Offer. Anexo Shareholders who have not yet accepted the Takeover Offer are again urged to do so as soon as possible in accordance with the procedure set out in the Offer Document and summarised in this announcement.

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.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of, any securities or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction pursuant to the Takeover Offer or otherwise, nor shall there be any sale, issuance or transfer of any securities pursuant to the Takeover Offer in any jurisdiction in contravention of any applicable laws.

If you are in any doubt about as to the contents of this announcement, the Offer Document (or any accompanying  documents) or what action you should take, you are recommended to seek your own personal advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, if you are resident in the United Kingdom or, if not, from another appropriately independent financial adviser in the relevant jurisdiction.

The Takeover Offer will be implemented solely pursuant to the terms of the Offer Document which contains the full terms and conditions of the Takeover Offer, including details of how the Takeover Offer may be accepted. Any response or decision in respect of the Takeover Offer should be made only on the basis of information contained in the Offer Document. Anexo Shareholders are advised to read the formal documentation in relation to the Takeover Offer entirely and carefully before making a decision with respect to the Takeover Offer. In the event that the Takeover Offer is to be implemented by means of a Scheme, the Offer will be implemented solely pursuant to the terms of the Scheme Document.

This announcement does not constitute a prospectus or prospectus equivalent document.

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.

Overseas jurisdictions

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 Anexo 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.

In particular, unless otherwise permitted by applicable law and regulation, copies of this announcement and any formal documentation relating to the Takeover Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

Unless otherwise permitted by applicable law and regulation, the Takeover Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction where to do so would violate the laws of that jurisdiction.

Each Anexo Shareholder is urged to consult their independent professional adviser regarding the tax consequences of accepting the Takeover Offer.

This announcement has been prepared for the purpose of complying with English law, the rules of the London Stock Exchange, the AIM Rules and the Code 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 England and Wales.

Where Bidco believes that an election for the Alternative Offer by any Anexo Shareholder may infringe applicable legal or regulatory requirements, or may result in a requirement for a registration under the securities laws of any Restricted Jurisdiction, Bidco will have the right to deem that such Anexo Shareholder has not validly elected for the Alternative Offer and such Anexo Shareholder will, where he, she or it has validly accepted the Takeover Offer, instead receive the Loan Note Offer in respect of the Anexo Shares which were subject to such an election in accordance with the terms of the Takeover Offer.

Information for US shareholders

The Takeover Offer is not being made, directly or indirectly, in the United States, to persons residing in the United States, by means of the mails or any means or instrumentality (including without limitation, facsimile transmission, telex, telephone or electronic mail) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States. Consequently, copies of the Offer Document and other documents relating to the Takeover Offer will not be mailed, communicated, or otherwise distributed in the United States through an intermediary or any other person in any manner whatsoever.

No shareholder of Anexo may accept the Takeover Offer unless such shareholder is able to represent that: (i) it did not receive in the United States a copy of the Offer Document or any other document related to the Takeover Offer and did not send such documents to the United States; (ii) it has not used, directly or indirectly, the mails or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States in relation to the Takeover Offer; (iii) it was not within the territory of the United States when it accepted the terms of the Takeover Offer or gave its order to accept the Takeover Offer; and (iv) it is neither an agent nor a fiduciary acting for a person other than a person who gave instructions from outside the United States. Authorised intermediaries may not accept orders to tender shares that have not been made in conformity with the provisions set forth above.

The PIK Loan Notes and the Consideration Shares have not been, and will not be, listed on any stock exchange or registered under the US Securities Act or under the securities laws of any jurisdiction of the United States and no steps have been, or will be, taken to enable the PIK Loan Notes and/or the Consideration Shares to be offered in compliance with the applicable securities laws of any state, province, territory or jurisdiction of the United States. Accordingly, the PIK Loan Notes and the Consideration Shares are not being, nor (unless an exemption under relevant securities laws is applicable) can they be, offered, sold, resold or delivered, directly or indirectly, in or into or from the United States or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of them in, such jurisdiction or to, or for the account or benefit of, any US person.

Further details in relation to Anexo Shareholders in overseas jurisdictions are contained in the Offer Document.

Information for Irish shareholders

The Offer Document is not a prospectus within the meaning of the Irish Companies Act or the EU Prospectus Regulation. No offer of securities of Anexo to the public is made, or will be made, in connection with the distribution or the separation, that requires the publication of a prospectus pursuant to Irish prospectus law within the meaning of section 1348 of the Irish Companies Act in general, or in particular pursuant to the EU Prospectus Regulation. The Offer Document has not been reviewed or approved by the Central Bank of Ireland or any other competent authority in the European Economic Area for the purposes of the EU Prospectus Regulation. The Offer Document does not constitute investment advice or the provision of investment services within the meaning of the EU Financial Instruments Regulations or otherwise. Neither Anexo nor Bidco is an authorised investment firm within the meaning of the EU Financial Instruments Regulations and the recipients of the Offer Document should seek independent legal and financial advice in determining their actions in respect of, or pursuant to, the Offer Document.

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 Bidco or Anexo are made as of the date of this announcement based on the opinions and estimates of directors of Bidco and Anexo, respectively. Each of Bidco and Anexo and (where relevant) their 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 Bidco, Anexo, nor (where relevant) their respective 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 Bidco or Anexo. All subsequent oral or written forward-looking statements attributable to Bidco or Anexo of their respective members, directors, officers, advisers or employees or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

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 Bidco or Anexo for any period and no statement in this announcement should be interpreted to mean that cash flow from operations, earnings, 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).

Information relating to Anexo Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Anexo Shareholders, persons with information rights and other relevant persons for the receipt of communications from Anexo may be provided to Anexo during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Publication on website and availability of hard copies

A copy of this announcement and the display documents required to be published pursuant to Rule 26.1 of the Code will be made available, free of charge and subject to certain restrictions relating to persons in Restricted Jurisdictions, on Anexo's website at www.anexo-group.com and DBAY's website at www.dbayadvisors.com/anexo by no later than 12:00 p.m. (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, the contents of such websites are not incorporated into, and do not form part of, this announcement.

In accordance with Rule 30.3 of the Code, a person so entitled may request a copy of this announcement (and any information incorporated into it by reference to another source) in hard copy form by writing to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or by calling them 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. The helpline is open between 8:30 a.m. and 5:30 p.m. (London time), Monday to Friday excluding public holidays in England and Wales.

Save as otherwise referred to above, a hard copy of this announcement will not be sent unless requested. Any such person may also request that all further documents, announcements and information in relation to the Takeover Offer should be sent to them in hard copy form.