NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
23 June 2021
Anexo Group plc
("Anexo" or the "Company")
Anexo announces that it has received an approach from DBAY Advisors Limited ("DBAY") regarding a possible cash offer for the entire issued and to be issued ordinary shares of the Company (save for those already owned by DBAY) by a newly incorporated entity jointly controlled by funds managed or advised by DBAY.
On the basis of the DBAY proposal, the board of Anexo has granted DBAY due diligence access, and DBAY has indicated an offer price of 150 pence per ordinary share in cash. While the structure of the possible offer is not yet confirmed, the status of Alan Sellers, Executive Chairman, and Samantha Moss, Managing Director, Bond Turner, as joint offerors to DBAY's possible offer is under consideration.
In accordance with Rule 2.6(a) of the Code, DBAY must, by no later than 5.00 p.m. on 21 July 2021, either announce a firm intention to make an offer for Anexo in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline may be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.
DBAY reserves the right to introduce other forms of consideration and/or vary the form and/or mix of the consideration of any offer, as well as the structure of such an offer. DBAY also reserves the right to reduce the offer consideration by the amount of any dividend (or other distribution) which is paid or becomes payable by Anexo to Anexo shareholders after the date of this announcement, save for the final 1 pence dividend per Ordinary Share announced on 27 April 2021.
This announcement has been made with the consent of DBAY.
A further announcement will be made if and when appropriate.
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For further enquiries:
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Publication on website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.Anexo.com, by no later than 12 noon (London time) on 24 June 2021.
The content of the website referred to above is not incorporated into and does not form part of this announcement.
Rule 2.9 information
In accordance with Rule 2.9 of the Takeover Code, Anexo confirms that as at the close of business on 22 June 2021 its issued share capital consisted of 116,000,000 ordinary shares of 0.05 pence each (excluding shares held in treasury). The International Securities Identification Number for Anexo ordinary shares is GB00BF2G3L29.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.